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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o


(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	The Special Unit of Benefit Interest (“SUBI”) issued by Nissan-Infiniti LT will constitute a beneficial interest in specified assets of Nissan-Infiniti LT, including certain Nissan vehicle leases and related Nissan leased vehicles. The SUBI is not being offered to investors hereunder. A SUBI Certificate issued by Nissan-Infiniti LT, and representing the SUBI will be transferred by NILT Trust to Nissan Auto Leasing LLC II, and from Nissan Auto Leasing LLC II to the Nissan Auto Lease Trust 2004-A at the time it issues the Asset-Back Notes. The SUBI Certificate is not being offered to investors hereunder.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement becomes effective. This Prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any state where offers or sales are not permitted.


	You should review carefully the factors set forth under “Risk Factors” beginning on page 8 of this prospectus.

The main sources for payment of the notes are a selected portfolio of Nissan lease contracts and the related Nissan leased vehicles, payments due on the lease contracts, proceeds from the sale of the leased vehicles, payments due under an interest rate cap agreement and monies on deposit in a reserve account.

The notes are asset backed securities issued by Nissan Auto Lease Trust 2004-A and are not obligations of or interests in Nissan Motor Acceptance Corporation, Nissan Auto Leasing LLC II or any of their respective affiliates. Neither the securities nor the leases are issued or guaranteed by any government agency.


•	Nissan Auto Lease Trust 2004-A will issue four classes of securities, three of which are described in the following table.

•	Only the notes described on the following table are being offered by this prospectus.

•	The notes will accrue interest from on or about , 2004


•	Reserve account, with an initial deposit of $ , and thereafter a required balance of $ .

•	Subordinated certificates, with an original principal balance of $ .

•	Interest rate cap agreement to mitigate risk associated with an increase in the floating interest rate of the class A-3a Notes.

Neither the SEC nor any state securities commission has approved or disapproved these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with different information. If you receive any other information, you should not rely on it. You should not assume that the information in this prospectus is accurate as of any date other than the date at the bottom of the front cover page.

We include cross-references in this prospectus to the captions herein under which you can find additional related information. The table of contents lists the pages on which these captions are located.

You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page .


	•	if used in a jurisdiction in which such offer or solicitation is not authorized,

	•	if the person making such offer or solicitation is not qualified to do so, or

	•	if such offer or solicitation is made to anyone to whom it is unlawful to make such offer or solicitation.

Until 90 days after the date of this prospectus, all dealers that effect transactions in the notes, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

The transferor, Nissan-Infiniti LT, NILT Trust, and the issuer have filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement under the Securities Act of 1933, as amended, with respect to the notes being offered in this prospectus. This prospectus does not contain all of the information in the Registration Statement. The Registration Statement is available for inspection and copying at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. Nissan Motor Acceptance Corporation, on behalf of the issuer, will file or cause to be filed with the SEC periodic reports required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.


	•	The special unit of beneficial interest, or SUBI, represents a beneficial interest in specific Titling Trust assets.


	•	The SUBI represents a beneficial interest in a pool of closed-end Nissan vehicle leases and the related Nissan leased vehicles.

	•	The UTI represents Titling Trust assets not allocated to the SUBI or other special units of beneficial interest similar to the SUBI and the Issuer has no rights in either the UTI assets or the other SUBI assets.


*	This chart provides only a simplified overview of the monthly flow of funds. Refer to this prospectus for a further description.

SUMMARY

This summary highlights selected information from this prospectus and may not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding and is qualified in its entirety by the full description of this information appearing elsewhere in this prospectus. You should carefully read this entire prospectus to understand all of the terms of the offering.

Basic Terms of the Notes


Issuer/ Trust:		Nissan Auto Lease Trust 2004-A
Transferor:		Nissan Auto Leasing LLC II
Servicer:		Nissan Motor Acceptance Corporation
Cap Provider:		[ ]
Owner Trustee:		Wilmington Trust Company
Indenture Trustee:		U.S. Bank National Association
Titling Trust:		Nissan-Infiniti LT
Titling Trustee:		NILT, Inc.
Cutoff Date:		Close of business on , 2004
Trust Assets:		Beneficial interests in a pool of Nissan leases and leased vehicles and related proceeds
Credit Enhancement:		A reserve account, the certificates [and the interest rate cap agreement]
Notes to be Offered:
Class A-1 Notes:		$
Class A-2 Notes:		$
Class A-3a Notes:		$
Class A-3b Notes:		$
[The notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof in book-entry form.]
Interest Rates:
Class A-1 Notes:		%
Class A-2 Notes:		%
Class A-3a Notes:		[LIBOR] + %
Class A-3b Notes:		%
Interest Basis:
Class A-1 Notes and
Class A-3a Notes:		Actual number of days elapsed and a 360-day
Class A-2 Notes and
Class A-3b Notes:		A 360-day year of twelve 30-day months
Payment Dates:		The 15th day of each month or, if such day is not a business day, the next business day
First Payment Date:		, 2004
Final Scheduled Payment Dates:
Class A-1 Notes:
Class A-2 Notes:
Class A-3a Notes
Class A-3b Notes
Closing Date:		Expected on or about , 2004

Transaction Structure

General

Motor vehicle dealers in the Nissan Motor Acceptance Corporation network of dealers have assigned closed-end retail lease contracts and the related Nissan and Infiniti leased vehicles to Nissan-Infiniti LT. Some of the Nissan leases and the related leased Nissan vehicles assigned to Nissan-Infiniti LT have been allocated to a separate pool of assets. Beneficial interests — but not direct ownership — in the leases and vehicles in that pool will be transferred to the issuer. Neither the issuer nor holders of the issuer’s securities will have any interest in assets other than those in that pool. Payment of the notes and certificates will be backed by those beneficial interests in the leases and vehicles in the pool.

The issuer will issue the notes to the transferor in exchange for the interests in the pool. In addition to the notes, the issuer is also issuing to the transferor $ aggregate principal amount of asset backed certificates in exchange for the interests in the pool. The notes are the only securities being offered

hereby. The transferor will retain all of the certificates.

The issuer will rely upon collections from the pool’s leases, proceeds from the disposition of the related leased vehicles, payments received under an interest rate cap agreement and funds on deposit in specified accounts to make payments on the notes and the certificates. The issuer will be solely liable for payments made on the notes and the certificates.

Nissan Motor Acceptance Corporation will service the leases, the disposition of the related vehicles when the leases terminate or when vehicles relating to defaulted leases are repossessed and the collection of amounts due in respect of the leases.

Interest Payments and Interest Rate Cap Agreement

Noteholders and certificateholders are entitled to receive payments of interest and principal from the issuer only to the extent that collections from the issuer’s assets and funds on deposit in specified accounts are sufficient to make those payments. Interest and principal collections will be divided among the various classes of notes and the certificates in specified proportions and priorities.

Because the interest rate on the Class A-3a Notes will be floating while the leases are fixed monthly obligations, the issuer will enter into an interest rate cap agreement with , as cap provider, to mitigate the risk associated with an increase in the floating interest rate of the Class A-3a Notes above the weighted average lease rates under the leases. If LIBOR related to any payment date exceeds the cap rate of %, the cap provider will pay to the issuer an amount equal to the product of:

• LIBOR for the related payment date minus the cap rate of ;

• the notional amount on the cap, which will be equal to the total outstanding principal amount on the Class A-3a Notes on the first day of the accrual period related to such payment date; and

• a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the closing date, to but excluding the first payment date, and the denominator of which is 360.

Any amounts received under the interest rate cap will be a source for interest payments on the notes, including the Class A-1 Notes and the Class A-2 Notes.

For more detailed information concerning payments of interest, you should refer to “Additional Information Regarding the Securities — Payments on the Securities” and “Description of the Notes — Interest.” For more detailed information concerning the interest rate cap agreement, you should refer to “The Interest Rate Cap Agreement.”

Priority of Principal Payments

The timing of payments of principal on the notes is largely dependent on the timing of collections of cash flows generated by the underlying assets. Principal will be paid on your notes on each payment date in an amount generally equal to the available principal distribution amount generated by the underlying pool of leases and proceeds from the sale of the leased vehicles.

Principal payments on the notes generally will be made to the holders of the notes sequentially, in the following order of priority:

(1) to the Class A-1 Notes until they are paid in full;

(2) to the Class A-2 Notes until they are paid in full; and

(3) to the Class A-3a Notes and the Class A-3b Notes pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full.

Until all principal due to the notes is paid, no principal will be paid to the certificates. Principal will then be paid on the certificates until they have been paid in full.

An exception to the sequential payment rule is that allocable principal from the sale of the issuer’s assets and collections on account of the pool’s assets following a default under the indenture and the acceleration of the repayment of the notes will be paid first to the Class A-1 Notes until they have been paid in full, second, on a pro rata basis, to the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes until they have been paid in full, and third, to the certificates until they have been paid in full.

Any unpaid principal amount of each class of notes will be payable in full on the payment dates in the following months:

• for the Class A-1 Notes,                     ,

• for the Class A-2 Notes,                     ,

• for the Class A-3a Notes,                      and

• for the Class A-3b Notes,                     .

For more detailed information concerning payments of principal, you should refer to “Additional Information Regarding the Securities — Payments on the Securities” and “Description of the Notes — Principal.”

Optional Redemption

[The servicer has the option to purchase or cause to be purchased all of the assets of the issuer on any payment date when the aggregate unpaid principal amount of the securities is less than or equal to 10% of the aggregate initial principal amount of the securities. If the servicer exercises this option, any notes that are outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest. It is expected that at the time this redemption option becomes available to the servicer only the certificates will be outstanding.]

The Property of the Issuer

General

The primary property of the issuer will be:

• the SUBI certificate, which is described below, including the right to receive the monthly payments under the leases and the amounts realized from sales of the related leased vehicles,

• the amounts deposited in the reserve account and

• proceeds of the interest rate cap agreement and the rights of the issuer under the interest rate cap agreement.

The Leases and the Leased Vehicles

The leased vehicles allocated to the SUBI are new Nissan automobiles, minivans, sport utility vehicles and light-duty trucks titled in the name of the titling trust. The leased vehicles include Nissan Altimas, Armadas, Frontiers, Maximas, Muranos, Pathfinders, Quests, Sentras, 350Zs, Titans and Xterras. The leases allocated to the SUBI are the related retail closed-end leases that were originated by Nissan motor vehicle dealers. The leases are operating leases for accounting purposes and provide for equal monthly payments that amortize a “capitalized cost” (which may exceed the manufacturer’s suggested retail price) to a contract residual value of the related leased vehicle established at the time of origination of the lease. The securitization value of each lease will be the sum of the present value of (i) the remaining monthly payments payable under the lease and (ii) the base residual value of the leased vehicle, which is the lowest of (a) the residual value established by Automotive Lease Guide at the time of origination of the lease without making a distinction between value adding options and non-value adding options, (b) the residual value established by Automotive Lease Guide at the time of origination of the lease giving only partial credit or no credit for options that add little or no value to the resale price of the vehicle, and (c) the residual value established in the lease contract. These present value calculations will be made as of , 2004, the cutoff date, using a discount rate of %.

As of the close of business on , 2004, the cutoff date, the leases had:

• an aggregate securitization value of $          of which $                    (approximately      %) represented the non-discounted base residual values of the leased vehicles,

• a weighted average original lease term of approximately                     months and

• a weighted average remaining term to scheduled maturity of approximately                     months.

The SUBI Certificate

The titling trust will issue a special unit of beneficial interest, which is also called a SUBI, constituting a beneficial interest in the leases and the related vehicles.

The SUBI will be represented by a SUBI certificate representing a beneficial interest in the SUBI and the related SUBI assets. The SUBI certificate will be transferred to the issuer at the time it issues the securities. The SUBI certificate is not offered to you under this prospectus.

The SUBI certificate will evidence a beneficial interest in the related SUBI assets and will not

evidence a direct ownership interest in such SUBI assets or an interest in any assets of the titling trust other than such SUBI assets, and payments made on or in respect of all other titling trust assets will not be available to make payments on the securities. By holding the SUBI certificate, the issuer will receive an amount equal to all payments made on or in respect of the SUBI assets.

For more information regarding the issuer’s property, you should refer to “The SUBI” and “The Leases.”

Credit Enhancement

Credit enhancement for the notes will consist primarily of the following:

• subordination of the certificates and

• the reserve account.

Subordination of the Certificates

The certificates will be subordinated to the notes to provide credit enhancement for the notes so that no payments will be made on the certificates until the notes have been paid in full. The certificates are not offered to you under this prospectus.

The Reserve Account

As an additional source of credit enhancement, the transferor will establish a reserve account in the name of the indenture trustee. The reserve account will be funded as follows:

• on the closing date, the transferor will make an initial deposit into the reserve account of $ , which is approximately % of the aggregate initial principal amount of the securities, and

• on each payment date while the notes remain outstanding, any excess collections remaining after interest and principal on the notes and various other obligations and expenses of the issuer have been paid will be deposited into the reserve account until the reserve account balance is equal to % of the aggregate initial principal amount of the securities.

On each payment date, after all appropriate deposits and withdrawals are made to and from the reserve account, any amounts on deposit in the reserve account in excess of the reserve account requirement will be released to the transferor.

Available amounts in the reserve account on each payment date will be available to cover shortfalls in payments on the notes and, after all payments are made to the notes, to the certificates.

The required reserve account balance on each payment date may be reduced pursuant to a downward adjustment formula acceptable to the rating agencies.

For more information regarding the reserve account, you should refer to “Security for the Notes — The Accounts — The Reserve Account.”

Servicing

Nissan Motor Acceptance Corporation will service the titling trust assets, including the SUBI assets. On each payment date, the issuer will pay Nissan Motor Acceptance Corporation a servicing fee equal to one-twelfth of 1.00% of the aggregate securitization value of the leases and leased vehicles represented by the SUBI certificate at the beginning of the preceding month, or in the case of the first payment date, at the cutoff date.

Tax Status

On the closing date, O’Melveny & Myers LLP, special counsel to the transferor, will render an opinion to the effect that the notes will be classified as debt for federal income tax purposes. The transferor will agree, and noteholders and beneficial owners will agree by accepting a note or a beneficial interest therein, to treat the notes as debt for federal income tax purposes.

You should consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction.

For additional information concerning the application of federal income tax laws to the issuer and the notes, you should refer to “Certain Material Federal Income Tax Consequences.”

Ratings

On the closing date, each class of the notes will receive the following ratings from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and Moody’s Investors Service:


	Standard &
Class	Poor’s		Moody’s

A-1		A-1+		P-1
A-2		AAA		Aaa
A-3a		AAA		Aaa
A-3b		AAA		Aaa

There can be no assurance that a rating will not be lowered or withdrawn by an assigning rating agency.

ERISA Considerations

It is expected that the notes will be eligible for purchase by employee benefit plans subject to the considerations discussed under “ERISA Considerations.” However, plans contemplating a purchase of notes should consult their counsel before making a purchase.

Money Market Investment

The Class A-1 Notes have been structured to be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940. Money market funds contemplating a purchase of Class A-1 Notes should consult their counsel before making a purchase.

You should consider the following risk factors in deciding whether to purchase any of the notes.


		factors may increase the risk of loss on your investment,” “Risk Factors — The concentration of leased vehicles to particular models could negatively affect the issuer’s assets” and “Nissan Motor Acceptance Corporation — Determination of Residual Values.”

*The timing of principal payments is uncertain.*		The amount of principal distributed on the notes and the time when you receive those distributions depends on the rate of payments and losses relating to the leases and the leased vehicles, which cannot be predicted with certainty. Those principal payments may be regularly scheduled payments or unscheduled payments like those resulting from prepayments or liquidations of defaulted leases.

		Additionally, the servicer may be required to make payments relating to the leases and leased vehicles under some circumstances[, and the servicer will under certain circumstances have the right at its option to purchase all of the assets of the issuer on any payment date when the unpaid aggregate principal amount of the securities is less than 10% of the aggregate initial principal amount of the securities.] Each of these payments will have the effect of accelerating the payment of principal and shortening the average lives of all outstanding notes. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and the leased vehicles.

*Your share of possible losses may not be proportional.*		Principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of the notes until each class of notes with a lower numerical designation has been paid in full, unless the maturity of the notes has been accelerated following an event of default under the indenture. As a result, a class of notes with a later maturity may absorb more losses than a class of notes with an earlier maturity. If there is an event of default under the indenture the priority of payments of all notes changes from sequential payments of principal to, first, payment of principal to the Class A-1 Notes, and second, pro rata payments of principal to the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes. In addition, principal payments on the certificates are subordinated to payments on the notes so that, in general, no principal payments will be paid on the certificates until the notes have been paid in full. Losses on the leases and leased vehicles in excess of the available credit enhancement will be allocated first to the certificates.

*Potential termination of the interest rate cap agreement presents cap provider risk, risk of prepayment of the notes and risk of loss upon liquidation of the issuer assets.*		General. The issuer is obligated to make payments of interest accrued on the Class A-3a Notes at a floating interest rate, but the leases are fixed monthly obligations. The issuer will enter into an interest rate cap agreement with , as the cap provider to enable the issuer to issue notes bearing interest at floating rates. If LIBOR related to any payment date exceeds the cap rate of %,


		the cap provider will pay to the issuer an amount equal to the product of:

		• LIBOR for the related payment date minus the cap rate of %;

		• the notional amount on the cap, which will be equal to the total outstanding principal amount on the Class A-3a Notes on the first day of the accrual period related to such payment date; and

		• a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the closing date, to but excluding the first payment date, and the denominator of which is 360.

		For a description of the key provisions of the interest rate cap agreement, see “The Interest Rate Cap Agreement” in this prospectus.

		Cap Provider Risk; Performance and Ratings Risks. The amounts available to the issuer to pay interest and principal on all classes of the notes depend in part on the operation of the interest rate cap agreement and the performance by the cap provider of its obligations under the interest rate cap agreement. The ratings of all the notes take into account the provisions of the interest rate cap agreement and the ratings currently assigned to the cap provider.

		During those periods in which LIBOR is substantially greater than the cap rate of %, the issuer will be more dependent on receiving payments from the cap provider in order to make payments on the notes. If the cap provider fails to pay the amounts due under the interest rate cap agreement, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.

		The cap provider’s senior unsecured debt obligations currently are rated “ ” from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. “ ” from Moody’s Investors Service and “ ” from Fitch, Inc. A downgrade, suspension or withdrawal of any rating of the cap provider by a rating agency may result in the downgrade, suspension or withdrawal of the ratings assigned by such rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the cap provider of its obligations under the interest rate cap agreement. A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes.

		Early Termination May Affect Weighted Average Life and Yield. Certain events (including some that are not within the control of the issuer or the cap provider) may cause the termination of the interest rate cap agreement. Certain of these events will not cause a termination of the interest rate cap agreement unless a majority of holders of notes vote to instruct the indenture trustee (as assignee


		of the rights of the owner trustee) to terminate the interest rate cap agreement. The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the interest rate cap agreement. If the interest rate cap agreement is terminated (or certain other events of default under the indenture occur) and the notes are accelerated, the indenture trustee will liquidate the assets of the issuer. Liquidation would likely accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuer cannot predict the length of time that will be required for liquidation of the assets of the issuer to be completed. In addition, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “The timing of principal payments is uncertain.”

		Risk of Loss Upon Termination. The proceeds of any liquidation of the assets of the issuer may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes. In addition, termination of the interest rate cap agreement will be an event of default under the indenture and will cause the priority of payments of all notes to change, from pro rata payments of interest followed by sequential payments of principal to pro rata payments of interest followed by, first, payment of principal to the Class A-1 Notes, and second, pro rata payments of principal to the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes.

*The geographic concentration of the leases, economic factors and lease performance could negatively affect the issuer’s assets.*		The leased vehicles related to the leases allocated to the SUBI were registered in [48] states and the District of Columbia, with % and % of the aggregate cutoff date securitization value, based on the state of original registration, in [New York and New Jersey, respectively]. [No state other than New York and New Jersey accounts for 10% or more of the total number of leases.] Adverse economic conditions in any of these states may have a disproportionate impact on the performance of the leases and the leased vehicles. Economic factors like unemployment, interest rates, the rate of inflation and consumer perceptions of the economy may affect the rate of prepayment and defaults on the leases and the ability to sell or dispose of the related leased vehicles for an amount at least equal to their stated residual values.

*Used car market factors may increase the risk of loss on your investment.*		The used car market is affected by supply and demand, consumer tastes, economic factors and manufacturer decisions on pricing of new car models. For instance, introduction of a new model with additional equipment not reflected in the manufacturer’s suggested retail price may impact the resale value of the existing portfolio of similar model types. Other factors that are beyond the control of the issuer, the transferor and the servicer could also have a negative impact on the value of a vehicle.

Please refer to page 1 for a diagram providing an overview of the transaction described in this prospectus. You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page 105.

All of the motor vehicle dealers (“Dealers”) in the Nissan Motor Acceptance Corporation (“NMAC”) network of Dealers have entered into agreements with NMAC pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”). The Titling Trust was created in July 1998 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The Titling Trust issued to NILT Trust (the “UTI Beneficiary”) a beneficial interest in the undivided trust interest (the “UTI”) representing the entire beneficial interest in the unallocated assets of the Titling Trust. See “The Titling Trust — Property of the Titling Trust.” The UTI Beneficiary will instruct the trustee of the Titling Trust:


	•	to establish a special unit of beneficial interest (the “SUBI”) and

	•	to allocate a separate portfolio of leases (the “Leases”) and the related vehicles leased under the Leases (the “Leased Vehicles”) and some related assets of the Titling Trust to the SUBI.

The SUBI will represent the entire beneficial interest in the Leases, Leased Vehicles and related assets (collectively, the “SUBI Assets”). The Titling Trust will issue a certificate evidencing the SUBI (the “SUBI Certificate”) to or upon the order of the UTI Beneficiary. Upon the creation of the SUBI, the portfolio of Leases or Leased Vehicles will no longer constitute assets of the Titling Trust represented by the UTI, and the interest in the Titling Trust Assets represented by the UTI will be reduced accordingly. The SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the related SUBI Assets. The SUBI will not represent a beneficial interest in any Titling Trust Assets other than the related SUBI Assets. Payments made on or in respect of any Titling Trust Assets other than the SUBI Assets will not be available to make payments on the Securities. The UTI Beneficiary may from time to time cause special units of beneficial interest similar to the SUBI (each, an “Other SUBI”) to be created out of the UTI. The Issuer (and, accordingly, the securityholders) will have no interest in the UTI, any Other SUBI or any assets of the Titling Trust evidenced by the UTI or any Other SUBI. See “The Titling Trust” and “The SUBI.”

On the date of initial issuance of the Securities (the “Closing Date”), the UTI Beneficiary will sell, transfer and assign its beneficial interests in the SUBI represented by the SUBI Certificate to Nissan Auto Leasing LLC II (the “Transferor”). The Transferor will in turn transfer and assign the SUBI Certificate to Nissan Auto Lease Trust 2004-A (the “Trust” or the “Issuer”). The Issuer will issue three classes of Notes (the “Notes”) in an aggregate principal amount of $ (the “Initial Note Balance”) and one class of asset backed certificates (the “Certificates”) in an aggregate principal amount of $ (the “Initial Certificate Balance”) to the Transferor in consideration for the SUBI Certificate and will pledge the SUBI Certificate to the indenture trustee as security therefor. The holders of the Notes are referred to in this prospectus as the “Noteholders,” and the holders of the Certificates are referred to herein as the “Certificateholders.” The Notes and the Certificates are collectively referred to in this prospectus as the “Securities,” and the holders of the Securities are referred to as “Securityholders.” Each Note will represent an obligation of, and each Certificate will represent a fractional undivided interest in, the Issuer. Payments in respect of the Certificates will be subordinated to payments in respect of the Notes to the extent described in this prospectus.

The Notes are the only Securities being offered hereby. The Transferor will retain all of the Certificates.

As a condition to the issuance of the Notes, Moody’s Investors Service or its successors (“Moody’s”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successors (“Standard & Poor’s” and, together with Moody’s, the “Rating Agencies”) must rate (i) the Class A-1 Notes in their highest short-term rating category and (ii) the remaining classes of the Notes in their highest long-term rating category. See “Ratings of the Notes” for further information concerning the ratings assigned to the Notes, including the limitations of such ratings.

The Issuer was formed under the laws of the State of Delaware solely for the purposes of the transactions described in this prospectus. The Issuer will be governed by an Amended and Restated Trust Agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Transferor and Wilmington Trust Company, as trustee (the “Owner Trustee”).

The Issuer will issue the Notes pursuant to an indenture, to be dated as of the Closing Date (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee” and, together with the Owner Trustee, the “Trustees”), and will issue the Certificates pursuant to the Trust Agreement.

The Issuer will not engage in any activity other than as duly authorized in accordance with the terms of the Trust Agreement. On the Closing Date, the authorized purposes of the Issuer will be limited to:


	•	issuing the Securities,

	•	acquiring the SUBI Certificate and the other property of the Issuer with the net proceeds from the sale of the Notes and the Certificates and certain capital contributions from, and subordinated loans made by, NMAC,

	•	assigning and pledging the property of the Issuer to the Indenture Trustee,

	•	making payments on the Securities,

	•	entering into and performing its obligations under the Basic Documents to which it is a party,

	•	engaging in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish, or that are incidental to or connected with, any of the foregoing activities and

	•	subject to compliance with the Basic Documents, engaging in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the holders of the Notes and the Certificates.

Approval of additional Issuer activities and purposes may be requested by holders of at least 66 2/3% of the outstanding balance of the Certificates (which for this purpose includes Certificates held by the Issuer, the Transferor, the Servicer and their respective affiliates) and will require (1) receipt of written approval by each Rating Agency rating the Notes and (2) approval by Noteholders representing in the aggregate more than 66 2/3% of the outstanding balance of the Notes, voting together as a single class. Notwithstanding the foregoing, as more fully described under “Additional Documents Provisions — Miscellaneous Provisions — Securities Owned by the Issuer, the Transferor and their Affiliates,” so long as any Notes are outstanding, Securities owned by the Issuer, the Transferor, the Servicer and their respective affiliates will be entitled to all benefits afforded to the Securities except that they generally will not be deemed outstanding for the purpose of making requests, demands, authorizations, directions, notices, consents or other action under the Basic Documents.

The Issuer’s principal offices will be in Wilmington, Delaware, in care of the Owner Trustee, at the address listed below under “— The Owner Trustee.”

On the Closing Date, the Issuer will initially be capitalized with $ aggregate principal amount of Securities. In exchange for the SUBI Certificate, the Issuer will transfer the Notes and Certificates to the Transferor, who will then sell the Notes to the Noteholders. The Transferor will retain $ aggregate principal amount of Certificates, which will equal all of the Initial Certificate Balance. The following table illustrates the capitalization of the Issuer as of the Closing Date, as if the issuance and sale of the Securities had taken place on that date:

Wilmington Trust Company will be the Owner Trustee under the Trust Agreement. Wilmington Trust Company is a Delaware banking corporation, and its corporate trust office is located at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890. NMAC, the Transferor and their respective affiliates may maintain normal commercial banking relationships with the Owner Trustee and its affiliates. The fees and expenses of the Owner Trustee will be paid by the Administrative Agent. See “Additional Document Provisions — Miscellaneous Provisions — Fees and Expenses.”

On the Closing Date, the Transferor will transfer the SUBI Certificate to the Issuer pursuant to the Trust SUBI Certificate Transfer Agreement. The Issuer will then pledge its interest in the SUBI Certificate to the Indenture Trustee under the Indenture. See “The SUBI — Transfers of the SUBI Certificate.”

After giving effect to the transactions described in this prospectus, the property of the Issuer (the “Trust Estate”) will include:


	•	the SUBI Certificate, evidencing a 100% beneficial interest in the SUBI Assets, including the lease payments and the right to payments received after , 2004 (the “Cutoff Date”) from the sale or other disposition of the Leased Vehicles on deposit in the SUBI Collection Account and investment earnings, net of losses and investment expenses, on amounts on deposit in the SUBI Collection Account,

	•	the Reserve Account (including investment earnings, net of losses and investment expenses, on amounts on deposit therein),

	•	the rights of the Indenture Trustee as secured party under a back-up security agreement with respect to the SUBI Certificate and the 100% undivided interest in the SUBI Assets,

	•	the rights of the Issuer to funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture,

	•	the rights of the Transferor, as transferee, under the SUBI Certificate Transfer Agreement,

	•	the rights of the Issuer, as transferee, under the Trust SUBI Certificate Transfer Agreement,

	•	the rights of the Issuer as a third-party beneficiary under the Servicing Agreement, to the extent relating to the SUBI Assets, and the SUBI Trust Agreement,

	•	the rights of the Issuer and powers of the Owner Trustee under the interest rate cap agreement and the amounts payable to the Issuer thereunder and

	•	all proceeds of the foregoing.

The Indenture will require the Trust Estate to be pledged by the Issuer to the Indenture Trustee.

Because the SUBI will represent a beneficial interest in the related SUBI Assets, Securityholders will be dependent on payments made on the Leases and proceeds received in connection with the sale or other disposition of the related Leased Vehicles for payments on the related Securities. Except to the extent of the back-up security interest as discussed in “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests,” the Issuer will not have a direct ownership interest in the Leases or a direct ownership interest or perfected security interest in the Leased Vehicles — which will be titled in the name of the Titling Trust or the titling trustee on behalf of the Titling Trust — and it is therefore possible that a claim or lien in respect of the Leased Vehicles or the Titling Trust could limit the amounts payable in respect of the SUBI Certificate to less than the amounts received from the lessees of the Leased Vehicles or received from the sale or other disposition of the Leased Vehicles. To the extent that a claim or lien were to delay the disposition of the Leased Vehicles or reduce the amount paid to the holder of the SUBI Certificate in respect of its beneficial interest in the SUBI Assets, you could experience delays in payment or losses on your investment. See “Risk Factors — A transferor or servicer bankruptcy could delay or limit payments to you,” “Risk Factors — If ERISA liens are placed on the titling trust assets, you could suffer a loss,” “The SUBI,” “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests.”

The Transferor will use the net proceeds from the sale of the Notes — the proceeds of the sale minus expenses relating thereto — to acquire the SUBI Certificate from NILT Trust and to make a capital contribution to the Issuer to purchase the Cap Agreement and to fund the Reserve Account.

The Titling Trust is a Delaware statutory trust and is governed by an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among NILT Trust, as the UTI Beneficiary, NMAC as servicer (the “Servicer”), NILT, Inc., as trustee (the “Titling Trustee”), Wilmington Trust Company, as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent (in that capacity, the “Trust Agent”). To provide for the servicing of the Titling Trust Assets, the Titling Trust, the Servicer and the UTI Beneficiary have entered into the Servicing Agreement (the “Basic Servicing Agreement”), dated as of March 1, 1999. The primary business purpose of the Titling Trust is to take assignments of, and serve as record holder of title to, leases and leased vehicles, in order to facilitate the securitization of the leases and leased vehicles in connection with the issuance of asset backed securities.

Except as otherwise described under “Additional Document Provisions — The SUBI Trust Agreement,” under the Titling Trust Agreement, the Titling Trust has not and will not:


	•	issue beneficial or other interests in the Titling Trust Assets or securities other than the SUBI, the SUBI Certificate, Other SUBIs, one or more certificates representing each Other SUBI (the “Other SUBI Certificates”), the UTI and one or more certificates representing the UTI (the “UTI Certificates”),

	•	borrow money, except from NMAC, the UTI Beneficiary or their respective affiliates in connection with funds used to acquire leases and leased vehicles,

	•	make loans,

	•	invest in or underwrite securities,

	•	offer securities in exchange for Titling Trust Assets, with the exception of the SUBI Certificate, Other SUBI Certificates and the UTI Certificates,


	•	repurchase or otherwise reacquire, other than for purposes of cancellation, any UTI Certificate or, except as permitted by or in connection with permitted financing transactions, any Other SUBI Certificate, or

	•	grant any security interest in or lien on any Titling Trust Assets.

For further information regarding the Titling Trust and the servicing of the Leases and Leased Vehicles, you should refer to “Additional Document Provisions — The SUBI Trust Agreement” and “— The Servicing Agreement.”

NILT Trust is the UTI Beneficiary under the Titling Trust Agreement. The sole beneficiary of the UTI Beneficiary is NMAC. The UTI Beneficiary was formed as a Delaware statutory trust in July 1998 for the sole purpose of being initial beneficiary of the Titling Trust, holding the UTI and the UTI Certificate, acquiring interests in the SUBI and Other SUBIs and engaging in related transactions. So long as any financings involving interests in the Titling Trust, including the transaction described in this prospectus, are outstanding, NMAC may not transfer its beneficial interest in the UTI Beneficiary. The principal offices of NILT Trust are located at 990 West 190th Street, Torrance, California 90502, and its telephone number is (310) 719-8584.

NILT, Inc., the Titling Trustee, is a wholly-owned special purpose subsidiary of U.S. Bank and was incorporated in Delaware for the sole purpose of acting as Titling Trustee. The Titling Trustee is not affiliated with NMAC or any of its affiliates. U.S. Bank, as trust agent, serves as agent for the Titling Trustee to perform some functions of the Titling Trustee under the Titling Trust Agreement. Under the Titling Trust Agreement, if U.S. Bank can no longer act as the trust agent, the designees of the UTI Beneficiary — which may not be the UTI Beneficiary or any of its affiliates — will have the option to purchase the stock of the Titling Trustee for a nominal amount. If the UTI Beneficiary does not timely exercise that option, a successor trust agent appointed by the Titling Trustee will have the option to purchase the stock of the Titling Trustee. If none of these options is timely exercised, U.S. Bank may sell the stock of the Titling Trustee to another party.

The assets of the Titling Trust (the “Titling Trust Assets”) generally consist of:


	•	leases originated by Dealers and assigned to the Titling Trust and all monies due from the lessees thereunder,

	•	leased vehicles and all proceeds of those leased vehicles,

	•	all of the Dealers’ rights with respect to those leases and leased vehicles,

	•	the rights to proceeds from any physical damage, liability or other insurance policies, if any, covering the leases or the related lessees or the leased vehicles, including but not limited to the Contingent and Excess Liability Insurance and

	•	all proceeds of the foregoing.

From time to time after the date of this prospectus, Dealers may assign additional leases to the Titling Trust and, as described below, title the related leased vehicles in the name of the Titling Trust (or a nominee or trustee thereof on behalf of the Titling Trust).

All leases owned by the Titling Trust have been or will be underwritten using the underwriting criteria described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures.” Under each lease, the Titling Trust (or a nominee or trustee thereof on behalf of the Titling Trust) will be listed as the owner of the related leased vehicle on the related certificate of title. Liens will not be placed on the certificates

After the sale of the SUBI Certificate to the Issuer, the Servicer will be obligated to cause the repurchase of any Leased Vehicles relating to Leases not meeting certain representations and warranties by making Repurchase Payments in respect thereof. Those representations and warranties relate primarily to the origination of the Leases and do not typically relate to the creditworthiness of the related lessees or the collectibility of the Leases. In addition, the Servicer will be required to direct the Titling Trustee to reallocate from the SUBI to the UTI a Lease and related Leased Vehicle or cause to be conveyed to the Servicer a Lease and related Leased Vehicle and remit to the SUBI Collection Account an amount equal to the Repurchase Payment with respect to a Lease as to which the Servicer grants a Term Extension or, in certain circumstances, as to which the related lessee changes the domicile of or title to a Leased Vehicle to Alabama or any other restricted jurisdictions.

All leased vehicles owned by the Titling Trust will be held for the benefit of entities that from time to time hold beneficial interests in the Titling Trust. Those interests will be evidenced with respect to:


	•	leases and leased vehicles not allocated to the SUBI or any Other SUBI, by the UTI,

	•	the Leases and the Leased Vehicles, by the SUBI and

	•	leases and leased vehicles financed in another transaction, by one or more Other SUBIs.

Entities holding beneficial interests in the Titling Trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles.

The certificates of title for the Leased Vehicles will not reflect the indirect interest of the Issuer in the Leased Vehicles by virtue of its beneficial interest in the SUBI Assets. Therefore, if the transfer of the SUBI Certificate were recharacterized as secured loans, the Issuer would not have a perfected lien in the SUBI Assets, unless a validly filed financing statement is in effect in each of the appropriate jurisdictions, to the extent that the security interest may be perfected by filing a financing statement under the UCC. The Servicer has agreed to file or cause to be filed a financing statement and any appropriate continuing statements in each of the appropriate jurisdictions. For further information regarding the titling of the Leased Vehicles and the interest of the Issuer therein, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests.”

The SUBI will be issued by the Titling Trust under a 2004-A SUBI supplement to the Titling Trust Agreement to be dated as of the Closing Date (the “SUBI Supplement” and, together with the Titling Trust Agreement, the “SUBI Trust Agreement”). To provide for the servicing of the SUBI Assets, the Titling Trust, the Servicer and the UTI Beneficiary will enter into a supplement to the Basic Servicing Agreement to be dated as of the Closing Date (together with the Basic Servicing Agreement, the “Servicing Agreement”). The SUBI will represent an indirect beneficial interest, rather than a direct legal interest, in the related SUBI Assets. The SUBI will not represent a beneficial interest in any Titling Trust Assets other than the related SUBI Assets. The Issuer and the Securityholders will have no interest in the UTI, any Other SUBI or any assets of the Titling Trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of Titling Trust Assets not represented by the SUBI will not be available to make payments on the Securities. For further information regarding the Titling Trust, you should refer to “The Titling Trust.”

The SUBI Certificate will evidence a beneficial interest in the SUBI Assets, which will generally consist of the Leases, Leased Vehicles and all proceeds of or payments on or in respect of the Leases or Leased Vehicles received or due after the close of business on the Cutoff Date, and all other related SUBI Assets, including:


	•	amounts in the SUBI Collection Account received in respect of the Leases or the sale of the Leased Vehicles,

	•	certain monies due under or payable in respect of the Leases and the Leased Vehicles after the Cutoff Date, including the right to receive payments made to NMAC, the Transferor, the Titling Trust, the Titling Trustee or the Servicer under any insurance policy relating to the Leases, the Leased Vehicles or the related lessees and

	•	all proceeds of the foregoing.

On the Closing Date, the Titling Trust will issue the SUBI Certificate to or upon the order of NILT Trust, as UTI Beneficiary.

Simultaneously with the issuance of the SUBI Certificate to the UTI Beneficiary, the UTI Beneficiary will convey the SUBI Certificate to the Transferor pursuant to a transfer agreement, to be dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”). The UTI Beneficiary will covenant to treat the conveyance of the SUBI Certificate to the Transferor as an absolute sale, transfer and assignment for all purposes.

Immediately after the transfer of the SUBI Certificate to the Transferor, the Transferor will:


	•	transfer to the Issuer, without recourse, all of its right, title and interest in and to the SUBI Certificate under a transfer agreement, to be dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”) and

	•	deliver the SUBI Certificate to the Issuer.

In exchange, the Issuer will transfer to the Transferor the Notes and the Certificates.

Immediately following the transfer of the SUBI Certificate to the Issuer, the Issuer will pledge its interest in the Trust Estate, which includes the SUBI Certificate, to the Indenture Trustee as security for the Notes.

Nissan Auto Leasing LLC II, the Transferor, is a special purpose limited liability company that was formed under the laws of Delaware on October 24, 2001. The sole member of the Transferor is NMAC. NMAC may not transfer its membership interest in the Transferor so long as any financings involving interests held by the Transferor at any time in the Titling Trust, including the transaction described in this prospectus, are outstanding. The principal office of the Transferor is located at 990 West 190th Street, Torrance, California 90502, and its telephone number is (310) 719-8509.

The Transferor was organized solely for the purpose of acquiring interests in the UTI, the SUBI and Other SUBIs, causing securities such as the Notes and the Certificates to be issued, and engaging in related transactions. The limited liability company agreement of the Transferor limits its activities to the foregoing purposes and to any activities incidental or necessary thereto.

NMAC was incorporated in the state of California in November 1981 and began operations in February 1982. NMAC provides indirect automotive consumer loan and lease financing and direct dealer financing

NMAC is an indirect wholly-owned subsidiary of Nissan Motor Co., Ltd. (“Nissan”). Although Nissan is not guaranteeing the Issuer’s obligations under the Notes, Nissan’s financial condition may affect NMAC’s ability to service the Leases. For the fiscal year ended March 31, 2004, Nissan reported consolidated net profit after tax of 504 billion yen (US $4.45 billion), an increase of 1.8% from a year earlier. Nissan further reported consolidated net sales of 7.43 trillion yen (US $65.63 billion), up 8.8% from the prior year and consolidated operating profit of 825 billion yen (US $7.29 billion), an increase of 11.9% from a year earlier. For the same period, Nissan’s consolidated operation margin was 11.1% of net sales, the highest in Nissan’s history, and above the Nissan 180 target of 8.0% for the fiscal year ended March 31, 2004.

Current long-term ratings for Nissan by Standard & Poor’s and Moody’s are BBB+ and Baa1, respectively. On March 9, 2004, Moody’s upgraded Nissan’s rating from Baa3 to Baa1. On July 20, 2004, Standard & Poor’s upgraded Nissan’s rating from BBB to BBB+.

The foregoing expression of Japanese yen in U.S. has been converted, for the convenience of the reader only, at the foreign exchange rate of 113.2 yen/dollar, the average rate for the fiscal year ended March 31, 2004.

Both auto loan and auto lease applications are subject to the same credit policies and procedures at NMAC. Contracts that are purchased must comply with NMAC’s underwriting standards and other requirements, as described below, under existing agreements between NMAC and Dealers. NMAC’s underwriting standards emphasize the prospective lessee’s ability to pay and creditworthiness, as well as the asset value of the motor vehicle to be financed. NMAC’s underwriting, servicing and collection activities are conducted principally at a centralized processing center in Irving, Texas.

Lease applications submitted to NMAC for a new or used motor vehicle must list sufficient information to process the application, including the applicant’s:


	•	residential information,

	•	source and amount of monthly income,

	•	monthly mortgage or rent payment, and

	•	other personal information.

NMAC’s credit decision is influenced by, among other things, the applicant’s credit score as obtained from a statistically derived empirical credit scoring process. The credit scoring process considers credit bureau, application and contract information. The credit scoring process also takes into account debt ratios, such as vehicle payment to income, and total debt payments to total income, residential status, monthly mortgage or rent payment, bank accounts and other personal information. NMAC makes its final credit decision based upon the degree of credit risk perceived and the amount of credit requested. In addition, NMAC uses a repeat customer algorithm to grant pre-approvals to existing lease customers. From September 1996 through October 2001, NMAC utilized its own empirically derived scorecards. However, for competitive reasons, NMAC switched to risk models developed by Fair, Isaac and Company, Inc. beginning October 4, 2001. These generic scorecards (“FICO Scores”) will allow Dealers to enter into financing contracts with customers during hours that NMAC is not open for business. NMAC does not believe that the use of FICO Scores has materially changed credit risk profiles.

NMAC used risk-based pricing that includes a tiered system of lease rates and debt-to-value ratios representing the varying degrees of risk assigned to different ranges of credit risk. Risk-based pricing was phased out in June 2001 for the lease portfolio. However, NMAC continues to tier customers for credit risk monitoring and servicing purposes.

The value of the Securities being offered is based on the sum of the present value (discounted at a rate of % (the “Securitization Rate”)) of (i) the remaining monthly lease payments plus (ii) the Base Residual (such sum, the “Securitization Value”) of all the Leases and Leased Vehicles. The “Base Residual” means the lowest of (i) the Contract Residual, (ii) the MSRP ALG Residual (as defined below) and (iii) the Maximum Residualized MSRP ALG Residual (“MRM ALG Residual”). The MSRP ALG Residual and the MRM ALG Residual are residual value calculations produced by a third-party source, Automotive Lease Guide (“ALG”), an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. The MRM ALG Residual calculates a residual value estimate that is a percentage of the “Maximum Residualized MSRP,” which consists of the Manufacturers Suggested Retail Price (the “MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that NMAC understands add little or no value to the resale price of the vehicle. This calculation has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the residual value of such vehicle.

The following discussion relates to NMAC’s Contract Residuals, which will affect the return rates of vehicles to NMAC. Each lease sets forth a residual value (the “Contract Residual”), which is the value of the leased vehicle at the scheduled termination of the lease established at the time of origination of the lease. In establishing the Contract Residual of leased vehicles, NMAC uses residual value estimates produced by ALG based on the total MSRP of the base vehicle and all NMAC authorized options, without making a distinction between the value adding options and non-value adding options, herein referred to as the “MSRP ALG Residual,” or “ALG Residual”. In general, NMAC establishes the Contract Residual by adding a small number of percentage points to the ALG Residual. The difference between the Contract Residual specified in a lease and the ALG Residual represents marketing incentives offered to customers. NMAC has fully reserved funds for the difference between the Contract Residual and the ALG Residual.

The estimated future value of a leased vehicle is a major component of the leasing business. Specifically, any excess of the Contract Residual of a vehicle over its actual future market value represents a residual loss at lease termination. NMAC believes that this difference between the Contract Residual and the actual value at maturity may affect consumer behavior concerning purchasing or returning a vehicle to the lessor at lease termination. Furthermore, NMAC believes that return rates may decline as the difference between the Contract Residual and actual value declines. As it specifically pertains to this transaction, the residual loss at lease termination in respect of a Leased Vehicle will be determined by the excess, if any, of the Base Residual of the Leased Vehicle, which is the lowest of the related Contract Residual, the MSRP ALG Residual and the MRM ALG Residual of such vehicle, over its actual future market value.

Nissan North America, Inc. (“NNA”) (NMAC’s parent company) was responsible for setting Contract Residuals for Nissan leased vehicles during the four fiscal years ended March 31, 1996, March 31, 1997, March 31, 1998 and March 31, 1999. During this period, NNA favored high Contract Residuals (which reduced monthly lease payments). In addition, during the three fiscal years ended March 31, 1995, March 31, 1996 and March 31, 1997, an internal model was used to set Contract Residuals, which proved to be inaccurate in its predictions, resulting in higher than anticipated losses. In April 1997, this model was abandoned in favor of basing residual values on ALG Residuals plus a certain percentage. Although residual setting policies continued to be aggressive in fiscal year 1997, using ALG Residuals as a basis for the Contract Residuals was the beginning of significant changes in residual setting policies for Nissan leased vehicles.

Beginning in fiscal year 1999, NNA and NMAC agreed to the use of more conservative residual setting policies and the management of the portfolio was transferred to NMAC. The new policies, which continue to date, use ALG Residuals in setting the Contract Residuals and limit marketing incentive programs to a small percentage above these amounts. Historically, NMAC lease terms have been primarily 36 months; therefore, the majority of leases originated under the old policies matured during fiscal years 2000 and 2001.

All of the Leases and Leased Vehicles that have been allocated to the SUBI have been originated under the revised residual policies that were initiated in fiscal year 1997. Notwithstanding the foregoing, no assurance can be given as to NMAC’s future experience with respect to the return rates of Nissan vehicles

NMAC believes that the historical residual value loss experience is partially attributable to new car pricing policies of all manufacturers. Most manufacturers have recently endeavored to keep new car pricing flat and, in some cases, less than the prices for models from prior years. New car models frequently have certain standard equipment that was included as optional equipment in models from prior years. These factors have exerted additional downward pressure on the value of used vehicles when compared to the price for new vehicles.

NMAC handles all remarketing of leased vehicles, including customer service, collections, accounting and titling. NMAC’s vehicle remarketing department begins a direct mail campaign to all lessees 180 days prior to lease maturity to ascertain whether the lessees intend to purchase or return their leased vehicles. NMAC continues to attempt to contact each lessee through additional direct mail at intervals of 120 days, 75 days and 30 days from maturity. Lessees that do not respond to any mailings are contacted by NMAC to determine their intentions and to apprise them of their end-of-term obligations.

At 90 days prior to maturity, NMAC attempts to contact each lessee with information regarding the lessee’s lease obligations, including the vehicle inspection and turn-in process and the required documentation. The vehicle inspection may occur at the lessee’s residence or place of business, a dealership or a mutually agreed upon meeting place. The lessee is provided an estimate for excess mileage or excess wear and tear billing potential and is encouraged to file insurance claims and make repairs prior to grounding the vehicle. In addition, the lessee is encouraged to have the vehicle re-inspected prior to returning the vehicle if the condition of the vehicle changes after the original inspection.

Each NMAC form of lease provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all damage to the leased vehicle and for its loss, seizure or theft. At the scheduled maturity date of a lease, if the lessee does not purchase the leased vehicle, the lease requires the lessee to pay the lessor any applicable charges for excess mileage or excess wear and tear (“Excess Mileage and Excess Wear and Tear Charges”). The Excess Mileage and Excess Wear and Tear Charges are assessed to compensate the lessor in connection with, among others: (1) inoperative mechanical parts including power accessories; (2) dents, scratches, chips or rusted areas on the body; (3) mismatched paint; (4) broken windows or inoperative window mechanisms; (5) broken headlight lenses or sealed beams, dents, cuts, scratches or gouges in the bumper; (6) broken grilles or dents in the grilles; (7) single dents or a series of small dents on other train parts, including headlight and taillight bezels; (8) seats, seat belts, head lining, door panels or carpeting that are torn or are damaged beyond ordinary wear and use or are burned; (9) any windshield damaged with chips, cracks or bull’s-eyes; (10) any tire not part of a matching set of five tires (or four with an emergency spare), or tires with less than 1/8 inch of tread remaining at the shallowest point, or tires which are not a matching set of tires of comparable type and quality to the tires furnished with the vehicle upon commencement of the lease; or (11) missing parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, chrome stripping, rearview mirrors, radio and stereo components, or emergency spare.

NMAC’s vehicle remarketing department handles all motor vehicle sales for NMAC including repossessions and end of term leases. The department is managed at a centralized location in Torrance, California, with a customer call center located in Irving, Texas and field representatives located near their respective auction sites.

Each lease provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the related Contract Residual. If the lessee does not exercise this option, the related Dealer has the option to purchase the vehicle at the Contract Residual. Vehicles that are not purchased by the lessee or the Dealer are turned over to NMAC for sale through auction. NMAC uses a system of auto auctions throughout the United States. NMAC views speed and efficiency of operations as the most critical aspects of managing off-lease vehicle inventory. NMAC has an internal target of 45 days from the time a leased vehicle is turned in until it is sold. Credit repossessions are handled in accordance with various state requirements.

All remarketing operations are electronic. This allows NMAC to control inventory management, flow of vehicles to the auction and placement of the vehicles to auction locations that it believes will yield the highest net recovery value.

Each vehicle is inspected by an independent third party at the auction locations to determine its condition prior to sale. Condition reports are electronically transmitted to the remarketing department’s system. Based on its condition and mileage, each vehicle is assigned a target auction floor price. Field representatives monitor the auctions and determine which vehicles to sell or pass on a given day. Vehicles that are passed on are offered again on the next available auction date, to attempt to ensure that the vehicles are sold in a timely manner.

In general, off-lease vehicles are sold in the following order of preference: (a) Electronic Sales System — NMAC makes available a limited number of low mileage, low damage vehicles for sale to Nissan Dealers; (b) Closed Auction — only Nissan Dealers can purchase Nissan vehicles and only Infiniti Dealers can purchase Infiniti vehicles at a closed auction event; (c) Corporate Closed Auction — open to both Nissan and Infiniti Dealers regardless of which type of vehicle is sold; and (d) Open Auction — open to any licensed Dealer in the United States. NMAC favors closed auctions; however, open auctions are used when NMAC management deems it appropriate given the size of the off-lease vehicle inventory.

NMAC has regular sales at over 20 major auction locations throughout the United States. NMAC’s highest volume is in the northeast region. From time to time, auction capacity and demand for pre-owned vehicles in the northern markets is insufficient to absorb the volume. Therefore, NMAC will transport vehicles to different regions where it perceives there to be a greater demand in order to maximize the vehicles’ recovery values.

NMAC’s form of lease requires that lessees maintain motor vehicle liability and motor vehicle physical damage insurance on the leased vehicle. The motor vehicle liability coverage must provide minimum limits of $100,000 per person and $300,000 combined limit per accident for bodily injury to third parties, and $50,000 for damage to the property of third parties ($30,000 in Hawaii). These limits exceed the statutory minimums required by many states. The insurance policy must name the Titling Trust as an additional insured and loss payee. The motor vehicle physical damage coverage must provide comprehensive and collision coverage for the actual cash value of the vehicle, with maximum deductibles of $1,000 for each such coverage. Since lessees may choose their own insurers to provide the required coverage, the specific terms and conditions of policies vary. NMAC requires lessees to provide evidence that the specified insurance coverage and additional insured loss payee provisions are in effect at the inception of the lease. Except in certain states, NMAC does not monitor lessees’ continued compliance with their insurance obligations.

For vehicle leases originated prior to April 1, 2004, NMAC provided Guaranteed Automobile Protection coverage on all leased vehicles with no additional cost to the lessee. If a lessee’s vehicle is destroyed or irretrievably lost as a result of theft, an accident or some other misfortune that meets NMAC’s published criteria, and the lessee is not in default, NMAC will accept the actual cash value paid by the lessee’s insurance company as payment in full of the lease balance. If the insurance loss proceeds exceed the lessee’s lease obligations, the excess will not be refunded to the lessee (unless required by state law). If the lessee owes any past due payments or other amounts under the lease, the Servicer may use the security deposits to offset such amounts.

NMAC does not require lessees to carry credit disability, credit life, credit health or other similar insurance coverage, which provides for payments to be made on the leases on behalf of lessees in the event of disability or death. To the extent that the lessee obtains any of these insurance coverages, payments received on such coverage may, if permitted by applicable law, be applied to payments on the related lease to the extent that the lessee’s beneficiary chooses to do so.

There are two methods for lessees to make monthly lease payments. Most lessees mail payments, along with a payment statement, to one of four lockboxes. A small percentage of lessees use NMAC’s automated clearinghouse system. All payments will be deposited into the SUBI Collection Account within two Business Days after receipt, unless certain conditions as set forth in the Servicing Agreement have been met, which would then permit deposits on a monthly basis. See “Additional Document Provisions — The Servicing Agreement — Collections.”

NMAC considers a lease to be delinquent when $50 or more of a scheduled payment is past due. If a lease is delinquent, NMAC mails a notice to the lessee and initiates telephone contacts requesting payment. If the delinquent lease cannot be brought current or completely collected within 60 to 90 days, NMAC generally attempts to repossess the related leased vehicle. NMAC holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement and then sells or otherwise disposes of the vehicles. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the lease are pursued by or on behalf of NMAC to the extent practicable and legally permitted. See “Additional Legal Aspects of the Leases and Leased Vehicles — Deficiency Judgments.” NMAC attempts to contact lessees and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

On occasion, NMAC may extend the term of a lease if the lessee requests such extension and is not in default on any of its obligations under the lease and if the lessee agrees to continue to make monthly payments (each, a “Term Extension”). Lessees at the end of a lease who intend to lease another Nissan or an Infiniti automobile but cannot do so at lease maturity for reasons such as awaiting delivery of a new vehicle, preference for the next model year or other timing circumstances, may qualify for a lease term extension of up to a maximum of six months. In addition, in the future NMAC may adopt incentive programs that encourage Term Extensions in circumstances other than in connection with the lease of another Nissan or Infiniti automobile. If a Term Extension is granted, the Servicing Agreement will require a deposit into the SUBI Collection Account of an amount equal to the Repurchase Payment, at which time such Lease and the related Leased Vehicle will be repurchased and will no longer constitute SUBI Assets.

NMAC may also permit a lessee to terminate a lease prior to its maturity in order to allow such lessee to enter into a new lease contract for a different Nissan or Infiniti vehicle, provided that a lessee is not in default on any of its obligations (each, a “Pull-Forward”). NMAC will waive the lessee’s remaining monthly lease payments in connection with a Pull-Forward and the Servicing Agreement will require that NMAC make a desposit into the SUBI Collection Account of an amount equal to such remaining lease payments. The lessee will still be responsible, however, for (a) any amounts assessed by the Servicer as a result of excessive wear and tear, (b) any excess mileage charge for the period for which the Lease was in effect, pro-rated monthly and (c) any taxes related to the termination of the Lease.

The “Repurchase Payment” with respect of any Lease will mean the Securitization Value of such Lease plus any delinquent monthly payments that have not been paid by the lessee on the related Lease Maturity Date.

Set forth below is information concerning NMAC’s experience with respect to its entire portfolio of new and used Nissan motor vehicle leases, which includes leases owned by NMAC or the Titling Trust and leases

NMAC establishes an allowance for expected credit losses and deducts amounts reflecting losses against such allowance. For credit loss terminations, NMAC charges the account balance related to a lease against the allowance for credit losses upon the related vehicle’s sale date. For losses related to uncollected end of term charges such as Excess Mileage and Excess Wear and Tear Charges on early, full and over termination leases, NMAC charges the account balance to the related allowance 120 days after the initial customer billing statement is produced. NMAC credits any recoveries from charge-offs related to a lease to the allowance.

Gains or losses associated with the sale of off-lease inventory are recorded and charged to the corresponding allowance upon the vehicle sale date.

Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond NMAC’s control. There is no assurance that NMAC’s delinquency, repossession and loss experience with respect to its leases and the related leased vehicles in the future, or the experience of the Issuer with respect to the Leases and the Leased Vehicles, will be similar to that set forth below.

We have not provided similar delinquency, repossession and loss data on the Leases, because none of the Leases, as of the Cutoff Date, were more than 29 days delinquent in payments. See “The Leases — Characteristics of the Leases — General.”


(1)	Includes leases for Nissan vehicles that NMAC has sold to third parties but continues to service. [As of June 30, 2004, leases related to used Nissan vehicles constituted less than 1% of NMAC’s portfolio based upon the number of leases outstanding.]

(2)	Dollar amounts based on book value.

(3)	An account is considered delinquent if $50 or more of the scheduled monthly payment is past due.


(1)	Includes leases for Nissan vehicles that NMAC has sold to third parties but continues to service. [As of June 30, 2004, leases related to used Nissan vehicles constituted less than 1% of NMAC’s portfolio based upon the number of leases outstanding.]

(2)	The percentages for the three months ended June 30, 2004 have been annualized in order to facilitate year to year comparisons. Actual percentages for the entire year may differ from the annualized percentages.

(3)	Dollar amounts based on book value.

(4)	Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

(5)	Dollars not in thousands.

Set forth below is information concerning residual value loss experience and return rates for Nissan vehicles at termination. The residual value loss rates are indicated as the difference between the ALG Residual and the actual amounts received for the off-lease vehicles (customer purchases and auction proceeds). Contract Residuals on contracts originated prior to April 1997 reflect values set by NNA’s internal model. In general, Contract Residuals on contracts originated after April 1997 reflect ALG Residuals plus a small number of percentage points. (See “Determination of Residual Values.”)


(1)	Includes leases for Nissan vehicles which NMAC has sold to third parties but continues to service. The leases are grouped by scheduled lease maturity date. Excludes leases that have been terminated pursuant to a lessee default (including, but not limited to, as a result of the lessee’s failure to maintain insurance coverage required by the lease, the failure of the lessee to timely or properly perform any obligation under the lease, or any other act by the lessee constituting a default under applicable law).

(2)	ALG Residual for Standard Mileage Leases (15,000 miles/year) (not adjusted for Maximum Residualized MSRP).

(3)	Excludes repossessions, vehicles in inventory and NMAC Residual Percentages of less than 10% and greater than 95%. MSRP adjusted for Dealer add-ins in accordance with NMAC policy. Includes lessee initiated early terminations.

(4)	Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity.

(5)	The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate.

(6)	Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual.

In January 2001, NMAC implemented a like kind exchange (“LKE”) program for its lease portfolio. Previously, NMAC recognized a taxable gain on the resale of most vehicles returned to the Titling Trust upon lease termination. The LKE program is designed to permit NMAC to defer recognition of taxable gain by exchanging Matured Vehicles and Defaulted Vehicles, for new vehicles (the “Replacement Vehicles”):


	•	LKE requires the proceeds from the sale of a Matured Vehicle or a Defaulted Vehicle to be assigned to, and deposited directly with, a Qualified Intermediary (the “QI”) rather than being paid directly to NMAC as Servicer.

	•	In order to enable NMAC to take advantage of the tax deferral, the Matured Vehicle or the Defaulted Vehicle will be reallocated from the SUBI to the UTI at the same time and at the same dollar amount that such Matured Vehicle or Defaulted Vehicle is sold at auction.

	•	The QI uses the proceeds of the sale, together with additional funds, if necessary, to purchase Replacement Vehicles.

	•	The Replacement Vehicles are then transferred to the Titling Trust and become part of the UTI.

	•	The Titling Trust is then deemed to have exchanged Matured Vehicles and Defaulted Vehicles for the Replacement Vehicles and NMAC is not required to recognize any taxable gain.

Because the SUBI will receive amounts equal to the disposition proceeds of the Leased Vehicle in the same time frame as if there was no reallocation from the SUBI to the UTI, the LKE program is not anticipated to have any impact on the amounts and timing of payments to be received by the Issuer from the disposition of Leased Vehicles.

The Leases allocated to the SUBI consist of motor vehicle retail closed-end leases for new Nissan motor vehicles. Each of the Leases was originated by a Dealer in the ordinary course of such Dealer’s business and assigned to the Titling Trust on or prior to the Cutoff Date, in accordance with the underwriting procedures described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures.” The Leases are operating leases for accounting purposes and have been selected based upon the criteria specified in the SUBI Trust Agreement and described under “— Characteristics of the Leases — General” and “— Representations, Warranties and Covenants.” NMAC will represent and warrant, among other things, that (1) no adverse selection procedures were employed in selecting the Leases or the Leased Vehicles for inclusion in the SUBI Assets, and (2) it is not aware of any bias in the selection of the Leases that would cause the delinquencies or losses on the Leases to be greater than those experienced on other retail closed-end leases held in the Titling Trust’s portfolio; however, it is nonetheless possible that the delinquencies or losses on the Leases could exceed those on other leases included in NMAC’s portfolio of new and used Nissan motor vehicle leases, which includes leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC.

Each Lease is a closed-end lease. Over the term of the Lease (the “Lease Term”), the lessee is required to make level monthly payments intended to cover the cost of financing the related Leased Vehicle, scheduled depreciation of the Leased Vehicle and certain sales, use or lease taxes. From each payment billed with respect to a Leased Vehicle, the amounts that represent the financing cost and depreciation of the Leased Vehicle (including any capitalized amounts, such as insurance and warranty premiums) (the “Monthly


	(1)	the lessee can purchase the Leased Vehicle at the Contract Residual stated in the Lease, or

	(2)	the lessee can return the Leased Vehicle to, or upon the order of, the lessor and pay an amount (the “Disposition Amount”) determined by adding (a) any due but unpaid payments and other charges under the Lease, (b) a disposition fee, if any, generally not exceeding the lesser of [$350] or the sum of two Monthly Payments, (c) any amounts assessed by the Servicer as a result of excessive wear and tear, (d) any excess mileage charge for the period for which the Lease was in effect, pro-rated monthly and (e) any taxes related to the termination of the Lease.

The Contract Residuals paid by lessees to purchase Leased Vehicles and all amounts assessed and collected by the Servicer in connection with the Excess Mileage and Excess Wear and Tear Charges upon return of the Leased Vehicles will be available to the Issuer to make payments in respect of the Securities. As a consequence of the frequency of prepayments by lessees prior to the related Lease Maturity Dates, many of the Leases are not expected to run to their full terms. See “Maturity, Prepayment and Yield Considerations.”

Each Lease allows the related lessee to terminate the Lease before the related Lease Maturity Date (each, a “Lessee Initiated Early Termination”) provided that the lessee is not in default. In addition, in the future NMAC may adopt incentive plans that encourage related lessee to terminate the Lease before the related Maturity Date. A lessee wishing to terminate a Lease will be required to pay a Disposition Amount (under some lease contracts) plus an “Early Termination Charge” equal to the lesser of (i) the difference, if any, between (a) the sum of the present value of (1) the remaining Monthly Payments and (2) the Contract Residual of the related Leased Vehicle and (b) a wholesale value assigned to the Leased Vehicle by NMAC in accordance with accepted practices in the automobile industry (or by written agreement between NMAC, on behalf of the Titling Trust, and the lessee) and (ii) the remaining Monthly Payments.

Each Lease also allows the lessor to terminate the Lease and repossess the related Leased Vehicle upon a lessee default (each, a “Credit Termination”). Events of default under a Lease include, but are not limited to:


	(1)	the failure by a lessee to make a payment when due,

	(2)	the failure of the lessee to provide truthful information on the credit application,

	(3)	the failure of the lessee to maintain insurance coverage required by the Lease,

	(4)	the failure of the lessee to timely or properly perform any obligation under the Lease,

	(5)	the bankruptcy or other insolvency of the lessee or

	(6)	any other act by the lessee constituting a default under applicable law.

If the lessor terminates a Lease early due to a Credit Termination, the lessee will owe an amount determined by adding the following:


	(1)	the Disposition Amount (including payments accrued under the Lease through the date of termination),

	(2)	the Early Termination Charge,

	(3)	collection, repossession, transportation, storage and Disposition Expenses, and

	(4)	reasonable attorneys’ fees and court costs, to the extent permitted by law.

A Lease may also terminate prior to its Lease Maturity Date if the related Leased Vehicle has been lost, stolen or damaged beyond economic repair (each, a “Casualty Termination” and, together with a Lessee Initiated Early Termination and a Credit Termination, “Early Lease Terminations”). If the Leased Vehicle is stolen (and not recovered) or destroyed, and, so long as the lessee has complied with the lessee’s insurance

The securitized portfolio information presented in this prospectus is stated as of the Cutoff Date and is calculated based on the Securitization Value of the Leases allocated to the SUBI. As of the Cutoff Date, the Leases allocated to the SUBI had an aggregate Securitization Value of approximately $ .

The Leases were selected from a pool of eligible leases that all met several criteria. The criteria for the Leases include, among others, that, as of the Cutoff Date, each Lease:


	•	relates to a Nissan automobile, light duty truck, minivan or sport utility vehicle, of a model year of or later,

	•	is written with respect to a Leased Vehicle that was at the time of the origination of the related Lease a new Nissan motor vehicle,

	•	was originated in the United States on or after , by a Dealer (a) for a lessee with a United States address, (b) in the ordinary course of such Dealer’s business, and (c) pursuant to a Dealer agreement that provides for recourse to the Dealer in the event of certain defects in the Lease, but not for default by the lessee,

	•	has a remaining term to maturity, as of the Cutoff Date, of not less than months and not greater than months,

	•	provides for level payments that fully amortize the Adjusted Capitalized Cost of the Lease at a contractual annual percentage rate (the “Lease Rate”) to the related Contract Residual over the Lease Term and, in the event of a Lessee Initiated Early Termination, provides for payment of an Early Termination Charge,

	•	is not more than 29 days past due as of the Cutoff Date,

	•	is owned, and the related Leased Vehicle is owned by the Titling Trust, free of all liens (including tax liens, mechanics’ liens, and other liens that arise by operation of law), other than any Administrative Lien,

	•	was originated in compliance with, and complies in all material respect with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the Board of Governors of the Federal Reserve, all state leasing and consumer protection laws and all state and federal usury laws,

	•	is the valid, legal, and binding full-recourse payment obligation of the related lessee, enforceable against such lessee in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of credits’ rights in general or (b) general principles of equity,


	•	is payable solely in U.S. dollars,

	•	the related lessee of which is a person located in one or more of the [48] states of the United States or the District of Columbia and is not (a) NMAC or any of its affiliates, or (b) the United States of America or any state or local government or any agency or potential subdivision thereof, and

	•	has a Securitization Value, as of its origination date, of no greater than $ .


(1)	As of the Cutoff Date.

(2)	Weighted average by Securitization Value as of the Cutoff Date.

The “Adjusted Capitalized Cost” for each lease is the difference between (i) the sum of (a) the value of the vehicle agreed upon between the Dealer and the lessee, plus (b) the cost of any items that the lessee pays over the Lease Term, such as taxes, fees, service contracts and insurance, and (ii) the amount of any net trade-in allowance, rebate, non-cash credit or cash paid by the lessee.

Under the Servicing Agreement, the Servicer will calculate a “Securitization Value” for each lease equal to the following:

The Securitization Value represents the amount of financing that will be raised against each Lease and will at any given time during the term of the Lease represent the principal amount of Securities that can be amortized by the sum of the Monthly Payments due in respect of the Leased Vehicle over the remaining Lease Term, plus the Base Residual of the Leased Vehicle, in each case discounted at an annualized rate equal to the Securitization Rate. The “Securitization Rate” will equal %.

The distribution of the Leased Vehicles as of the Cutoff Date by Nissan model was as follows:


(1)	Balances and percentages may not add to total due to rounding.

(2)	Includes CrewCab.

The distribution of the Leases as of the Cutoff Date by original Lease Term was as follows:

The distribution of the Leases as of the Cutoff Date by remaining lease term was as follows:

The distribution of the Leases as of the Cutoff Date by quarter of maturity was as follows:


(1)	Determined as of the date of original registration of the vehicle.

(2)	Balances and percentages may not add to total due to rounding.

(3)	Determined as of the Cutoff Date.

The Titling Trust’s rights related to the Leases will include all rights under the Leases to the refundable security deposit paid by the lessees at the time the Leases are originated (the “Security Deposit”). As part of its general servicing obligations, the Servicer will retain possession of each Security Deposit remitted by the lessees and will apply the proceeds of these Security Deposits in accordance with the terms of the Leases, its customary and usual servicing procedures and applicable law. The Servicer will not be required to segregate Security Deposits from its own funds (except for Security Deposits paid in connection with Leases originated in New York, which Security Deposits must be segregated). Any income earned from any investment on the Security Deposits by the Servicer shall be for the account of the Servicer as additional servicing compensation (except for income earned on Security Deposits paid in connection with Leases originated in New York, which income, if any, must be reserved for the lessee who initially paid the related Security Deposit).

The Leases and Leased Vehicles will be described in a schedule appearing as an exhibit to the SUBI Trust Agreement that will identify for each Lease:


	•	the identification number of the Lease,

	•	the identification number of the related Leased Vehicle,

	•	the related Lease Maturity Date and

	•	the Securitization Value of the Lease and the related Leased Vehicle on NMAC’s books as of the Cutoff Date.

In the Servicing Agreement, NMAC will make representations and warranties with respect to each Lease and related Leased Vehicle as described in the second paragraph under “The Leases — Characteristics of the Leases — General.” NMAC will make certain other representations and warranties, including, among other things, that each Lease and, to the extent applicable, the related Leased Vehicle or lessee:


	(1)	was originated by a Dealer located in the United States (a) in the ordinary course of its business and (b) in compliance with NMAC’s customary credit and collection policies and practices,

	(2)	has been validly assigned to the Titling Trust by the related Dealer and is owned by the Titling Trust, free of all liens, encumbrances or rights of others (other than the holder of any Administrative Lien),

	(3)	is a U.S. dollar-denominated obligation,

	(4)	constitutes “chattel paper,” as defined under the UCC,

	(5)	is not recourse to the Dealer,

	(6)	is a lease as to which no selection procedure was used that was believed by NMAC to be adverse to the holders of interests in the SUBI,

	(7)	was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws,

	(8)	as of the Cutoff Date, (a) is a legal, valid and binding payment obligation of the related lessee, enforceable against the lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) is a lease as to which no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing, (d) is a lease as to which no default (other than payment defaults continuing for a period of no more than 29 days as of the Cutoff Date), breach or violation shall have occurred and no continuing condition that, with notice or lapse of time or both, would constitute a default, breach or violation shall have occurred and (e) is a lease as to which none of the foregoing shall have been waived (other than deferrals and waivers of late payment charges or fees permitted under the Servicing Agreement),


	(10)	an executed copy of the documentation associated therewith is located at one of NMAC’s offices, and

	(11)	to the knowledge of the Servicer, the lessee has obtained or agreed to obtain physical damage and liability insurance covering the related Leased Vehicle as required under the Lease.

The Servicing Agreement will also provide that if the Titling Trustee, NMAC, the Owner Trustee, the Indenture Trustee or the Transferor discovers a breach of any representation, warranty or covenant referred to in the preceding paragraph that materially and adversely affects the Issuer’s interest in the related Lease or Leased Vehicle, which breach is not cured in all material respects on or before the Deposit Date related to the Collection Period in which the Servicer discovers such breach (either pursuant to notice or otherwise), the Lease and related Leased Vehicle (and any other related SUBI Assets) will be reallocated to the UTI or transferred to the Servicer on the deposit date related to such Collection Period. In connection with this reallocation, NMAC will be required to deposit (or cause to be deposited) into the SUBI Collection Account the Repurchase Payment.

The Repurchase Payment must be made by the Servicer as of the day on which the related cure period ended. Upon such payment, the related Lease and Leased Vehicle shall no longer constitute SUBI Assets. The foregoing payment obligation will survive any termination of NMAC as servicer under the Servicing Agreement. Under some circumstances, the Servicer will be required to make Repurchase Payments in respect of Leases as to which the Servicer grants a Term Extension and, in certain circumstances, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will be required to make Repurchase Payments in respect of Leases as to which the related lessee changes the domicile of or title to a Leased Vehicle to Alabama or any other jurisdiction in which the Issuer is not qualified to do business.

The rate of payment of principal of the Notes will depend on the rate of payments on the Leases and the related Leased Vehicles (including scheduled payments on and prepayments and liquidations of the Leases) and losses on the Leases and related Leased Vehicles, which cannot be predicted with certainty.

A prepayment of a Lease in full (including payment in respect of the Contract Residual of the related Leased Vehicle) may be in the form of:


	•	proceeds resulting from Early Lease Terminations, including Net Insurance Proceeds and Net Liquidation Proceeds, or

	•	Repurchase Payments made or caused to be made by the Servicer.

“Net Insurance Proceeds” means, with respect to any Leased Vehicle, Lease or lessee, all related Insurance Proceeds, net of the amount thereof (a) applied to the repair of the related Leased Vehicle, (b) released to the lessee in accordance with applicable law or the customary servicing procedures of the Servicer or (c) representing other related expenses incurred by the Servicer not otherwise included in liquidation expenses or Disposition Expenses that are recoverable by the Servicer under the Servicing Agreement.

The rate of prepayment on the Leases (including payment in respect of the Contract Residual of the related Leased Vehicle) may be influenced by a variety of economic, social and other factors, including the availability of competing lease programs and the conditions in the used motor vehicle market. In general, prepayments of Leases will shorten the weighted average life of the Notes, which is the average amount of time during which each dollar of the principal amount of a Note is outstanding. As the rate of payment of principal on the Notes will depend primarily on the rate of payment — including prepayments — of the Leases, the final payment of principal of a class of Notes could occur significantly earlier than the applicable

Historical levels of lease delinquencies and defaults, leased vehicle repossessions and losses and residual value losses are discussed under “Nissan Motor Acceptance Corporation — Delinquency, Repossession and Loss Data.” NMAC can give no assurances that the Leases will experience the same rate of prepayment or default or any greater or lesser rate than NMAC’s historical rate, or that the residual value experience of Leased Vehicles related to Leases that are scheduled to reach their Lease Maturity Dates will be the same as NMAC’s historical residual value loss experience for all of the retail leases in its portfolio (including leases that NMAC has sold to third parties but continues to service).

The effective yield on, and average life of, the Notes will depend upon, among other things, the amount of scheduled and unscheduled payments on or in respect of the Leases and related Leased Vehicles and the rate at which such payments are paid to the holders of Notes. In the event of prepayments of the Leases (and payment of the Contract Residual of the related Leased Vehicles), Noteholders who receive such amounts may be unable to reinvest the related payments received on their Notes at yields as high as the related Note Rate. The timing of changes in the rate of prepayments on the Leases and payments in respect of the related Leased Vehicles may also significantly affect an investor’s actual yield to maturity and the average life of the Notes. A substantial increase in the rate of payments on or in respect of the Leases and related Leased Vehicles (including prepayments and liquidations of the Leases) may shorten the final maturity of, and may significantly affect the yield on, the Notes.

The yield to an investor who purchases Notes in the secondary market at a price other than par will vary from the anticipated yield if the rate of prepayment on the Leases is actually different than the rate the investor anticipates at the time it purchases the Notes.


	(1)	the price the investor paid for the related Notes,

	(2)	the rate of prepayments, including losses, in respect of the Leases and the related Leased Vehicles and

	(3)	the investor’s assumed reinvestment rate.

These factors do not operate independently, but are interrelated. For example, if the rate of prepayments on the Leases and the related Leased Vehicles is slower than anticipated, the investor’s yield will be lower if interest rates exceed the investor’s expectations and higher if interest rates fall below the investor’s expectations. Conversely, if the rate of prepayments on or in respect of the Leases and the related Leased Vehicles is faster than anticipated, the investor’s yield will be higher if interest rates surpass the investor’s expectations and lower if interest rates fall below the investor’s expectations.

In addition, if not previously paid prior to such time, the Notes will be prepaid in full if the Servicer exercises its option to purchase the SUBI Certificate from the Issuer in connection with an Optional Purchase.

The following information is provided solely to illustrate the effect of prepayments of the Leases and the related Leased Vehicles on the unpaid principal amounts of the Notes and the weighted average life of the Notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the Leases. It is expected that at the time this redemption option becomes available to the Servicer, only the Certificates will be outstanding.

Prepayments on motor vehicle leases may be measured by a prepayment standard or model. The prepayment model used in this prospectus is expressed in terms of percentages of “ABS,” which means a prepayment model that assumes a constant percentage of the original number of leases in the pool prepay each


	(1)	In month one, prepayments will occur at % ABS and increase by % ABS each month until reaching % ABS in the 30th month of the life of the lease.

	(2)	In month 31, prepayments increase to % ABS and remain at that level until the 36th month of the life of the lease.

	(3)	In month 37, prepayments decrease to % ABS and remain at that level until the original outstanding principal balance of the contract has been paid in full.

Neither any ABS rate nor the 100% Prepayment Assumption purports to be a historical description of the prepayment experience or a prediction of the anticipated rate prepayment of the Leases. We cannot assure you that the Leases will prepay at the levels of the Prepayment Assumption or at any other rate.

The tables below were prepared on the basis of certain assumptions, including that:


	•	as of the Cutoff Date, ten months have elapsed since the inception of the leases,

	•	all Monthly Payments are timely received and no Lease is ever delinquent,

	•	no Repurchase Payment is made in respect of any Lease,

	•	there are no losses in respect of the Leases,

	•	payments on the Securities are made on the 15th day of each month, whether or not the day is a Business Day,

	•	the servicing fee is 1.00% per annum,

	•	all prepayments on the Leases are prepayments in full (and the residual values of the related Leased Vehicles are paid in full),

	•	the Reserve Account is funded with an amount equal to $ ,

	•	the Securitization Value as of the Cutoff Date is $ , based on a Securitization Rate of % and

	•	the Closing Date is , 2004.

No representation is made as to what the actual levels of losses and delinquencies on the Leases will be. Because payments on the Leases and the Leased Vehicles will differ from those used in preparing the following tables, distributions of principal of the Notes may be made earlier or later than as set forth in the tables. Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

The following tables set forth the percentages of the unpaid principal amount of each class of the Notes that would be outstanding after each of the dates shown, based on a rate equal to 0%, 25%, 50%, 75% and 100% of the Prepayment Assumption. As used in the table, “0% Prepayment Assumption” assumes no prepayments on a lease, “25% Prepayment Assumption” assumes that a lease will prepay at 25% of the Prepayment Assumption and so forth.


(1)	The weighted average life of the Class A-1 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).


(1)	The weighted average life of the Class A-2 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).


(1)	The weighted average life of the Class A-3a Notes and the Class A-3b Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

The “Note Factor” or “Certificate Factor” for a class of Notes or the Certificates, respectively, will be a seven-digit decimal that the Servicer will compute for each Payment Date, which will represent the remaining outstanding principal amount of each class of Notes or the Certificates, as the case may be, as of such Payment Date (after giving effect to payments made on such Payment Date), expressed as a fraction of the initial outstanding principal amount of such class of Notes or the Certificates, as the case may be. Each Note Factor and the Certificate Factor will initially be 1.0000000 and will thereafter decline to reflect reductions in the principal amount of the related class of Notes or the Certificate Balance, respectively. A noteholder’s or certificateholder’s portion of the principal amount of the Notes or the Certificates, respectively, will be the product of (i) the original denomination of the Note or Certificate and (ii) the applicable Note Factor or the Certificate Factor, as the case may be.

On each Payment Date, the Indenture Trustee, pursuant to the Indenture, and the Owner Trustee, pursuant to the Trust Agreement, will provide to all registered holders of Notes and the Certificates, respectively (which, in the case of the Notes, will be Cede & Co. (“Cede”) as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein), unaudited reports concerning payments received on or in respect of the Leases and the Leased Vehicles, the Note Factor for each class of Notes and the Certificate Factor for the Certificates, and various other items of information. Note Owners may obtain copies of such reports upon a request in writing to the Indenture Trustee at its corporate trust office. In addition, Note Owners and certificateholders will be furnished information for tax reporting purposes during each calendar year, not later than the latest date permitted by law. For further details concerning information furnished to noteholders, Note Owners and certificateholders, you should refer to “Additional Information Regarding the Securities — Statements to Securityholders” and “Description of the Notes — Book-Entry Registration.”

The Notes will be issued under the Indenture. The Indenture, together with the SUBI Trust Agreement, the Servicing Agreement, the Trust Administration Agreement, the Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement, the Cap Agreement and the Agreement of Definitions are called the “Basic Documents.” The following summaries of the material provisions of the Basic Documents and the summaries of material provisions included under “The SUBI,” “The Titling Trust,” “The Leases — Characteristics of the Leases,” “— General” and “— Representations, Warranties and Covenants,” “Security for the Notes” and “Additional Document Provisions” do not purport to be complete and are subject to, and qualified in their entirety by reference to, the provisions of those documents. Where particular provisions of, or terms used in, a Basic Document are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of those summaries. Copies of the final signed Basic Documents will be filed with the SEC following the issuance of the Securities.

The Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof in book-entry form. The Notes initially will be registered in the name of Cede, the nominee of DTC. No Note Owner will be entitled to receive a certificate representing that owner’s Note, except as set forth below. Unless and until Notes are issued in fully registered certificated form (the “Definitive Notes”) under the limited circumstances described herein, all references herein to distributions, notices, reports and statements to noteholders will refer to the same actions made with respect to DTC or Cede, as the case may be, for the benefit of Note Owners in accordance with DTC procedures. See “— Book-Entry Registration” and “Additional Information Regarding the Securities — Definitive Securities.”

Distributions in respect of the Certificates will be subordinated to distributions in respect of the Notes to the limited extent described under “Additional Information Regarding the Securities — Payments on the Securities.”

Interest on the unpaid principal amount of each class of Notes will be generally paid in monthly installments on the 15th day of each month, or if such day is not a Business Day, then the next succeeding Business Day, beginning , 2004 (each, a “Payment Date”), to holders of record of the Notes (the “Noteholders”) as of the Business Day immediately preceding the Payment Date (each such date, a “Deposit Date”), with the final interest payment on each class of the Notes due on the earlier of (a) the Payment Date on which the principal amount of such class of Notes is reduced to zero or (b) the applicable Note Final Scheduled Payment Date. A “Business Day” will be any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, California, Illinois or New York are authorized or obligated by law, executive order or government decree to be closed.

Until the principal amount of the Notes has been paid in full, interest will accrue (a) on the Class A-1 Notes and the Class A-3a Notes, from and including the previous Payment Date, to but excluding the current Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding the first Payment Date and (b) on the Class A-2 Notes and the Class A-3b Notes, from and including the 15th day of each month, to but excluding the 15th day of the immediately succeeding month, or with respect to the first Payment Date, from and including the Closing Date, to but excluding , 2004 (each, an “Accrual Period”), at the rate specified below (each, a “Note Rate”):


	•	for the Class A-1 Notes, % per annum,

	•	for the Class A-2 Notes, % per annum,

	•	for the Class A-3a Notes, LIBOR + % per annum, and

	•	for the Class A-3b Notes, % per annum.

Interest on the Class A-1 Notes and the Class A-3a Notes will be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2 Notes and the Class A-3b Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The Certificates will be subordinated to the Notes so that, if other sources available to make payments of principal and interest on the Notes are insufficient, amounts that otherwise would be paid to the Certificates generally will be available for that purpose, as more fully described under “Description of the Notes — Principal”.

The Class A-3a Notes (the “Floating Rate Notes”) will bear interest during each applicable Accrual Period at a rate per annum determined by the London Interbank Offer Rate (“LIBOR”) plus the Spread. The “Spread” is the number of basis points to be added to the related LIBOR applicable to such Floating Rate Notes.

The rate of interest on the Floating Rate Notes will be reset for each Accrual Period on the first day of the applicable Accrual Period (each such date, an “Interest Reset Date”).

LIBOR will be calculated for each Accrual Period on the day that is two London Business Days prior to the related Interest Reset Date (each such date, an “Interest Determination Date”). LIBOR for each Accrual Period will be the rate for deposits in U.S. dollars having a maturity of one month (commencing on the related Interest Reset Date) that appears on the Designated LIBOR Page as of 11:00 a.m. London time, on the applicable Interest Determination Date.

With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations for

deposits in U.S. dollars for the period of one month, commencing on the second London Business Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations referred to in this paragraph are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York, New York, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If the banks so selected by the Calculation Agent are not quoting as mentioned in this paragraph, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. “Designated LIBOR Page” means the display on Moneyline Telerate, Inc. or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates of major banks for U.S. dollars.

U.S. Bank National Association will be designated as the calculation agent (the “Calculation Agent”) and, as such, will calculate the interest rates on each class of the Floating Rate Notes. All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the holders of the Floating Rate Notes. All percentages resulting from any calculation on the Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from that calculation on the Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

In order to issue the Class A-3a Notes bearing interest at floating rates, the Issuer has entered into an interest rate cap agreement with as cap provider (the “Cap Provider”). Pursuant to the interest rate cap agreement, if LIBOR related to any Payment Date exceeds the cap rate of % (the “Cap Rate”), the Cap Provider will pay to the Issuer an amount (the “Cap Payment”) equal to the product of:


	•	LIBOR for the related Payment Date minus the Cap Rate,

	•	the notional amount on the cap, which will equal the aggregate outstanding principal amount of the Class A-3a Notes on the first day of the Accrual Period related to such Payment Date and

	•	a fraction, the numerator of which is the actual number of days elapsed from and including the previous Payment Date, to but excluding the current Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding the first Payment Date, and the denominator of which is 360.

As more fully described under “Additional Information Regarding the Securities — Payments on the Securities,” interest payments on the Notes on a Payment Date generally will be made from the sum of:


	•	Available Funds remaining after the Servicer has been paid the Payment Date Advance Reimbursement and the Servicing Fee and

	•	Amounts on deposit in the Reserve Account.

Principal payments will be made to holders of each class of Notes on each Payment Date, in the priority and in the amounts set forth under “Additional Information Regarding the Securities — Payments on the Securities.”

On each Payment Date, Securityholders will be entitled to receive an amount (the “Principal Distribution Amount”) equal to the sum of (i) the Optimal Principal Distributable Amount and (ii) any Principal Carryover Shortfall as of the preceding Payment Date; provided, however, that on or after the Final Scheduled Payment Date for any class of Notes, and so long as no default under the Indenture has been declared, the Principal Distribution Amount will equal, until the principal balance of such class is reduced to zero, the greater of (i) such principal balance and (ii) the sum of (A) the Optimal Principal Distributable Amount and (B) any Principal Carryover Shortfall as of the preceding Payment Date; provided, further, that if the amount on deposit in the Reserve Account after giving effect to all deposits and withdrawals on such Payment Date exceeds the aggregate unpaid principal amount of the Notes, the unpaid principal amount of the Notes will be paid in full.

Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the Securities Balance and the aggregate amount of principal paid in respect of a class of Notes will not exceed its Initial Note Balance.

The funds available to make principal distributions on a Payment Date (the “Available Principal Distribution Amount”) will equal the excess of (i) the sum of (a) Available Funds remaining after the Servicer has been paid the Payment Date Advance Reimbursement and the Servicing Fee (together with any unpaid Servicing Fees in respect of one or more prior Collection Periods), and (b) the Reserve Account Draw Amount, over (ii) accrued interest that has been paid on the Notes on that Payment Date. Principal payments will be made to Securityholders on each Payment Date in an amount equal to the lesser of (a) the Principal Distribution Amount and (b) the Available Principal Distribution Amount (the “Monthly Principal Distributable Amount”).

The “Principal Carryover Shortfall” will mean, as of the close of business on any Payment Date, the excess, if any, of the Principal Distribution Amount over the Monthly Principal Distributable Amount.

On each Payment Date, unless the maturity of the Notes has been accelerated following an Indenture Default, principal payments shall be made sequentially so that no principal will be paid on any class of Notes until each class of Notes with a lower numerical designation has been paid in full. Thus, no principal will be paid on the Class A-2 Notes until the principal on the Class A-1 Notes has been paid in full and no principal will be paid on the Class A-3a or Class A-3b Notes until the principal on the Class A-2 Notes has been paid in full. Principal on the Class A-3a and Class A-3b Notes will be paid pro rata based on the principal balances of the Class A-3a and Class A-3b Notes until the principal on the Class A-3a and Class A-3b Notes has been paid in full. Any remaining principal payment will then be paid to the Certificates until they have been paid in full.

On any Payment Date, the “Note Balance” and the “Certificate Balance” will equal the Initial Note Balance or the Initial Certificate Balance, as the case may be, reduced by all payments of principal made on or prior to such Payment Date on the Notes or the Certificates, as the case may be.

On each Payment Date after the maturity of the Notes has been accelerated following an Indenture Default, principal will be allocated first to the Class A-1 Notes, until they have been paid in full, second, pro rata among all other classes of the Notes until they have been paid in full, and third, to the Certificates. See “Additional Information Regarding the Securities — Payments on the Securities” and “Additional Document Provisions — The Indenture — Indenture Defaults.”

The “Optimal Principal Distributable Amount” for any Payment Date and the related Collection Period will equal the sum of the following amounts:


	•	for each Leased Vehicle for which the related Lease did not terminate during that Collection Period, the difference between the Securitization Value of the Lease at the beginning and at the end of that Collection Period,

	•	for each Leased Vehicle for which the related Lease reached its Lease Maturity Date during that Collection Period, the Securitization Value of the Lease as of the Lease Maturity Date,

	•	for each Leased Vehicle purchased by the Servicer before its Lease Maturity Date, the Repurchase Payment, and

	•	for each Lease that became subject to an Early Lease Termination during the related Collection Period, the Securitization Value of the Lease as of the effective date of the Early Lease Termination.

To the extent not previously paid prior to such dates, the outstanding principal amount of each class of Notes will be payable in full on the Payment Date in the months specified below (each, a “Note Final Scheduled Payment Date”):


	•	for the Class A-1 Notes, ,

	•	for the Class A-2 Notes, ,

	•	for the Class A-3a Notes, and

	•	for the Class A-3b Notes, .

The actual date on which the Note Balance of a class of Notes is paid may be earlier than the applicable Note Final Scheduled Payment Date based on a variety of factors, including the factors described under “Risk Factors — The timing of principal payments is uncertain” and “Maturity, Prepayment and Yield Considerations.”

The Notes may be redeemed in whole, but not in part, on any Payment Date when an Optional Purchase can be exercised. The redemption price will equal the Note Balance plus accrued interest thereon at the applicable Note Rate through the related Accrual Period. The foregoing notwithstanding, it is expected that at the time this redemption option becomes available to the Servicer, only the Certificates will be outstanding. See “Additional Information Regarding the Securities — Optional Purchase.”

U.S. Bank National Association will be the Indenture Trustee under the Indenture. The Indenture Trustee is a national banking association and its corporate trust office is located at Wrigley Building, ILWB0410, 400 North Michigan Avenue, 2^nd Floor, Chicago, Illinois 60611. The fees and expenses of the Indenture Trustee will be paid by the Administrative Agent. See “Additional Document Provisions — Miscellaneous Provisions — Fees and Expenses.” The Transferor, the Servicer and their respective affiliates may maintain normal commercial banking relationships with the Indenture Trustee and its affiliates.

The information in this section concerning DTC and DTC’s book-entry system has been provided by DTC. The Issuer has not independently verified the accuracy of this information.

The Notes will be issued in book-entry form. DTC will act as securities depository for the Notes. The Notes will be issued as fully registered securities registered in the name of Cede, the nominee of DTC. An investor acquiring an interest in the Notes, as reflected on the books of the clearing agency, or a person maintaining an account with such clearing agency (each, a “Note Owner”) may hold its interest through DTC in the United States, or Clearstream Banking société anonyme (“Clearstream Banking Luxembourg”)

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code (the “UCC”), and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (“NSCC,” “GSCC,” “MBSCC” and “EMCC,” also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The rules applicable to DTC and its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

DTC’s participating members include securities brokers and dealers, including the Underwriters, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a member, either directly or indirectly. Transfers between participating members will occur in accordance with DTC rules. The rules applicable to DTC and its participating members are on file with the SEC.

Clearstream Banking Luxembourg and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries (collectively, the “Depositaries”) which in turn will hold those positions in customers’ securities accounts in the Depositaries’ names on the books of DTC.

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Banking Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Banking Luxembourg or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary. However, each of these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.

Because of time-zone differences, credits of securities received in Clearstream Banking Luxembourg or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Those credits or any transactions in those securities settled during that processing will be reported to the relevant Euroclear or Clearstream Banking Luxembourg participant on that business day. Cash received in Clearstream Banking Luxembourg or Euroclear as a result of sales of Securities by or through a Clearstream Banking Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream Banking Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

Note Owners that are not participating members, either directly or indirectly, but desire to purchase, sell or otherwise transfer ownership of, or an interest in, Notes may do so only through direct or indirect participating members. Participating members will receive a credit for the Notes on DTC’s records. The ownership interest of each Note Owner will in turn be recorded on the respective direct or indirect participating member’s records. Note Owners will not receive written confirmation from DTC of their purchase of Notes, but Note Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participating member through which the Note Owner entered into the transaction. Transfers of ownership interests in the Notes will be accomplished by entries made on the books of participating members acting on behalf of Note Owners. Note Owners will not receive certificates representing their ownership interests in the Notes, except in the event that use of the book-entry system for the Notes is discontinued.

To facilitate subsequent transfers, all Notes deposited by participating members with DTC will be registered in the name of Cede, the nominee of DTC. The deposit of Notes with DTC and their registration in the name of Cede will not change the beneficial ownership of the Notes. DTC will have no knowledge of the actual Note Owners and its records will reflect only the participating members to whose accounts those Notes are credited, which may or may not be the Note Owners. Participating members, both direct and indirect, will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to participating members, by direct participating members to indirect participating members and by direct and indirect participating members to Note Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

DTC’s practice is to credit participating members’ accounts on each Payment Date in accordance with their respective holdings of Notes shown on DTC’s records unless DTC has reason to believe that it will not receive payment on that Payment Date. Payments by direct and indirect participating members to Note Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of the participating members and not of DTC, the Indenture Trustee or the Transferor, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on the Notes to DTC will be the responsibility of the Indenture Trustee, disbursement of the payments to participating members will be the responsibility of DTC and disbursement of the payments to Note Owners will be the responsibility of the participating members. As a result, under the book-entry format, Note Owners may experience some delay in their receipt of payments. DTC will forward the payments to its participating members, which will then forward them to indirect participating members or Note Owners.

Because DTC can only act on behalf of participating members, who in turn act on behalf of indirect participating members and certain banks (including the Underwriters), the ability of a Note Owner to pledge Notes to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to the Notes, may be limited due to the lack of a physical certificate for the Notes.

Neither DTC nor Cede will consent or vote with respect to the Notes. Under its usual procedures, DTC will mail an omnibus proxy to the Indenture Trustee as soon as possible after each applicable Deposit Date for such a consent or vote. The omnibus proxy will assign Cede’s consenting or voting rights to those participating members who have notes credited to their accounts with the participating members on that Deposit Date. These participating members will be identified in a listing attached to the omnibus proxy.

Clearstream Banking Luxembourg is incorporated under the laws of Luxembourg as a professional depository. Clearstream Banking Luxembourg holds securities for its participating organizations (“Clearstream Banking Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Banking Participants through electronic book-entry changes in accounts of Clearstream Banking Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream Banking Luxembourg in any of various currencies, including United States dollars. Clearstream Banking Luxembourg provides to Clearstream Banking Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Banking Luxembourg interfaces with domestic markets in several countries. As a professional depository, Clearstream Banking Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream Banking Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations and may include any underwriters, agents or dealers with respect to any class or series of Securities offered by this prospectus. Indirect access to Clearstream Banking Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Banking Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear System (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of various currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by Euroclear Bank S.A./ N.V. (the “Euroclear Operator” or “Euroclear”), under contract with Euroclear Clearance System S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for the Euroclear System on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters, agents or dealers with respect to any class or series of Securities offered by this prospectus. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Payments with respect to Notes held through Clearstream Banking Luxembourg or Euroclear will be credited to the cash accounts of Clearstream Banking Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its Depositary. Those payments will be subject to tax withholding in accordance with relevant United States tax laws and regulations. See “Certain

Although DTC, Clearstream Banking Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Notes among participants of DTC, Clearstream Banking Luxembourg and Euroclear, they are under no obligation to perform or continue to perform those procedures and those procedures may be discontinued at any time.

None of the Servicer, the Transferor, the Administrative Agent or the Indenture Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Notes held by Cede, DTC, Clearstream Banking Luxembourg or Euroclear, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Certificates will be issued under the Trust Agreement in minimum denominations of $250,000 in definitive form. Payments on the Certificates will be subordinated to payments on the Notes to the extent described in this prospectus. The Certificates will not bear interest.

Principal payments will be made to certificateholders on each Payment Date in the priority and in the amount set forth under “Additional Information Regarding the Securities — Payments on the Securities.” No principal payment will be made on the Certificates until the Notes have been paid in full. See “Additional Information Regarding the Securities — Payments on the Securities” and “Additional Document Provisions — The Indenture — Indenture Defaults.”

The Certificates will be subject to prepayment in whole, but not in part, on any Payment Date relating to an Optional Purchase. Certificateholders will receive an aggregate amount in respect of the Certificates equal to the Certificate Balance. Any such distribution will effect early retirement of the Certificates. See “Additional Information Regarding the Securities — Optional Purchase.”

As more fully described under “The SUBI,” the SUBI Certificate will evidence a beneficial interest in the related SUBI Assets, which are comprised of Leased Vehicles and related Leases having an aggregate Securitization Value of $ (based on a Securitization Rate of %). On the tenth calendar day of each month or, if such day is not a Business Day, the immediately succeeding Business Day (each, a “Determination Date”), the Servicer will inform the Trustees of, among other things, the amount of (a) collections, (b) advances to be made by the Servicer and (c) the Servicing Fee payable to the Servicer, in each case with respect to the month immediately preceding the month in which the related Payment Date occurs (each, a “Collection Period”). On or before each Determination Date, the Servicer will also determine the Optimal Principal Distributable Amount and, based on Available Funds and other amounts available for distribution on the related Payment Date as described below, the amount to be distributed to the Securityholders.

The Trustees will make distributions to the Securityholders out of amounts on deposit in the related Distribution Accounts. The amount to be distributed to the Servicer and the Securityholders will be determined in the manner described below.

The amount of funds available for distribution on a Payment Date will generally equal the sum of Available Funds and amounts on deposit in the Reserve Account.

“Available Funds” for a Payment Date and the related Collection Period will equal the sum of: (a) Collections, (b) Advances required to be made by the Servicer, (c) in the case of an Optional Purchase, the Optional Purchase Price and (d) any Cap Payments and Cap Termination Payments made by the Cap Provider to the Issuer.

The “Available Funds Shortfall Amount” for a Payment Date and the related Collection Period will equal the amount by which Available Funds are less than the amount necessary to make the distributions in clauses (a) through (d) of the first paragraph under “— Deposits to the Distribution Accounts; Priority of Payments — SUBI Collection Account,” except that the Optimal Principal Distributable Amount rather than the Monthly Principal Distributable Amount will be used for purposes of clause (d).

SUBI Collection Account. On each Payment Date, the Servicer will allocate amounts on deposit in the SUBI Collection Account with respect to the related Collection Period as described below and will instruct the Titling Trustee, acting through the Trust Agent, to cause the following deposits and distributions to be made in the following amounts and order of priority:


	(a)	to the Servicer, the Payment Date Advance Reimbursement,

	(b)	to the Servicer, the Servicing Fees, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods,

	(c)	to the Note Distribution Account, to pay interest due on the outstanding Notes on that Payment Date, and, to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable Note Rate,

	(d)	to the Note Distribution Account, (i) the Monthly Principal Distributable Amount, which will be allocated to pay principal first, to the Class A-1 Notes, until they have been paid in full, second, to the Class A-2 Notes, until they have been paid in full, and third, to the Class A-3a and the Class A-3b Notes pro rata until they have paid in full, unless the maturity of the Notes has been accelerated following an Indenture Default, or (ii) if the maturity of the Notes has been accelerated following an Indenture Default (unless and until such acceleration has been rescinded), the principal payments first to the Class A-1 Notes and then second to the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes pro rata until they have been paid in full,

	(e)	while any of the Notes remain outstanding and unless the maturity of the Notes has been accelerated following an Indenture Default, to the Reserve Account, the remaining amounts to the extent necessary to meet the Reserve Amount Requirement (the “Excess Amounts”), and


	(f)	to the Certificate Distribution Account, any remaining amounts to be allocated to pay principal to the Certificates until they have been paid in full.

The “Payment Date Advance Reimbursement” for a Payment Date will equal the sum of all outstanding (a) Sales Proceeds Advances (1) in respect of Leased Vehicles that were sold during the related Collection Period or (2) that have been outstanding as of the end of that Collection Period for at least 90 days and (b) Monthly Payment Advances as to which the related lessee has made all or a portion of the advanced Monthly Payment or that have been outstanding as of the end of the Collection Period for at least 90 days.

Reserve Account. On each Payment Date, after taking into account amounts available to be distributed to Securityholders from the SUBI Collection Account, the Servicer will allocate the Reserve Account Draw Amount on deposit in the Reserve Account with respect to the related Collection Period and will instruct the Indenture Trustee to make the following deposits and distributions in the following amounts and order of priority:


	(a)	to the Note Distribution Account, to pay any remaining interest due on the outstanding Notes on that Payment Date, and, to the extent permitted under applicable law, interest on any overdue interest at the applicable Note Rate and

	(b)	to the related Distribution Account, the remaining Monthly Principal Distributable Amount, which will be allocated to pay principal sequentially on the Notes and Certificates in the amounts and order of priority described under “Description of the Notes — Principal.”

On each Payment Date, if, after giving effect to the distributions set forth above, the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, any such excess shall be released to the Transferor. In addition, if on any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, is greater than or equal to the balance of the Notes then outstanding, such amount will be used to retire the then outstanding Notes.

The final distribution to any Securityholder will be made only upon surrender and cancellation of the certificate representing its Securities at an office or agency of the Issuer specified in the notice of termination. Any funds remaining in the Issuer, after the related Trustee has taken certain measures to locate the related Securityholders and those measures have failed, will be distributed to the Transferor.

None of the Securityholders, the Indenture Trustee, the Owner Trustee, the Transferor or the Servicer will be required to refund any amounts properly distributed or paid to them, whether or not there are sufficient funds on any subsequent Payment Date to make full distributions to the Securityholders.

On each Payment Date, the Indenture Trustee will include with each distribution to each Noteholder of record, as of the close of business on the related Deposit Date (which shall be Cede as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein) and each Rating Agency, a statement, setting forth with respect to such Payment Date or the related Deposit Date or Collection Period, as the case may be, among other things, the following:


	(i)	the amount of collections allocable to the SUBI Certificate,

	(ii)	the amount of Available Funds,

	(iii)	the amount of interest accrued during the related Accrual Period on each class of Notes,

	(iv)	the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, the Class A-3b Note Balance and the Certificate Balance, in each case before giving effect to payments on such Payment Date,

	(v)	the Reserve Account Requirement, (B) the amount deposited in the Reserve Account, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date,

	(vi)	the amount being distributed to each class of the Noteholders (the “Note Distribution Amount”) and to the Certificateholders (the “Certificate Distribution Amount”),

	(vii)	the amount of the Note Distribution Amount allocable to interest on and principal of each class of the Notes and any Principal Carryover Shortfall for each class of the Notes,


	(viii)	the Note Factor for each class of the Notes and the Certificate Factor for the Certificates, in each case after giving effect to the distribution of the Note Distribution Amount and the Certificate Distribution Amount, respectively,

	(ix)	the amount of Residual Value Losses and Residual Value Surplus for such Collection Period,

	(x)	the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds,

	(xi)	the amount of any Payment Date Advance Reimbursement for such Collection Period,

	(xii)	the amount of the Cap Payments and the Cap Termination Payments received by the Issuer from the Cap Provider under the Cap Agreement, and

	(xiii)	the Servicing Fee for such Collection Period.

Each amount set forth pursuant to clauses (iii), (iv), (vi) and (vii) above will be expressed in the aggregate and as a dollar amount per $1,000 of original principal amount of a Note or Certificate, as applicable. Copies of such statements may be obtained by the Noteholders or Note Owners by a request in writing addressed to the Indenture Trustee. In addition, within the prescribed period of time for tax reporting purposes after the end of each calendar year, the Indenture Trustee (during the term of the Indenture) will mail to each person who at any time during such calendar year was a Noteholder a statement containing such information as is reasonably necessary to permit the Noteholder to prepare its state and federal income taxes.

[In order to avoid excessive administrative expenses, the Servicer will be permitted at its option to purchase the SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (a) the then-outstanding Securities Balance is less than or equal to 10% of the sum of the Initial Note Balance and the Initial Certificate Balance or (b) the principal amount of the Notes has been reduced to zero and all of the Certificates are owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an affiliate is the Servicer) and their respective affiliates. The exercise of that option by the Servicer is referred to in this prospectus as an “Optional Purchase.” The purchase price for the SUBI Certificate (the “Optional Purchase Price”) will equal the aggregate Securitization Value of the SUBI Assets (including Leases of Defaulted Vehicles) plus the appraised value of any other property (other than cash, in which case such value shall be the amount of such funds held in cash) held as part of the Trust (less liquidation expenses); provided, however, that such price will at least be equal to or greater than the sum of the Note Balance plus accrued and unpaid interest on the Notes, the Servicing Fee (including any unpaid Servicing Fees for prior Collections Periods), and unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances and the Certificate Balance. In connection with an Optional Purchase, the outstanding Notes, if any, will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price. The “Redemption Price” for the Notes will equal the aggregate Note Balance, plus accrued and unpaid interest thereon at the related Note Rates (including, to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Payment Date fixed for redemption. The Owner Trustee and the Indenture Trustee, if any, will give written notice of redemption to each Securityholder. On the Payment Date fixed for redemption, the Notes will be due and payable at the Redemption Price, and no interest will accrue on the Notes after such Payment Date. If the SUBI Certificate is held by the UTI Beneficiary after the exercise by the Servicer of the Optional Purchase, the SUBI Assets may be reallocated to the UTI at the discretion of the UTI Beneficiary.]

[It is expected that at such time as the Optional Purchase becomes available to the Servicer only the Certificates will be outstanding.]

The Certificates will be issued in definitive form. Definitive Notes will be issued in fully registered, certificated form to Note Owners rather than to DTC only if:


	•	DTC is no longer willing or able to discharge its responsibilities as depository with respect to the Notes, and neither the Indenture Trustee nor the Administrative Agent is able to locate a qualified successor,

	•	the Administrative Agent, at its option, elects to terminate the book-entry system through DTC, or

	•	after an Indenture Default, Note Owners representing in the aggregate at least a majority of the aggregate principal amount of the Notes, voting as a single class, advise the Indenture Trustee through DTC and its participating members in writing that the continuation of a book-entry system through DTC or its successor is no longer in the best interest of Note Owners.

Upon the occurrence of any of the foregoing events, the Indenture Trustee will be required to notify all Note Owners, through DTC’s participating members, of the availability through DTC of Definitive Notes. Upon surrender by DTC of the certificates representing all Notes and the receipt of instructions for re-registration, the Indenture Trustee will issue Definitive Notes to Note Owners, who thereupon will become Noteholders for all purposes of the Indenture.

Payments on the Definitive Notes and Certificates will be made by the Indenture Trustee or the Owner Trustee, as the case may be, directly to the holders of the Definitive Notes or Certificates in accordance with the procedures set forth in this prospectus and to be set forth in the Indenture and the Trust Agreement. Interest and principal payments on the Securities on each Payment Date will be made to the holders in whose names the related Definitive Notes or Certificates, as applicable, were registered at the close of business on the related Deposit Date. Payments will be made by check mailed to the address of such holders as they appear on the Note register or Certificate register, as applicable, except that a Securityholder with Notes or Certificates having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the applicable Trustee at least five Business Days prior to the Deposit Date. The final payment on the Certificates and on any Definitive Notes will be made only upon presentation and surrender of the Certificates or Definitive Notes, as applicable, at the office or agency specified in the notice of final payment to Securityholders. The Indenture Trustee or the Owner Trustee, as the case may be, or a paying agent will provide such notice to the registered Securityholders not more than 30 days nor less than 15 days prior to the date on which the final payment is expected to occur.

Definitive Notes and Certificates will be transferable and exchangeable at the offices of the Indenture Trustee or the Owner Trustee, or the Note registrar to be set forth in the Indenture or the Certificate registrar to be set forth in the Trust Agreement, as the case may be. No service charge will be imposed for any registration of transfer or exchange, but each of the Indenture Trustee or the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

On the Closing Date, the Issuer will pledge the SUBI Certificate, the Reserve Account and the other property of the Trust Estate to the Indenture Trustee to secure the Issuer’s obligations under the Notes. The property of the Issuer — the Trust Estate — will consist of:


	•	the SUBI Certificate, which includes the right to amounts payable with respect to the SUBI Certificate, including collections and the right to receive the amounts realized from the sale or other disposition of Leased Vehicles,

	•	amounts on deposit in the Reserve Account and in the Note Distribution Account,

	•	proceeds of the Cap Agreement and the rights of the Issuer under the Cap Agreement, and


	•	the other property and assets described under “The Issuer — Property of the Issuer” and the Issuer’s rights as a third-party beneficiary of the SUBI Trust Agreement and the Servicing Agreement.

On or prior to the Closing Date, the Titling Trustee, at the direction of the Servicer, will establish a trust account for the benefit of the holders of interests in the SUBI, into which collections on or in respect of the Leases and the Leased Vehicles will generally be deposited (the “SUBI Collection Account”).

Deposits into the SUBI Collection Account. As more fully described under “Additional Document Provisions — The Servicing Agreement — Collections” and “— Monthly Remittance Condition,” the Servicer may reallocate a Matured Vehicle or Defaulted Vehicle from the SUBI to the UTI for purposes of implementing NMAC’s LKE program. In connection with such reallocation, NILT Trust, as UTI Beneficiary, will cause to be deposited into the SUBI Collection Account such Reallocation Payments no later than two days after the reallocation, unless the Monthly Remittance Condition is satisfied. If the Monthly Remittance Condition is satisfied, the Servicer will be permitted to retain the Reallocation Payments received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. In addition, on each Deposit Date, the following additional amounts, if any, in respect of the related Collection Period and Payment Date will be deposited into the SUBI Collection Account: Advances made by the Servicer, the Repurchase Payments and the Reallocation Payments, and, in the case of an Optional Purchase, the Optional Purchase Price. See “Additional Document Provisions — The Servicing Agreement — Collections” and “— Monthly Remittance Condition.”

“Reallocation Payments” will mean the proceeds allocated from the UTI to the SUBI in connection with any reallocation of a Matured Vehicle or Defaulted Vehicle from the SUBI to the UTI in an amount equal to the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle.

Withdrawals from the SUBI Collection Account. On each Payment Date, the Titling Trustee shall transmit or shall cause to be transmitted the sum of all Available Funds from the SUBI Collection Account for the related Collection Period in the amounts and in the priority, and to such accounts as set forth under “Additional Information Regarding the Securities — Payments on the Securities — Deposits to the Distribution Accounts; Priority of Payments.”

If, on any date, the Servicer supplies the Titling Trustee and the Indenture Trustee with an officer’s certificate setting forth the basis for such withdrawal, the Titling Trustee shall remit to the Servicer, without interest and before any other distribution from the SUBI Collection Account on that date, monies from the SUBI Collection Account representing unreimbursed Disposition Expenses.

On or before the Closing Date the Servicer, on behalf of the Issuer, will establish a trust account in the name of the Indenture Trustee for the benefit of the Securityholders (the “Reserve Account”). The Reserve Account will be established to provide additional security for payments on the Notes and the Certificates. On each Payment Date, amounts on deposit in the Reserve Account, together with Available Funds, will be available to make the distributions described under “Additional Information Regarding the Securities — Payments on the Securities — Deposits to the Distribution Accounts; Priority of Payments.”

The Reserve Account initially will be funded by the Issuer with a deposit of $ , representing approximately % of the aggregate initial principal amount of the Securities, and the amounts on deposit in the Reserve Account will be pledged to the Indenture Trustee. To the extent the amount deposited in the


	•	any Excess Amounts and

	•	income received on the investment of funds on deposit in the SUBI Collection Account and the Reserve Account.

On each Payment Date, a withdrawal will be made from the Reserve Account in an amount (the “Reserve Account Draw Amount”) equal to the lesser of (1) the Available Funds Shortfall Amount for that Payment Date, calculated as described under “Additional Information Regarding the Securities — Payments on the Securities — Determination of Available Funds,” or (2) the amount on deposit in the Reserve Account after giving effect to all deposits thereto on the related Deposit Date or that Payment Date.

On any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any such excess shall be released to the Transferor. In addition, if on any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, is greater than or equal to the balance of the Notes then outstanding, such amount will be used to retire the then outstanding Notes and Certificates.

The “Reserve Account Requirement” will equal $ , which represents % of the aggregate initial principal amount of the Securities. The Reserve Account Requirement on each Payment Date may be reduced pursuant to a downward adjustment formula acceptable to the Rating Agencies.

On or before the Closing Date, (a) the Transferor, on behalf of the Issuer, will establish a trust account in the name of the Indenture Trustee for the benefit of the Noteholders, into which amounts released from the SUBI Collection Account and, when necessary, from the Reserve Account, for distribution to the Noteholders will be deposited and from which all distributions to the Noteholders will be made (the “Note Distribution Account”) and (b) the Owner Trustee, at the direction of the Transferor, will establish a trust account in the name of the Owner Trustee on behalf of the Certificateholders, into which amounts released from the SUBI Collection Account and, when necessary, from the Reserve Account, for distribution to the Certificateholders will be deposited and from which all distributions to the Certificateholders will be made (the “Certificate Distribution Account” and, together with the Note Distribution Account, the “Distribution Accounts”). For further information regarding these deposits and payments, you should refer to “— The SUBI Collection Account” and “— The Reserve Account.”

On or before each Payment Date, (a) the Titling Trustee shall deposit or cause to be deposited from the SUBI Collection Account and (b) the Indenture Trustee shall deposit or cause to be deposited from the Reserve Account, if necessary, respectively, the amounts allocable to the Noteholders and the Certificateholders, as set forth in “Additional Information Regarding the Securities — Payments on the Securities — Deposits to the Distribution Accounts; Priority of Payments” for the related Payment Date in the Note Distribution Account and the Certificate Distribution Account, respectively. On each Payment Date, the Trustees will distribute the allocated amounts for the related Collection Period to the Securityholders.

The Note Distribution Account, the Reserve Account and the SUBI Collection Account (collectively, the “Accounts”), will be maintained with the Indenture Trustee and the Trust Agent, respectively, so long as either (a) the short-term unsecured debt obligations of the Indenture Trustee or the Trust Agent, as the case may be, are rated in the highest short-term rating category by Standard & Poor’s, Moody’s and Fitch, Inc. (“Fitch”) (if rated by Fitch) (excluding any “+” signs associated with such rating) or (b) the Indenture Trustee or the Trust Agent, as the case may be, is a depository institution or trust company having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and the related Account is maintained in a segregated trust account of the Indenture Trustee or the Trust Agent, as the case may be (the

On the Payment Date on which all Securities have been paid in full and following payment of any remaining obligations of the Issuer under the Basic Documents, any amounts remaining on deposit in the Accounts — after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date — will be paid to the Transferor.

When funds are deposited in (a) the SUBI Collection Account and (b) the Reserve Account, they will be invested at the direction of the Servicer and the Administrative Agent, respectively, in one or more Permitted Investments maturing no later than the Deposit Date immediately succeeding the date of that investment. Notwithstanding the foregoing, Permitted Investments on which the entity at which the related account is located is the obligor may mature on the related Deposit Date. “Permitted Investments” will be specified in the SUBI Trust Agreement and will be limited to investments that meet the criteria of each Rating Agency from time to time as being consistent with its then-current ratings of the Notes.

On each Payment Date, all net income or other gain from the investment of funds on deposit in the Reserve Account and the SUBI Collection Account in respect of the related Collection Period will be deposited into the Reserve Account.

In addition to the personal property and liability insurance coverage required to be obtained and maintained by the lessees pursuant to the Leases, and as additional protection if a lessee fails to maintain the required insurance, NMAC maintains contingent liability insurance for the benefit of, among others, NMAC, the Titling Trustee, on behalf of the Titling Trust, the UTI Beneficiary, the Transferor and the Issuer, which provides coverage, with no annual or aggregate cap on the number of claims thereunder, against third party claims that may be raised against the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, with respect to any Leased Vehicle owned by the Titling Trust (the “Contingent and Excess Liability Insurance”). The Contingent and Excess Liability Insurance provides primary coverage of $1 million combined single limit coverage per occurrence and excess coverage of $15 million combined single limit each occurrence, without limit on the number of occurrences in any policy period. Claims could be imposed against the assets of the Titling Trust, in excess of such coverage. In that event, you could incur a loss on your investment. See “Risk Factors — Vicarious tort liability may result in a loss,” “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability” for a discussion of related risks.

With respect to damage to the Leased Vehicles, each lessee is required by the related Lease to maintain comprehensive and collision insurance. As more fully described under “Additional Document Provisions — The Servicing Agreement — Insurance on Leased Vehicles,” the Servicer will generally not be required to monitor a lessee’s continued compliance with insurance requirements. If the foregoing insurance coverage is exhausted or unavailable for any reason and no third-party reimbursement for any damage is available, you could incur a loss on your investment.

The Servicing Agreement will provide that for so long as any Securities are outstanding, neither the Titling Trustee nor NMAC may terminate or cause the termination of any Contingent and Excess Liability

The following events (each, an “Indenture Default”) will be events of default under the Indenture:


	•	a default for five days or more in the payment of interest on any Note, when the same becomes due and payable,

	•	a default in the payment of principal of a class of Notes on the related Note Final Scheduled Payment Date or on a Payment Date fixed for redemption of the Notes,

	•	a default in the observance or performance of any covenant or agreement of the Issuer, or any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered under the Indenture that proves to have been inaccurate in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the Noteholders, and the continuation of that default or inaccuracy for a period of 60 days, or in the case of a materially incorrect representation or warranty, 30 days, after written notice thereof is given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of not less than 25% of the aggregate principal amount of the Notes;

	•	the occurrence of a Cap Termination (and a replacement interest rate cap is not obtained by the Issuer as set forth in the Indenture) or

	•	certain events of bankruptcy, insolvency, receivership or liquidation of the Issuer.

Noteholders holding at least a majority of the aggregate principal amount of the Notes outstanding, voting together as a single class, may waive any past default or Indenture Default prior to the declaration of the acceleration of the maturity of the Notes, except a default in the payment of principal of or interest on the Notes, or in respect of any covenant or provision in the Indenture that cannot be modified or amended without unanimous consent of the Noteholders.

If an Indenture Default occurs and is continuing, the Indenture Trustee or the holders of at least a majority of the aggregate principal amount of the Notes, voting as a single class, may declare the principal of the Notes to be immediately due and payable. This declaration may be rescinded by the holders of at least a majority of the aggregate principal amount of the Notes, voting together as a single class, before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if:


	•	the Issuer has deposited with the Indenture Trustee an amount sufficient to pay (1) all interest on and principal of the Notes as if the Indenture Default giving rise to that declaration had not occurred and (2) all amounts advanced by the Indenture Trustee and its costs and expenses, and


	•	all Indenture Defaults — other than the nonpayment of principal of the Notes that has become due solely due to that acceleration — have been cured or waived.

If the Notes have been declared due and payable following an Indenture Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the Trust Estate, or elect to maintain the Trust Estate and continue to apply proceeds from the Trust Estate as if there had been no declaration of acceleration. The Indenture Trustee may not, however, unless it is required to sell the Trust Estate under the Trust Agreement as a result of the bankruptcy or insolvency of the Issuer, sell the Trust Estate following an Indenture Default — other than the occurrence of an Indenture Default described in the first two bullet points in the definition thereof — unless:


	•	100% of the Noteholders consent thereto,

	•	the proceeds of that sale are sufficient to pay in full the principal of and the accrued interest on all outstanding Notes, or

	•	the Indenture Trustee determines that the Trust Estate would not be sufficient on an ongoing basis to make all payments on the Notes as such payments would have become due if such obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of holders of at least 66 2/3% of the aggregate principal amount of the Notes outstanding, voting together as a single class.

The Indenture Trustee may, but is not required to, obtain and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the Trust Estate to pay interest on and principal of the Notes on an ongoing basis. Any sale of the Trust Estate, other than a sale resulting from the bankruptcy, insolvency or termination of the Issuer, is subject to the requirement that an opinion of counsel be delivered to the effect that such sale will not cause the Titling Trust or the Issuer to be classified as an association, or a publicly traded partnership, taxable as a corporation for federal income tax purposes.

In the event of a sale of the Trust Estate, either as a result of the bankruptcy or insolvency of the Issuer or following the occurrence of an Indenture Default under the circumstances described in the prior paragraph, at the direction of the Indenture Trustee or the Noteholders, the proceeds of such sale, together with available monies on deposit in the Reserve Account, will be distributed first, to the Indenture Trustee for amounts due as compensation or indemnity payments pursuant to the terms of the Indenture; second, to the Servicer for reimbursement of all outstanding advances; third, to the Servicer for amounts due in respect of unpaid Servicing Fees; fourth, to the Noteholders to pay due and unpaid interest — including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the related Note Rate or Note Rates; fifth, to the holders of the Class A-1 Notes to pay due and unpaid principal on the Class A-1 Notes; sixth, to the holders of all other classes of Notes to pay due and unpaid principal on those classes of Notes, which shall be allocated to such classes of Notes on a pro rata basis; seventh, to the Certificateholders for amounts due and unpaid in accordance with the terms of the Certificates; and eighth, any remaining amounts to the Transferor.

Subject to the provisions of the Indenture relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Noteholders if the Indenture Trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with that request. Subject to such provisions for indemnification and certain limitations contained in the Indenture, the holders of at least a majority of the aggregate principal amount of the Notes outstanding, voting together as a single class, will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee.

No Noteholder will have the right to institute any proceeding with respect to the Indenture unless:


	•	that Noteholder previously has given the Indenture Trustee written notice of a continuing Indenture Default,


	•	Noteholders holding not less than 25% of the aggregate principal amount of the Notes outstanding have made written request of the Indenture Trustee to institute that proceeding in its own name as Indenture Trustee,

	•	the Noteholder has offered the Indenture Trustee reasonable indemnity,

	•	the Indenture Trustee has for 60 days failed to institute that proceeding, and

	•	no direction inconsistent with that written request has been given to the Indenture Trustee during that 60-day period by Noteholders holding at least a majority of the aggregate principal amount of the Notes, voting as a single class.

Neither the Indenture Trustee nor the Owner Trustee in their respective individual capacities, nor any holder of a Certificate, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of interest on or principal of the Notes or for the obligations of the Issuer or the Indenture Trustee, in its capacity as Indenture Trustee, contained in the Indenture.


	•	sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture and the other Basic Documents,

	•	claim any credit on or make any deduction from the principal of and interest payable on the Notes — other than amounts withheld under the Internal Revenue Code of 1986, as amended (the “Code”) or applicable state law — or assert any claim against any present or former Noteholder because of the payment of taxes levied or assessed upon any part of the Trust Estate, or

	•	permit (1) the validity or effectiveness of the Indenture to be impaired, (2) any person to be released from any covenants or obligations with respect to the Notes under the Indenture except as may be expressly permitted thereby, (3) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of the Indenture) to be created on or extend to or otherwise arise upon or burden the Issuer’s assets or any part thereof, or any interest therein or the proceeds therefrom or (4) except as provided in the Basic Documents, the lien of the Indenture to not constitute a first priority security interest in the Trust Estate.

The Issuer may not engage in any activities other than financing, acquiring, owning, leasing, subject to the lien of the Indenture, pledging and managing the SUBI Certificate as contemplated by the Indenture and the other Basic Documents. The Issuer will not incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the Securities or otherwise in accordance with the Basic Documents.

Noteholders holding at least a majority of the aggregate principal amount of the Notes outstanding, voting together as a single class, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer, and following that removal may appoint a successor Indenture Trustee. Any successor Indenture Trustee must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939, and in addition, have a combined capital and surplus of at least $50,000,000 and a long-term debt rating of “A” or better by Standard & Poor’s, Moody’s and Fitch (if rated by Fitch) or be otherwise acceptable to each Rating Agency. Each Rating Agency must receive prior written notice of such proposed successor Indenture Trustee.

The Indenture Trustee may resign at any time by so notifying the Issuer, the Servicer and each Rating Agency. The Issuer will be required to remove the Indenture Trustee if the Indenture Trustee:


	•	ceases to be eligible to continue as the Indenture Trustee,

	•	is adjudged to be bankrupt or insolvent,

	•	commences a bankruptcy proceeding, or

	•	otherwise becomes incapable of acting.

Upon the resignation or removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee, the Issuer will be required promptly to appoint a successor Indenture Trustee.

Except during the continuance of an Indenture Default, the Indenture Trustee will:


	•	perform such duties, and only such duties, as are specifically set forth in the Indenture,

	•	rely, as to the truth of the statements and the correctness of the opinions expressed therein, on certificates or opinions furnished to the Indenture Trustee that conform to the requirements of the Indenture, and

	•	examine any such certificates and opinions that are specifically required to be furnished to the Indenture Trustee by the Indenture to determine whether or not they conform to the requirements of the Indenture.

Upon the continuance of an Indenture Default, the Indenture Trustee will be required to exercise the rights and powers vested in it by the Indenture and use the same degree of care and skill in the exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of that person’s own affairs.


	•	pay the Indenture Trustee from time to time reasonable compensation for its services,

	•	reimburse the Indenture Trustee for all reasonable expenses, advances and disbursements reasonably incurred by it in connection with the performance of its duties as Indenture Trustee, and

	•	indemnify the Indenture Trustee for, and hold it harmless against, any loss, liability or expense, including reasonable attorneys’ fees and expenses, incurred by it in connection with the performance of its duties as Indenture Trustee.

The Indenture Trustee will not be indemnified by the Servicer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee will not be liable:


	•	for any error of judgment made by it in good faith, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts,

	•	with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of the Indenture, and

	•	for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing.

The Indenture Trustee will not be deemed to have knowledge of any event unless an officer of the Indenture Trustee has actual knowledge of the event or has received written notice of the event in accordance with the provisions of the Indenture.

If Definitive Notes are issued in the limited circumstances set forth in “Additional Information Regarding the Securities — Definitive Securities,” or the Indenture Trustee is not the Note registrar, the Issuer will furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders:


	•	as of each Deposit Date, within five days after the applicable Deposit Date and

	•	within 30 days after receipt by the Issuer of a written request for that list, as of not more than ten days before that list is furnished.

The Issuer will be required to file an annual written statement with the Indenture Trustee certifying the fulfillment of its obligations under the Indenture.

The Indenture Trustee will be required to mail each year to each Noteholder of record a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the Indenture, any amounts advanced by the Indenture Trustee under the Indenture, the outstanding principal amount, the Note Rate and the Note Final Scheduled Payment Date in respect of each class of Notes, the indebtedness owing by the Issuer to the Indenture Trustee in its individual capacity, the property and funds physically held by Indenture Trustee and any action taken by the Indenture Trustee that materially affects the Notes and that has not been previously reported.

The Indenture will be discharged with respect to the collateral securing the Notes upon the delivery to the Indenture Trustee for cancellation of all of the Notes or, with some limitations — including receipt of certain opinions with respect to tax matters — upon deposit with the Indenture Trustee of funds sufficient for the payment in full of the Notes, including interest, and any fees due and payable to the Owner Trustee or the Indenture Trustee.

The Owner Trustee will administer the Issuer in the interest of the Certificateholders, subject to the lien of the Indenture, in accordance with the Trust Agreement and the other Basic Documents.

The Owner Trustee will not be required to perform any of the obligations of the Issuer under the Trust Agreement or the other Basic Documents that are required to be performed by:


	•	the Servicer under the Servicing Agreement or the SUBI Trust Agreement,

	•	the Transferor under the Trust Agreement, the Indenture or the SUBI Certificate Transfer Agreement,

	•	the Administrative Agent under the Trust Administration Agreement, or

	•	the Indenture Trustee under the Indenture.


	•	initiate or settle any claim or lawsuit involving the Issuer, unless brought by the Servicer to collect amounts owed under a Lease,


	•	file an amendment to the Certificate of Trust (unless such amendment is required to be filed under applicable law),

	•	amend the Indenture in circumstances where the consent of any holder of the Notes is required,

	•	amend the Trust Agreement where Certificateholder consent is required,

	•	amend the Trust Agreement where Certificateholder consent is not required if such amendment materially adversely affects the Certificateholders,

	•	amend any Basic Document other than the Trust Agreement if such amendment materially adversely affects the Certificateholders, or

	•	appoint a successor Owner Trustee or Indenture Trustee,

unless (1) the Owner Trustee provides 30 days’ written notice thereof to the Certificateholders and each Rating Agency and (2) Certificateholders holding at least 25% of the aggregate principal amount of the Certificates (which for this purpose includes Certificates held by the Issuer, the Transferor, the Servicer and their respective affiliates) do not object in writing to any such proposed amendment within 30 days of that notice.

The Owner Trustee may not, except upon the occurrence of a Servicer Default subsequent to the payment in full of the Notes and in accordance with the written directions of Certificateholders holding 66 2/3% of the aggregate principal amount of the Certificates, remove the Servicer with respect to the SUBI Assets or appoint a successor servicer with respect thereto. However, the Owner Trustee will not be required to follow any directions of the Certificateholders if doing so would be contrary to any obligation of the Owner Trustee or the Issuer. The Owner Trustee may not sell the SUBI Certificate except in the event of the bankruptcy or dissolution of the Transferor, or upon an Indenture Default (including the bankruptcy or dissolution of the Issuer). Upon any such sale of the SUBI Certificate, the SUBI Assets will be distributed to the purchaser thereof and will no longer constitute Titling Trust Assets, and the Leased Vehicles may be retitled as directed by that purchaser.

The right of the Transferor or the Certificateholders to take any action affecting the Trust Estate will be subject to the rights of the Indenture Trustee under the Indenture.

The Owner Trustee may resign at any time upon written notice to the Administrative Agent, the Servicer, the Transferor, the Indenture Trustee and the Certificateholders, whereupon the Transferor will be obligated to appoint a successor Owner Trustee. The Transferor or certificateholders holding at least a majority of the aggregate principal amount of the Certificates (which for this purpose includes Certificates held by the Issuer, the Transferor, the Servicer and their respective affiliates) may remove the Owner Trustee if the Owner Trustee becomes insolvent, ceases to be eligible or becomes legally unable to act. Upon removal of the Owner Trustee, the Transferor will appoint a successor Owner Trustee. The Transferor will be required to deliver prior written notice to each Rating Agency of any resignation or removal of the Owner Trustee.


	•	be able to exercise corporate trust powers,

	•	be subject to supervision or examination by federal or state authorities,

	•	have a combined capital and surplus of at least $50 million, and

	•	have a long-term debt rating of “A” or better by Standard & Poor’s, Moody’s and Fitch (if rated by Fitch) or be otherwise acceptable to each Rating Agency.

Each Rating Agency must receive prior written notice of such proposed successor Owner Trustee. Any co-trustee or separate trustee appointed for the purpose of meeting applicable state requirements will not be required to meet these eligibility requirements.

The Trust Agreement will terminate upon (a) the final distribution of all funds or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, including the final distribution on the Notes pursuant to the Indenture and the final distribution on the Certificates pursuant to the Trust Agreement, (b) the final distribution on the Certificates on the first Payment Date following the day on which the amount on deposit in the Reserve Account equals or exceeds the then-outstanding Securities Balance, or (c) an Optional Purchase by the Servicer.

The Transferor will indemnify the Owner Trustee for any expenses incurred by the Owner Trustee in the performance of its duties under the Trust Agreement. The Transferor will not be entitled to make any claim upon the Trust Estate for the payment of any such liabilities or indemnified expenses. The Transferor will not indemnify the Owner Trustee for expenses resulting from the willful misconduct, bad faith or negligence of the Owner Trustee, or for the inaccuracy of any representation or warranty of the Owner Trustee in the Trust Agreement. The Owner Trustee will not be liable for:


	•	any error in judgment of an officer of the Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts,

	•	any action taken or omitted to be taken in accordance with the instructions of any certificateholder, the Indenture Trustee, the Transferor, the Administrative Agent or the Servicer,

	•	payments on the Securities in accordance with their terms, or

	•	the default or misconduct of the Administrative Agent, the Servicer, the Transferor or the Indenture Trustee.

No provision in the Trust Agreement or any other Basic Document will require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under the Trust Agreement or under any other Basic Document if the Owner Trustee has reasonable grounds for believing that reimbursement of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. In addition, the Owner Trustee will not be responsible for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution thereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication of the Certificates, and the Owner Trustee will in no event be deemed to have assumed or incurred any liability, duty or obligation to any Securityholder or any third party dealing with the Issuer or the Trust Estate, other than as expressly provided for in the Trust Agreement and the other Basic Documents.

The UTI Beneficiary is the initial beneficiary of the Titling Trust. The UTI Beneficiary may from time to time assign, transfer, grant and convey, or cause to be assigned, transferred, granted and conveyed, to the Titling Trustee, in trust, Titling Trust Assets. The UTI Beneficiary will hold the UTI, which represents a beneficial interest in all Titling Trust Assets other than (a) any Titling Trust Assets allocated to Other SUBIs (“Other SUBI Assets”) and (b) the SUBI Assets (collectively, the “UTI Assets”). The UTI Beneficiary has pledged the UTI as security for certain borrowings advanced to it and may in the future create and sell or pledge Other SUBIs in connection with financings similar to the transaction described in this prospectus or other transactions. Each holder or pledgee of the UTI will be required to expressly waive any claim to all

Each Other SUBI will be created pursuant to a supplement to the Titling Trust Agreement, which will amend the Titling Trust Agreement only with respect to the Other SUBI or other SUBIs to which it relates. The SUBI Supplement will amend the Titling Trust Agreement only as it relates to the SUBI and no other supplement to the Titling Trust Agreement will amend the Titling Trust Agreement as it relates to the SUBI.

All Titling Trust Assets, including the SUBI Assets, will be owned by the Titling Trustee on behalf of the beneficiaries of the Titling Trust. The SUBI Assets will be segregated from the rest of the Titling Trust Assets on the books and records of the Titling Trustee and the Servicer, and the holders of other beneficial interests in the Titling Trust — including the UTI and any Other SUBIs — will have no rights in or to the SUBI Assets. Liabilities of the Titling Trust will be respectively allocated to the SUBI Assets, the UTI Assets and the Other SUBI Assets if incurred in each case with respect thereto, or will be allocated pro rata among all Titling Trust Assets if incurred with respect to the Titling Trust Assets generally.

The UTI Beneficiary will be liable for all debts and obligations arising with respect to the Titling Trust Assets or the operation of the Titling Trust, except that its liability with respect to any pledge of the UTI and any assignee or pledgee of a SUBI or a SUBI Certificate or any Other SUBI or Other SUBI Certificate shall be as set forth in the financing documents relating thereto. To the extent the UTI Beneficiary pays or suffers any liability or expense with respect to the Titling Trust Assets or the operation of the Titling Trust, the UTI Beneficiary will be indemnified, defended and held harmless out of the assets of the Titling Trust against any such liability or expense, including reasonable attorneys’ fees and expenses.

Under the SUBI Trust Agreement, the Titling Trustee will be required (a) to apply for and maintain, or cause to be applied for and maintained, all licenses, permits and authorizations necessary or appropriate to accept assignments of Leases and Leased Vehicles and to carry out its duties as Titling Trustee and (b) when required by applicable state law or administrative practice, to file or cause to be filed applications for certificates of title as are necessary or appropriate so as to cause the Titling Trust or the Titling Trustee on behalf of the Titling Trust to be recorded as the owner or holder of legal title of record to the Leased Vehicles owned by the Titling Trust. In carrying out these duties, the Titling Trustee will be required to exercise the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of that person’s own affairs.

The Titling Trustee may be replaced by the UTI Beneficiary if it ceases to be qualified in accordance with the terms of the SUBI Trust Agreement or if certain representations and warranties made by the Titling Trustee therein prove to have been materially incorrect when made, or in the event of certain events of bankruptcy or insolvency of the Titling Trustee.

The Titling Trustee will make no representations as to the validity or sufficiency of the SUBI or the SUBI Certificate — other than the execution and authentication of the SUBI Certificate — or of any Lease, Leased Vehicle or related document, will not be responsible for performing any of the duties of the UTI Beneficiary or the Servicer and will not be accountable for the use or application by any owners of beneficial interests in the Titling Trust Assets of any funds paid in respect of the Titling Trust Assets or the investment of any of such monies before such monies are deposited into the Accounts relating to the SUBI, any Other SUBI and the

The Titling Trustee will be under no obligation to exercise any of the rights or powers vested in it by the SUBI Trust Agreement, to make any investigation of any matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of the UTI Beneficiary, the Servicer or the holders of a majority in interest in the SUBI, unless such party or parties have offered to the Titling Trustee reasonable security or indemnity against any costs, expenses or liabilities that may be incurred therein or thereby. The reasonable expenses of every such exercise of rights or powers or examination will be paid by the party or parties requesting such exercise or examination or, if paid by the Titling Trustee, will be a reimbursable expense of the Titling Trustee.

The Titling Trustee may enter into one or more agreements with such person or persons, including, without limitation, any affiliate of the Titling Trustee, as are by experience and expertise qualified to act in a trustee capacity and otherwise acceptable to the UTI Beneficiary. The Titling Trustee has engaged U.S. Bank as trust agent. Under the SUBI Trust Agreement, the Trust Agent shall perform each and every obligation of the Titling Trustee under the SUBI Trust Agreement.

The Titling Trustee and the Trust Agent will be indemnified and held harmless out of and to the extent of the Titling Trust Assets with respect to any loss, liability, claim, damage or reasonable expense, including reasonable fees and expenses of counsel and reasonable expenses of litigation (collectively, a “loss”), arising out of or incurred in connection with (a) any of the Titling Trust Assets, including, without limitation, any loss relating to Leases or Leased Vehicles, any personal injury or property damage claims arising with respect to any such Leased Vehicle or any loss relating to any tax arising with respect to any Titling Trust Asset, or (b) the Titling Trustee’s or the Trust Agent’s acceptance or performance of the Trust’s duties contained in the SUBI Trust Agreement. Notwithstanding the foregoing, neither the Titling Trustee nor the Trust Agent will be indemnified or held harmless out of the Titling Trust Assets as to such a loss:


	•	for which the Servicer shall be liable under the Servicing Agreement,

	•	incurred by reason of the Titling Trustee’s or the Trust Agent’s willful misfeasance, bad faith or negligence, or

	•	incurred by reason of the Titling Trustee’s or the Trust Agent’s breach of its respective representations and warranties made in the SUBI Trust Agreement or the Servicing Agreement.

The Titling Trust will dissolve and the obligations and responsibilities of the UTI Beneficiary and the Titling Trustee will terminate upon the later to occur of the full payment of all amounts owed under the Titling Trust Agreement, the Trust Agreement and the Indenture and under any financing in connection with an Other SUBI.

As the holder of the SUBI Certificate, the Issuer will be a third-party beneficiary of the SUBI Trust Agreement. Therefore, the Issuer may, and, upon the direction of holders of the Notes and the Certificates holding at least a majority of the aggregate unpaid principal amount of the Notes and the Certificates, unless a higher percentage is required by either the Trust Agreement or the Indenture, voting together as a single class, will, exercise any right conferred by the SUBI Trust Agreement upon a holder of any interest in the SUBI.

Under the Servicing Agreement, the Servicer will perform on behalf of the Titling Trust all of the obligations of the lessor under the Leases, including, but not limited to, collecting and processing payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements, paying costs of the sale or other disposition of Matured Vehicles or Defaulted Vehicles, overseeing the Leases, commencing legal proceedings to enforce Leases and servicing the Leases, including accounting for collections, furnishing monthly and annual statements to the Titling Trustee with respect to distributions and generating federal income tax information. In this regard, the Servicer will make reasonable efforts to collect all amounts due on or in respect of the Leases and, in a manner consistent with the Servicing Agreement, will be obligated to service the Leases with the same degree of care and diligence as (i) NMAC employs in servicing leases and leased vehicles serviced by NMAC in its own account that are not assigned to the Titling Trust, or (ii) if NMAC is no longer the Servicer, is customarily exercised by prudent servicers employed to service retail leases of automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. The Issuer will be a third-party beneficiary of the Servicing Agreement.

The Servicing Agreement will require the Servicer to obtain all licenses and make all filings required to be held or filed by the Titling Trust in connection with the ownership of Leases and Leased Vehicles and take all necessary steps to maintain evidence of the Titling Trust’s ownership on the certificates of title to the Leased Vehicles.

The Servicer will be responsible for filing all periodic sales and use tax or property, real or personal, tax reports, periodic renewals of licenses and permits, periodic renewals of qualifications to act as a statutory trust and other periodic regulatory filings, registrations or approvals arising with respect to or required of the Titling Trustee or the Titling Trust.

To reduce administrative costs and ensure uniform quality in the servicing of the Leases and NMAC’s own portfolio of leases, the Titling Trustee will appoint the Servicer as its agent, bailee and custodian of the Leases, the certificates of title relating to the Leased Vehicles, the insurance policies and insurance records and other documents related to the Leases and the related Lessees and Leased Vehicles. Such documents will not be physically segregated from other leases, certificates of title, insurance policies and insurance records or other documents related to other leases and vehicles owned or serviced by the Servicer, including leases and vehicles that are UTI Assets or Other SUBI Assets. The accounting records and computer systems of NMAC will reflect the allocation of the Leases and Leased Vehicles to the SUBI and the interest of the holders of the SUBI Certificate therein. UCC financing statements reflecting certain interests in the Leases will be filed as described under “Additional Legal Aspects of the Leases and Leased Vehicles — Back-up Security Interests.”

General. Under the Servicing Agreement, except as otherwise permitted under the Monthly Remittance Condition and described under “— Monthly Remittance Condition,” the Servicer will deposit collections received into the SUBI Collection Account within two Business Days of receipt thereof. “Collections” with respect to any Collection Period will include all net collections collected or received in respect of the


	•	all Monthly Payments and Payments Ahead (when such Payments Ahead are received), amounts paid to the Servicer to purchase a Leased Vehicle and other payments under the Leases (other than Administrative Charges),

	•	all Repurchase Payments,

	•	all Reallocation Payments,

	•	all Residual Value Surplus,

	•	all Excess Mileage and Excess Wear and Tear Charges,

	•	all Monthly Sale Proceeds,

	•	all Net Liquidation Proceeds,

	•	all Net Insurance Proceeds,

	•	all Recoveries,

	•	all Remaining Net Auction Proceeds, and

	•	all Remaining Payoffs.

“Early Termination Purchase Option Price” will mean, with respect to any Lease that is terminated prior to its Lease Maturity Date, the amount paid by the related obligor or a Dealer to purchase the related Leased Vehicle.

“Liquidated Lease” will mean a Lease that is terminated and charged off by the Servicer in connection with a Credit Termination.

“Liquidation Proceeds” will mean the gross amount received by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Lease and of the Base Residual of the Leased Vehicle, whether from the sale or other disposition of the related Leased Vehicle (irrespective of whether or not such proceeds exceed the related Base Residual Value), the proceeds of any repossession, recovery or collection effort, the proceeds of recourse or similar payments payable under the related dealer agreement, receipt of insurance proceeds and application of the related Security Deposit and the proceeds of any disposition fees or other related proceeds.

“Monthly Early Termination Sale Proceeds” will mean, with respect to a Collection Period, all (i) amounts paid by lessees or Dealers with respect to Early Termination Purchase Option Price payments during such Collection Period and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for Leased Vehicles with respect to which the related Leases were terminated and that were sold in such Collection Period on or after the termination of the related Leases prior to their respective Lease Maturity Dates, reduced by amounts required to be remitted to the related lessees under applicable law.

“Monthly Sales Proceeds” will mean the sum of the Monthly Early Termination Sale Proceeds and the Monthly Scheduled Termination Sale Proceeds.

“Monthly Scheduled Termination Sale Proceeds” will mean, with respect to a Collection Period, all (i) amounts paid by lessees or Dealers if either the lessee or a Dealer elects to purchase a Leased Vehicle for its Contract Residual following a termination of the related Lease at its Lease Maturity Date and (ii) Net Auction Proceeds received by the Servicer during such Collection Period for Leased Vehicles that matured and were sold in such Collection Period on or after the termination of the related Leases at their respective Lease Maturity Dates plus all Net Insurance Proceeds, reduced by amounts required to be remitted to the related lessees under applicable law.

“Net Liquidation Proceeds” will mean Liquidation Proceeds reduced by the related expenses.

“Payment Ahead” will mean any payment of all or a part of one or more Monthly Payments remitted by a lessee with respect to a Lease in excess of the Monthly Payment due with respect to such Lease, which amount the lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods.

“Recoveries” will mean, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to Leases that (a) became Liquidated Leases before such Collection Period and (b) have reached their respective Lease Maturity Dates or were terminated as a result of Early Lease Terminations before such Collection Period and with respect to which the proceeds from the sale of the related Leased Vehicles were received before such Collection Period, minus any amounts remitted to the related lessees as required by law.

“Remaining Net Auction Proceeds” will mean Net Auction Proceeds less amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly Early Termination Sale Proceeds and Liquidation Proceeds.

“Remaining Payoffs” will mean amounts paid to the Servicer to purchase Leased Vehicles, less amounts included in Monthly Scheduled Termination Sale Proceeds and Monthly Early Termination Sale Proceeds.

Monthly Remittance Condition. The Servicing Agreement will require the Servicer to make all deposits of Collections received on or in respect of the Leases and the Leased Vehicles to be deposited into the SUBI Collection Account on the second Business Day following receipt thereof. However, so long as the Monthly Remittance Condition is satisfied, the Servicer may retain such amounts received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. If NMAC is the Servicer and no Servicer Default has occurred and is continuing, the “Monthly Remittance Condition” will be satisfied if (a) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s, “A-1” by Standard & Poor’s and “F1” by Fitch (in each case, so long as Moody’s, Standard & Poor’s or Fitch is a Rating Agency); (b) NMAC maintains a letter of credit or other form of enhancement acceptable to the Rating Agencies to support NMAC’s obligation to deposit collections into the Collection Account; or (c) NMAC otherwise satisfies each Rating Agency’s requirements. In addition, so long as the Servicer is making Sales Proceeds Advances, the Servicer may retain all Net Auction Proceeds received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. Pending deposit into the SUBI Collection Account, Collections may be used by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds.

Net Deposits. For so long as NMAC is the Servicer, the Servicer will be permitted to deposit into the SUBI Collection Account only the net amount distributable to the Issuer on the related Deposit Date. The Servicer will, however, account to the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders as if all of the deposits and distributions described herein were made individually. This provision has been established for the administrative convenience of the parties involved and will not affect amounts required to be deposited into the Accounts.

Under the Servicing Agreement, the Servicer, on behalf of the Issuer, will sell or otherwise dispose of (a) Leased Vehicles returned to, or repossessed by, the Servicer in connection with Credit Terminations (each, a “Defaulted Vehicle”) and (b) Leased Vehicles returned to the Servicer at the scheduled end of the related leases and in connection with Lessee Initiated Early Terminations and Casualty Terminations (each, a “Matured Vehicle”). In connection with such sale or other disposition, within two Business Days of receipt (unless the Monthly Remittance Condition is met), the Servicer will deposit into the SUBI Collection Account all Net Auction Proceeds received during the related Collection Period. However, so long as the Servicer is making Sale Proceeds Advances, the Servicer may retain all Net Auction Proceeds received during a Collection Period until such amounts are required to be disbursed on the next Payment Date.

Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle to the UTI for purposes of implementing NMAC’s LKE program. In connection with such reallocation, NILT Trust as the UTI Beneficiary will cause

“Net Auction Proceeds” will mean with respect to a Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any Leased Vehicle that is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds, reduced by the related Disposition Expenses and, in the case of a Matured Vehicle, any outstanding Sales Proceeds Advances.

“Disposition Expenses” will mean with respect to a Leased Vehicle that is sold at auction or otherwise disposed of by the Servicer, all expenses and other amounts reasonably incurred by the Servicer in connection with such sale or disposition, including, without limitation, sales commissions, and expenses incurred in connection with making claims under any Contingent and Excess Liability Insurance or other applicable insurance policies. Disposition Expenses will be reimbursable to the Servicer as a deduction from Net Auction Proceeds and from amounts on deposit in the SUBI Collection Account.

“Residual Value Loss” for each Leased Vehicle that is returned to the Servicer following the termination of the related Lease at its Lease Maturity Date or an Early Lease Termination, will mean the positive difference, if any, between (a) the Base Residual of such Leased Vehicle, and (b) the related Net Auction Proceeds plus all Net Insurance Proceeds.

“Residual Value Surplus” for each Leased Vehicle that is returned to the Servicer following the termination of the related Lease at its Lease Maturity Date or an Early Lease Termination, will mean the positive difference, if any, between (a) the Net Auction Proceeds from the sale of the Leased Vehicle plus all Net Insurance Proceeds and (b) the Base Residual of such Leased Vehicle.

In addition to reallocations of Leases and related Leased Vehicles under the circumstances described under “The Leases — Representations, Warranties and Covenants,” if the Servicer grants a Term Extension with respect to a Lease, the Servicer will be required to direct the Titling Trustee to reallocate from the SUBI to the UTI that Lease and related Leased Vehicle or cause to be conveyed to the Servicer that Lease and related Leased Vehicle on the related Deposit Date, and remit to the SUBI Collection Account an amount equal to the Repurchase Payment with respect to that Lease. The Titling Trust (or the Titling Trustee on behalf of the Titling Trust) will be required to purchase or cause to be purchased a Lease and the related Leased Vehicle on the related Deposit Date and remit to the SUBI Collection Account an amount equal to the Repurchase Payment with respect to that Lease if the related lessee changes the domicile of or title to a vehicle subject to a Lease to Alabama or any other restricted jurisdictions, unless the Servicer has delivered to the Trustees an officer’s certificate to the effect that vehicles may be titled in the name of the Titling Trustee on behalf of the Titling Trust and beneficial interests therein may be transferred without retitling in Alabama or any such other restricted jurisdictions.

The Servicer will be required to notify as soon as practicable the Transferor (in the event that NMAC is not acting as the Servicer), the Indenture Trustee and the Titling Trustee of all liens or claims of any kind of a third party that would materially and adversely affect the interests of, among others, the Transferor or the Titling Trust in any Lease or Leased Vehicle. When the Servicer becomes aware of any such lien or claim with respect to any Lease or Leased Vehicle, it will take whatever action it deems reasonably necessary to cause that lien or claim to be removed.

On, or prior to each Deposit Date, the Servicer will be obligated to make, by deposit into the SUBI Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of certain Leased Vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of Leases relating to

Monthly Payment Advances. If a lessee makes a Monthly Payment that is less than the total Monthly Payment billed with respect to the lessee’s vehicle for the related Collection Period, the Servicer will advance the difference between (a) the amount of the Monthly Payment due, and (b) the actual lessee payment received less amounts thereof allocated to monthly sales, use, lease or other taxes (each, a “Monthly Payment Advance”).

The Servicer will be entitled to reimbursement of all Monthly Payment Advances from (a) subsequent payments made by the related lessee in respect of the Monthly Payment due or (b) if the Monthly Payment Advance has been outstanding for at least 90 days after the end of the Collection Period in respect of which such Monthly Payment Advance was made, from the SUBI Collection Account.

Sales Proceeds Advances. If the Servicer does not sell or otherwise dispose of a Leased Vehicle that became a Matured Vehicle by the end of the related Collection Period, on the related Deposit Date the Servicer will advance to the Issuer an amount equal to, if the related Lease (i) terminated early but is not a Lease in default, the Securitization Value, and (ii) relates to a Leased Vehicle that matured on its scheduled termination date, the Base Residual (each, a “Sales Proceeds Advance”).

If the Servicer sells a Matured Vehicle after making a Sales Proceeds Advance, the Net Auction Proceeds will be paid to the Servicer up to the amount of such Sales Proceeds Advance, and the Residual Value Surplus will be deposited into the SUBI Collection Account. If the Net Auction Proceeds are insufficient to reimburse the Servicer for the entire Sales Proceeds Advance, the Servicer will be entitled to reimbursement of the difference from the SUBI Collection Account.

If the Servicer has not sold a Matured Vehicle within 90 days after it has made a Sales Proceeds Advance, it will be reimbursed for that Sales Proceeds Advance from amounts on deposit in the SUBI Collection Account. Within six months of receiving that reimbursement, if the related Leased Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause that Leased Vehicle to be sold at auction and shall remit the proceeds associated with the disposition of that Leased Vehicle to the SUBI Collection Account.

Each Lease will require the related lessee to maintain in full force and effect during the related Lease Term a comprehensive collision and physical damage insurance policy covering the actual cash value of the related Leased Vehicle and naming the Titling Trust as loss payee. Additionally, the lessee will be required to maintain vehicle liability insurance in amounts equal to the greater of the amount prescribed by applicable state law, or industry standards, as set forth in the related Lease (to the extent permitted by applicable law), naming the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as an additional insured. Because lessees may choose their own insurers to provide the required coverage, the actual terms and conditions of their policies may vary. If a lessee fails to obtain or maintain the required insurance, the related Lease will be deemed in default.

NMAC does not require lessees to carry credit disability, credit life or credit health insurance or other similar insurance coverage that provides for payments to be made on the Leases on behalf of such lessees in the event of disability or death. To the extent that such insurance coverage is obtained on behalf of a lessee, payments received in respect of such coverage may be applied to payments on the related Lease to the extent that such lessee’s beneficiary chooses to do so.

The Servicer will use commercially reasonable efforts to repossess and liquidate Defaulted Vehicles. Such liquidation may be effected through repossession of Defaulted Vehicles and their disposition, or the Servicer may take any other action permitted by applicable law. The Servicer may enforce all rights of the lessor under the related Liquidated Lease, sell that Defaulted Vehicle in accordance with such Liquidated Lease and commence and pursue any proceedings in connection with such Liquidated Lease. In connection with any such repossession, the Servicer will follow such practices and procedures as it deems necessary or advisable and as are normal and usual in the industry, and in each case in compliance with applicable law, and to the extent more exacting, the practices and procedure used by the Servicer in respect of leases serviced by it for its own account. The Servicer will be responsible for all costs and expenses incurred in connection with the sale or other disposition of Defaulted Vehicles, but will be entitled to reimbursement to the extent such costs constitute Disposition Expenses or are expenses recoverable under an applicable insurance policy. Proceeds from the sale or other disposition of repossessed Leased Vehicles will constitute Liquidation Proceeds and will be deposited into the SUBI Collection Account. To the extent not otherwise covered by Net Auction Proceeds or Liquidation Proceeds, the Servicer will be entitled to reimbursement of all Disposition Expenses from amounts on deposit in the SUBI Collection Account upon presentation to the Indenture Trustee of an officer’s certificate of the Servicer. Collections in respect of a Collection Period will include all Net Auction Proceeds and Net Liquidation Proceeds collected during that Collection Period.

The Servicer will retain or cause to be retained all data — including computerized records, operating software and related documentation — relating directly to or maintained in connection with the servicing of the Leases. Upon the occurrence and continuance of a Servicer Default and termination of the Servicer’s obligations under the Servicing Agreement, the Servicer will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Leases to a successor servicer.

The Servicer will perform certain monitoring and reporting functions on behalf of the Transferor, the Issuer, the Trustees and the Securityholders, including the preparation and delivery to the Indenture Trustee, the Titling Trustee and each Rating Agency, on or before each Determination Date, of a certificate setting forth all information necessary to make all distributions required in respect of the related Collection Period, and the preparation and delivery of statements setting forth the information described under “Additional Information Regarding the Securities — Statements to Securityholders,” and an annual officer’s certificate specifying the occurrence and status of any Servicer Default.

Under the Servicing Agreement, on or before the last day of the third month after the end of each fiscal year of the Servicer (commencing on June 30, 2005), a firm of nationally recognized independent accountants will furnish the Issuer, the Indenture Trustee, each Rating Agency, and the Owner Trustee with an annual statement as to compliance by the Servicer during the Servicer’s preceding fiscal year (or since the Closing Date in the case of the first such statement).

The Servicing Agreement will also provide for the delivery to the Issuer, the Indenture Trustee, each Rating Agency, and the Owner Trustee of an annual certificate, signed by an officer of the Servicer, stating that there has been no Servicer Default during the preceding 12 months ended March 31 — or since the Closing Date in the case of the first such certificate — or, if there has been any Servicer Default, describing each such default.

Copies of such statements and certificates may be obtained by Noteholders or Certificateholders by a request in writing addressed to the Indenture Trustee or the Owner Trustee, as the case may be, at the related corporate trust office.

The Servicer will be entitled to compensation for the performance of its servicing and administrative obligations with respect to the SUBI Assets under the Servicing Agreement. The Servicer will be entitled to receive a fee in respect of the SUBI Assets equal to, for each Collection Period, one-twelfth of the product of (a) 1.00% and (b) the aggregate Securitization Value of all Leases as of the first day of that Collection Period (the “Servicing Fee”). The Servicing Fee will be payable on each Payment Date and will be calculated and paid based upon a 360-day year consisting of twelve 30-day months.

The Servicer will also be entitled to additional compensation in the form of expense reimbursement, administrative fees or similar charges paid with respect to the Leases, including disposition fees and any late payment fees now or later in effect (collectively, the “Administrative Charges”). The Servicer will pay all expenses incurred by it in connection with its servicing and administration activities under the Servicing Agreement and will not be entitled to reimbursement of such expenses. The Servicer will have no responsibility, however, to pay any losses with respect to any Titling Trust Assets.

The Servicing Fee will compensate the Servicer for performing the functions of a third party servicer of the Leases as an agent for the Titling Trust under the Servicing Agreement, including collecting and processing payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements, paying costs of the sale or other disposition of Matured Vehicles and Defaulted Vehicles, overseeing the SUBI Assets and servicing the Leases, including making Advances, accounting for Collections, furnishing monthly and annual statements to the Titling Trustee with respect to distributions and generating federal income tax information.

The Servicer may not resign from its obligations and duties under the Servicing Agreement unless it determines that its duties thereunder are no longer permissible by reason of a change in applicable law or regulations. No such resignation will become effective until a successor servicer has assumed the Servicer’s obligations under the Servicing Agreement. The Servicer may not assign the Servicing Agreement or any of its rights, powers, duties or obligations thereunder except as otherwise provided therein or except in connection with a consolidation, merger, conveyance, transfer or assignment made in compliance with the Servicing Agreement.

The rights and obligations of the Servicer under the Servicing Agreement may be terminated following the occurrence and continuance of a Servicer Default, as described under “— Servicer Defaults.”

The Servicer will indemnify the Trustees and their respective agents for any loss, liability, claim, damage or expense that may be incurred by them as a result of any act or omission by the Servicer in connection with the performance of its duties under the Servicing Agreement, but only to the extent such liability arose out of the Servicer’s negligence, willful misconduct, bad faith or recklessness.

The following events constitute “Servicer Defaults” under the Servicing Agreement:


	(a)	any failure by the Servicer to deliver or cause to be delivered any required payment to (i) the Indenture Trustee for distribution to the Noteholders, (ii) the Owner Trustee for distribution to the Certificateholders or (iii) the Titling Trustee (acting through the Trust Agent) for distribution to the Indenture Trustee and the Owner Trustee, which failure continues unremedied for five Business Days after discovery thereof by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders or Certificateholders (which for this purpose includes Certificates held by the Issuer, the Transferor, the Servicer (so long as NMAC or an affiliate thereof is the Servicer) and their respective affiliates) evidencing not less than 25% of the aggregate principal amount of the Securities, voting together as a single class,


	(b)	any failure by the Servicer to deposit, apply, or distribute any amounts in the manner and at such time as required by the Servicing Agreement, including a failure to deliver to the Titling Trustee for distribution to or for the account of the holder of the SUBI Certificate any amounts required to be so distributed pursuant to the Servicing Agreement, which failure continues unremedied for ten Business Days after the discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Titling Trustee or the holder of the SUBI Certificate,

	(c)	any failure by the Servicer to duly observe or perform in any material respect any of its other covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of the Titling Trust or any holder of the SUBI Certificate or the Noteholders or Certificateholders, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Titling Trustee or any such holder of the SUBI Certificate, the Noteholder or Certificateholder, or such default becomes known to the Servicer,

	(d)	any failure by the Servicer to deliver to the Titling Trustee any report required to be delivered to the Titling Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Tilting Trustee,

	(e)	any failure by the Servicer to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Issuer pursuant to the Basic Documents, which failure continues for 30 Business Days after discovery of that failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee,


	(f)	any representation, warranty or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of any holder of the SUBI Certificate or the Noteholders or the Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 30 days after receipt by the Servicer of written notice thereof from the Titling Trustee or the related holder or such incorrectness becomes known to the Servicer,


	(g)	any failure by the Servicer to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, any premium in respect of any Contingent and Excess Liability Insurance policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Titling Trustee or such holder of the SUBI Certificate,

	(h)	the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation described more fully in the Servicing Agreement in respect of the Servicer;

provided, however, that (1) the occurrence of any event set forth in clauses (a) through (h) with respect to the SUBI will be a Servicer Default only with respect to the SUBI and will not be a Servicer Default with respect to the UTI or any Other SUBI and (2) the occurrence of any event set forth in clauses (a) through (h) with respect to the UTI or any Other SUBI will be a Servicer Default only with respect to the UTI or the Other SUBIs, as applicable, and will not be a Servicer Default with respect to the SUBI.

Notwithstanding the foregoing, a delay in or failure of performance referred to under clauses (a) and (b) for a period of ten Business Days, under clause (c) for a period of 120 days, under clauses (d) and (e) for a period of 60 days or under clause (f) for a period of 90 days, will not constitute a Servicer Default if that failure or delay was caused by force majeure or other similar occurrence. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Owner Trustee, the Titling Trustee, and the Transferor prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Upon the occurrence of any Servicer Default, the sole remedy available to the holder of the SUBI Certificate will be to remove the Servicer and appoint a successor servicer. However, if the commencement of a bankruptcy or similar case or proceeding were the only default, the Servicer or its trustee-in-bankruptcy might have the power to prevent that removal. See “— Removal or Replacement of the Servicer.”

The Servicing Agreement will terminate upon the earlier to occur of (a) the dissolution of the Titling Trust or (b) with respect to the Servicer, but not as to the applicable successor servicer, the discharge of the Servicer in accordance with the terms of the Servicing Agreement, which will effect a termination only with respect to the SUBI Assets and not with respect to any other Titling Trust Assets.

Upon the occurrence of a Servicer Default, the Titling Trustee may, to the extent such Servicer Default relates (a) to all Titling Trust Assets, upon the direction of the holders of the SUBI, the UTI and any Other SUBI — excluding NMAC, the UTI Beneficiary or any other affiliate of the Servicer — terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to all Titling Trust Assets or (b) only to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificate, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder and pledgee of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than 66 2/3% of the aggregate principal amount of the Notes, voting together as a single class, so long as any Notes are outstanding. After the lien of the Indenture has been released, the Owner Trustee, acting at the direction of 66 2/3% of the Certificateholders, voting together as a single class, may remove the Servicer upon a Servicer Default. In each case, the Titling Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy to each Rating Agency, the Transferor, Nilt Trust, and, any other holders of securities related to any Other SUBIs affected by that Servicer Default.

Upon the termination or resignation of the Servicer, the Servicer, subject to that termination or removal, will continue to perform its functions as Servicer, in the case of (a) termination, until the earlier of the date specified in the termination notice or, if no such date is specified therein, the date of the Servicer’s receipt of such notice, and (b) resignation, until the later of (1) the date upon which the resigning Servicer becomes unable to act as Servicer, as specified in the resignation notice, or (2) a successor servicer has assumed the duties of the Servicer under the Servicing Agreement.

In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Titling Trustee, acting at the direction of the holder and pledgee of the SUBI Certificate — which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than 66 2/3% of the aggregate principal amount of the Notes, voting together as a single class, so long as any Notes are outstanding and thereafter the Owner Trustee acting at the direction of Certificateholders, voting together as a single class, holding no less than 66 2/3% of the aggregate balance of the Certificates — will appoint a successor servicer. The Titling Trustee will have the right to approve that successor servicer, and that approval may not be unreasonably withheld. If a successor servicer is not appointed by the effective date of the predecessor servicer’s resignation or termination, then the Trust Agent will act as successor servicer. If the Trust Agent is legally unable to act as the Servicer, then the Titling Trust will be required to appoint, or petition a court of competent jurisdiction to appoint, any established entity the regular business of which includes the servicing of motor vehicle leases or retail installment sales contracts as the successor servicer.

Upon appointment of a successor servicer, the successor servicer will assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor servicer will have any responsibilities with respect to the purchase of additional leases or vehicles by the Titling Trust or with respect to making advances. Any compensation payable to a successor servicer may not be in excess of that permitted the predecessor servicer unless the holders of the UTI, the SUBI and any Other SUBIs, as the case may be, bear such excess costs exclusively. If a bankruptcy trustee or similar official has been appointed

NMAC, in its capacity as Administrative Agent (the “Administrative Agent”) under an administration agreement, to be dated as of the Closing Date (the “Trust Administration Agreement”), will perform the administrative obligations required to be performed by the Issuer or the Owner Trustee under the Indenture and Trust Agreement.

General. For so long as any Notes are outstanding, the Issuer’s rights in the SUBI Certificate will be subject to the lien of the Indenture. The Indenture Trustee will be the holder of the SUBI Certificate for purposes of determining whether any proposed amendment to the SUBI Trust Agreement, the Servicing Agreement or the Trust Agreement will materially adversely affect the interests of the holders of the SUBI Certificate.

Amendment of the SUBI Trust Agreement and the Servicing Agreement. Each of the SUBI Trust Agreement and the Servicing Agreement may be amended without the consent of the holders of the Notes, the Certificates, the SUBI Certificate, the UTI Certificates or any Other SUBI Certificates, as the case may be, to cure any ambiguity, correct or supplement any provision therein that may be inconsistent with any other provision therein, add any other provisions with respect to matters or questions arising under the related agreement that are not inconsistent with the provisions of the respective agreements or add or amend any provision therein to assure that none of the Titling Trust, the Issuer or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, however, that any such action will not, in the good faith judgment of the parties thereto, materially and adversely affect the interest of any of such holders. Each of the SUBI Trust Agreement and the Servicing Agreement may also be amended by the parties thereto from time to time either as it relates to the SUBI, including to change the manner in which the Reserve Account is funded, including the elimination of the Reserve Account (in the case of the SUBI Trust Agreement), or to change the remittance schedule for depositing Collections and other amounts into the SUBI Collection Account:


	•	upon prior written notice to each Rating Agency of such amendment, and

	•	upon delivery of an opinion of counsel as to certain tax matters,

	•	provided, however, that consent of all the holders of the outstanding Notes and Certificates and delivery of an opinion of counsel as to certain tax matters is required for any amendment that:

	•	may increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments in respect of the SUBI, the SUBI Certificate, distributions required to be made on the Notes or the Certificates or any Note Rate, or

	•	reduces the percentage of the aggregate principal amount of the Notes and the Certificates required to consent to any such amendment.

To the extent that any such amendment also relates to or affects the UTI or any Other SUBI, such amendment will require the consent of the holders affected thereby.

Amendment of the Trust Agreement. The Trust Agreement may be amended by the Transferor and the Owner Trustee without the consent of any of the Noteholders or Certificateholders to cure any ambiguity, correct or supplement any of its provisions that may be inconsistent with any other provision in the Trust Agreement, add any other provisions with respect to matters or questions arising under the Trust Agreement

The Trust Agreement may also be amended from time to time by the Transferor and the Owner Trustee,


	•	with prior written notice to each Rating Agency of such amendment,

	•	with the consent of the Noteholders holding at least a majority of the aggregate outstanding principal amount of the Notes, voting together as a single class, and

	•	to the extent affected thereby, with the consent of the Certificateholders holding at least a majority of the aggregate principal amount of the Certificates, (which includes the certificates held by the Issuer, the Transferor, the Servicer and their respective affiliates),

for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. No such amendment shall, however:


	•	increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made on the Notes or the Certificates, or

	•	reduce the percentage of the Noteholders or Certificateholders required to consent to any such amendment, without the consent of the holders of all of the outstanding Certificates (which for this purpose includes Certificates held by the Issuer, the Transferor, the Servicer and their respective affiliates) affected thereby, and provided, further, that an opinion of counsel shall be furnished to the Trustees to the effect that such amendment shall not (1) affect the treatment of the Notes as debt for federal income tax purposes, (2) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (3) cause the Issuer to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. Notwithstanding the foregoing, the Trust Agreement may be amended at any time by the parties thereto to the extent reasonably necessary to assure that none of the Titling Trust, the Issuer or the Transferor will be classified as an association, or a publicly traded partnership, taxable as a corporation for federal income tax purposes.

The Trust Agreement may also be amended from time to time to approve additional trust activities and purposes upon the request of holders of at least 66 2/3% of the outstanding balance of the Certificates, voting together as a single class, (which for this purpose includes Certificates held by the Issuer, the Transferor, the Servicer and their respective affiliates); provided, however, that any such amendment will also require:


	•	that each Rating Agency receives prior written notice of such proposed amendment, and

	•	approval by holders of at least 66 2/3% of the aggregate outstanding principal amount of the Notes, voting together as a single class,

provided further that such amendment, as evidenced by an opinion of counsel, shall not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the Issuer to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. See “The Issuer — Formation.”

The Trust Agreement will require the Owner Trustee to give the Certificateholders and the Rating Agencies 30 days’ prior written notice of any proposed amendment or supplement to the Indenture in circumstances where the consent of any Noteholder is required, or of any proposed amendment to any Basic Document other than the Trust Agreement that materially and adversely affects the interests of the Certificateholders. The Owner Trustee will only effect the proposed amendment if Certificateholders representing at least 25% of the Certificate Balance have not notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction in writing.

Amendment of the Indenture. Without the consent of the Noteholders but with prior notice to each Rating Agency, the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, upon request by the Issuer, may execute a supplemental indenture for the purpose of adding to the covenants of the Issuer, curing any ambiguity, correcting or supplementing any provision that may be inconsistent with any other provision or adding any other provision with respect to matters or questions arising under the Indenture that will not be inconsistent with other provisions of the Indenture.

Without the consent of the holder of each outstanding Note affected thereby, no supplemental indenture may:


	•	change the Note Final Scheduled Payment Date of, or Note Rate on, reduce the principal amount thereof, or the Redemption Price with respect to, any class of Notes, or change any place of payment where, or the coin or currency in which, the principal or interest on any class of Notes is payable,

	•	impair any right to institute suit for the enforcement of certain provisions of the Indenture regarding payment,

	•	reduce the percentage of the aggregate principal amount of the Notes the consent of the holders of which is required for any supplemental indenture or for any waiver of compliance with certain provisions of the Indenture or of certain defaults thereunder and their consequences as provided for therein,

	•	modify or alter the provisions of the Indenture regarding the voting of Notes held by the Transferor, the Servicer or any of their respective affiliates or any obligor on the Notes,

	•	reduce the percentage of the aggregate principal amount of Notes the consent of the holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate, if the proceeds of that sale would be insufficient to pay the aggregate principal amount of and accrued but unpaid interest on the Notes,

	•	decrease the percentage of the aggregate principal amount of Notes required to amend the sections of the Indenture that specify the applicable percentage of the aggregate principal amount of Notes necessary to amend the Indenture or the other Basic Documents, or

	•	permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for the Notes or, except as otherwise permitted by or contemplated in the Indenture, terminate the lien of the Indenture on any such collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture.

The Issuer and the Indenture Trustee may also enter into supplemental indentures, with the consent of holders of at least a majority of the aggregate principal amount of the Notes, voting together as a single class, and with prior written notice to each Rating Agency, for the purpose of adding any provision to, changing in any manner or eliminating any provision of the Indenture or for the purpose of modifying in any manner the rights of the Noteholders; provided, that:


	•	such action will not, as evidenced by an opinion of counsel, materially adversely affect the interests of any Noteholder and

	•	an opinion of counsel as to certain tax matters is delivered.

Amendment of the SUBI Certificate Transfer Agreements. The SUBI Certificate Transfer Agreement and the Trust SUBI Certificate Transfer Agreement may be amended from time to time by the parties thereto.

The UTI Beneficiary and the Titling Trust. The Trustees, the UTI Beneficiary, any paying agent, the Transferor, the Trust Agent, NMAC, the Servicer, each holder of an interest in the SUBI, an Other SUBI or the UTI, and each Securityholder, by accepting the related security, including each Noteholder, by accepting

The Transferor and the Issuer. Each of the Servicer, the Transferor, the Owner Trustee, the Indenture Trustee and each Securityholder, by accepting the related security, including the Noteholder, by accepting the Note or a beneficial interest in the related Notes, will covenant not to institute or join in instituting any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding against the Transferor or the Issuer for a period of one year and one day after the Notes and the Certificates have been paid in full; provided, however, that 100% of the Noteholders or, if no Notes are then outstanding, 100% of the Certificateholders, in each case excluding the Transferor and any of its affiliates, may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer.

Securities Owned by the Issuer, the Transferor, the Servicer and their Affiliates

In general, except as otherwise described in this prospectus and the Basic Documents, so long as any Notes are outstanding, any Securities owned by the Issuer, the Transferor, the Servicer (so long as NMAC or one of its affiliates is the Servicer) or any of their respective affiliates will be entitled to benefits under the Basic Documents equally and proportionately to the benefits afforded other owners of the Securities, except that such Securities will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of the related Securityholders have given any request, demand, authorization, direction, notice, consent or other action under the Basic Documents. See “The Issuer — Formation,” “Additional Documents Provisions — The Trust Agreement — Restrictions on Actions by Owner Trustee,” “— Resignation and Removal of the Owner Trustee,” “Additional Document Provisions — The Servicing Agreement — Servicer Defaults” and “Additional Document Provisions — Miscellaneous Provisions — Amendment Provisions.”

The Titling Trustee. The Titling Trustee will be entitled to reasonable compensation for its services with respect to the SUBI Assets, which will be paid by the Servicer, the amount of which will be agreed upon from time to time by the Titling Trustee and the Servicer.

The Servicer. As more fully described under “— The Servicing Agreement — Servicing Compensation,” as compensation for the servicing of the SUBI Assets and administering the distribution of funds in respect thereof, the Servicer will be entitled to receive the Servicing Fee on each Payment Date, together with reimbursement of fees and expenses and any late payment fees now or later in effect or similar charges paid with respect to the Leases.

The Servicer will pay all expenses incurred by it in the performance of its duties under the Servicing Agreement, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Trustees. The Servicer will pay the fees and expenses of the Titling Trustee.

The Indenture Trustee. As more fully described under “Additional Document Provisions — The Indenture — Compensation and Indemnity,” the Servicer will pay the Indenture Trustee compensation for its services and reimburse it for its reasonable expenses relating thereto.

The Owner Trustee and Paying Agent. The Administrative Agent will pay the Owner Trustee and each paying agent such fees as have been agreed upon among the Transferor, the Administrative Agent and the Owner Trustee or the paying agent, and will reimburse the Owner Trustee and each paying agent for their

The Administrative Agent. As compensation for the performance of the Administrative Agent’s obligations under the Trust Administration Agreement and as reimbursement for its expenses related thereto, the Administrative Agent will be entitled to a monthly administration fee, which fee will be paid by the Servicer and not from the proceeds of the Leases, Leased Vehicles or other Titling Trust Assets. The Administrative Agent will pay the fees and expenses of the Owner Trustee, and each paying agent.

The SUBI Trust Agreement and the Trust Agreement will be governed by the laws of the State of Delaware. The Servicing Agreement will be governed by the laws of the State of California. The Indenture, the Trust Administration Agreement, the SUBI Certificate Transfer Agreement, and the Trust SUBI Certificate Transfer Agreement will be governed by the laws of the State of New York.

The following summary describes certain terms of the Cap Agreement. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Cap Agreement.

On the Closing Date the Issuer will enter into a 2002 International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement (such agreement, the “2002 Master Agreement”) with , as cap provider, as modified to reflect the transactions described below (the 2002 Master Agreement, as so modified, the “Cap Agreement”). The Cap Agreement will incorporate certain relevant standard definitions in the 2000 ISDA Definitions and the Annex to the 2000 ISDA Definitions published by ISDA. Under the Cap Agreement, if LIBOR related to any Payment Date exceeds the Cap Rate, the cap provider will pay to the Issuer an amount equal to the product of:


	•	LIBOR for the related Payment Date minus the Cap Rate,

	•	the notional amount on the cap, which will equal the total outstanding principal amount of the Class A-3a Notes on the first day of the Accrual Period related to such Payment Date and

	•	a fraction, the numerator of which is the actual number of days elapsed from and including the previous Payment Date, to but excluding the current Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding the first Payment Date, and the denominator of which is 360.

Unless the Cap Agreement is terminated early as described below under “— Early Termination of Cap Agreement,” the Cap Agreement will terminate, with respect to the Class A-3a Notes, on the earlier of (x) the Class A-3a final scheduled Payment Date and (y) the date on which the principal balance of the Class A-3a Notes has been reduced to zero.

, is a corporation with its principal place of business located at . It is a wholly-owned subsidiary of . primarily acts as a counterparty for certain derivative financial products, including interest rate, currency, and commodity swaps, caps and floors, currency options, and credit derivatives. maintains positions in interest-bearing Securities, financial futures, and forward contracts primarily to hedge its exposure. In the normal course of its business, enters into repurchase and resale agreements with certain affiliated companies. The obligations of under the Cap Agreement will be guaranteed by .

, is a corporation with its principal place of business located at . ’s senior unsecured debt obligations currently are rated by S&P, by Moody’s and by Fitch.

The information in the preceding two paragraphs has been provided by and is not guaranteed as to accuracy or completeness, and is not to be construed as representation by the Transferor, the Issuer, NILT Trust, Nissan-Infiniti LT or the Underwriters. Except for the foregoing two paragraphs, has not been involved in the preparation of, and does not accept responsibility for, this prospectus.

NMAC and the Transferor have agreed to indemnify the Cap Provider against specific liabilities, including liabilities under the Securities Act, or to contribute to payments the Cap Provider is required to make.

The obligations of the Cap Provider to pay certain amounts due under the Cap Agreement will be subject to the conditions precedent that no Early Termination Date (as defined below under “— Early Termination of Cap Agreement”) shall have occurred or shall have been effectively designated.

Events of default under the Cap Agreement (each, a “Cap Event of Default”) are limited to: (i) the failure of the Cap Provider to pay any amount when due under the Cap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Cap Provider; and (iii) certain other standard events of default under the 2002 Master Agreement.

“Cap Termination Events” under the Cap Agreement consist of the following: (i) any event of default under the Indenture that results in the acceleration of the Notes or the liquidation of the Trust Estate; (ii) the Indenture is amended or supplemented without the consent of the Cap Provider in any manner which would adversely affect any of the Cap Provider’s rights or obligations under the Cap Agreement; (iii) the long-term debt rating of is reduced to a level below “ ” by Moody’s, “ ” by Standard & Poor’s or by Fitch (if rated by Fitch) or the short-term debt rating of is reduced to a level below “ ” by Moody’s, “ ” by Standard & Poor’s or by Fitch (if rated by Fitch) (or, in each case, such lower ratings as may be permitted by Moody’s, Standard & Poor’s and Fitch without causing a downgrade in the ratings applicable to the Notes) and the Cap Provider has failed to otherwise cure such default under the terms of the Cap Agreement; and (iv) certain standard termination events under the 2002 Master Agreement including “Illegality” (which generally relates to changes in law causing it to become unlawful for either of the parties to perform its obligations under the Cap Agreement), “Force Majeure Event” (which generally relates to the occurrence of a force majeure or an act of state that prevents either of the parties from performing its obligations under the Cap Agreement, “Tax Event” (which generally relates to either party to the Cap Agreement receiving payments thereunder from which an amount has been deducted or withheld for or on account of certain taxes) and “Tax Event Upon Merger” (which generally relates to a party to the Cap Agreement receiving a payment under the Cap Agreement from which an amount has been deducted or withheld for or on account of certain taxes as a result of a party merging with another entity), each as more fully described in Sections 5(b)(i), 5(b)(ii), 5(b)(iii), and 5(b)(iv) of the 2002 Master Agreement.

Upon the occurrence and during the continuance of any Cap Event of Default, the non-defaulting party will have the right to designate an “Early Termination Date” (as defined in the Cap Agreement). On the Early Termination Date, the Cap Agreement will terminate. With respect to Cap Termination Events, an Early Termination Date may be designated by one or both of the parties (as specified in the Cap Agreement

The Issuer will assign its rights under the Cap Agreement to the Indenture Trustee in connection with the Issuer’s pledge of the assets of the Issuer as collateral for the Notes. The Indenture provides that upon the occurrence of (i) any Cap Event of Default arising from any action taken, or failure to act, by the Cap Provider, or (ii) any Cap Termination Event (except as described in the following sentence) with respect to which the Cap Provider is an Affected Party, the Indenture Trustee may and will, at the direction of the Noteholders evidencing at least a majority of the aggregate of the outstanding principal balances of all such classes voting as a single class, by notice to the Cap Provider, designate an Early Termination Date with respect to the Cap Agreement. If a Cap Termination Event occurs as a result of the insolvency or bankruptcy of the Cap Provider, which event has not been otherwise cured under the terms of the Cap Agreement, the Indenture Trustee will be required by the terms of the Indenture (as assignee of the rights of the Issuer under the Cap Agreement) to terminate the Cap Agreement.

Prior to an Early Termination Date, the Cap Provider may be liable to make a termination payment to the Issuer, in some cases regardless, of which party may have caused such termination (any such payment, a “Cap Termination Payment”). Any Cap Termination Payment will be calculated on the basis that the Issuer is the Affected Party (as defined in the Cap Agreement), subject to certain exceptions. The amount of any Cap Termination Payment will be based on the replacement costs incurred or gains realized in replacing or providing the economic equivalent of the material terms of the interest rate cap transactions, together with amounts in respect of obligations that were due but unfulfilled at the time of termination, in accordance with the procedures set forth in the Cap Agreement (assuming, for purposes of such calculation, that all outstanding shortfalls in amounts payable as Cap Payments are due and payable on the first Payment Date that would have occurred after the Early Termination Date). Any Cap Termination Payment could, if interest rates have changed significantly, be substantial.

A Cap Termination will constitute an Event of Default under the Indenture, unless, in certain cases, the Issuer obtains a replacement interest rate cap agreement or establishes any other arrangement satisfactory to the applicable Rating Agency such that the ratings of the Notes by the applicable Rating Agency will not be withdrawn or reduced. With respect to certain Cap Termination Events, the Issuer may, but is not obligated to, obtain a replacement interest rate cap agreement on substantially the same terms as the Cap Agreement, provided that, (a) the new cap provider enters into a substantially similar interest rate cap agreement to the reasonable satisfaction of the Indenture Trustee (as assignee of the rights of the Issuer under the Cap Agreement) and (b) the ratings assigned to the Notes after such assignment and release will be at least equal to the ratings assigned by Moody’s, Standard & Poor’s, and Fitch to the Notes at the time of such Cap Termination.

Upon the occurrence of any Event of Default that results in acceleration of the Notes or involving an uncured payment default under the Indenture, the principal of each class of Notes will become immediately payable and the Indenture Trustee will be obligated to liquidate the assets of the Issuer. In any such event, the ability of the Issuer to pay interest on each class of Notes will depend on (a) the price at which the assets of the Issuer are liquidated and (b) the amount of the Cap Termination Payment, if any, that may be due to the Issuer from the Cap Provider under the Cap Agreement. If the net proceeds of the liquidation of the assets of the Issuer are not sufficient to make all payments due in respect of the Notes and for the Issuer to meet its obligations, if any, in respect of the termination of the Cap Agreement, then such amounts will be allocated and applied in accordance with the priority of payments described herein. See “Additional Document Provisions — The Indenture.”

Neither the Issuer nor the Cap Provider is obligated under the Cap Agreement to gross up if withholding taxes are imposed on payments made under the Cap Agreement. If payments by the Cap Provider to the Issuer become subject to withholding taxes, holders of Notes evidencing at least a majority of the aggregate of the outstanding principal balances of all such classes voting as a single class may direct the Indenture Trustee to terminate the Cap Agreement, as described above under “— Cap Termination Events.”

The Indenture contains provisions permitting the Indenture Trustee (as assignee of the rights of the Issuer under the Cap Agreement) to enter into any amendment of the Cap Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision therein that may be inconsistent with any other provision therein or with the Indenture or (iii) to add any other provisions with respect to matters or questions arising under the Cap Agreement; provided, in the case of clause (iii), that such amendment will not adversely affect in any material respect the interest of any Noteholder. Any such amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder if Standard & Poor’s delivers a letter to the Indenture Trustee to the effect that the amendment will not result in a qualification, reduction or withdrawal of its then-current rating of any class of Notes, and if the Indenture Trustee has provided Moody’s with 10 days prior written notice of the amendment and Moody’s shall not have notified the Indenture Trustee or the Owner Trustee that the amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any class of Notes.

The Titling Trust is a Delaware statutory trust and has made trust filings or obtained certificates of authority to transact business in states where, in the Servicer’s judgment, such action may be required. Because the Titling Trust has been registered as a statutory trust for Delaware and other state law purposes, in similar form as a corporation, it may be eligible to be a debtor in its own right under the United States Bankruptcy Code. See “Risk Factors — A transferor or servicer bankruptcy could delay or limit payments to you.” As such, the Titling Trust may be subject to insolvency laws under the United States Bankruptcy Code or similar state laws (“insolvency laws”), and claims against the Titling Trust Assets could have priority over the beneficial interest in those assets represented by the SUBI. In addition, claims of a third party against the Titling Trust Assets, including the SUBI Assets, to the extent such claims are not covered by insurance, would take priority over the holders of beneficial interests in the Titling Trust, such as the Indenture Trustee, as more fully described under “Security for the Notes — The Contingent and Excess Liability Insurance” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability.”

State laws differ as to whether a corporate trustee that leases vehicles in that state, such as NILT, Inc., must qualify as a fiduciary. The consequences of the failure to be qualified as a fiduciary in a state where such qualification is required differ by state, but could include penalties against NILT, Inc. and its directors and officers, ranging from fines to the inability of NILT, Inc. to maintain an action in the courts of that state.

NMAC believes that NILT, Inc. does not exercise sufficient discretion in the performance of its duties under the SUBI Trust Agreement or take such other discretionary actions that it should be considered to be exercising fiduciary powers within the meaning of any applicable state law. However, no assurance can be given that NMAC’s view will prevail. However, no state in which (1) this issue is uncertain, (2) NILT, Inc. has not taken the actions necessary to qualify as a fiduciary and (3) the consequences of this failure would be material represents a significant percentage of the value of the SUBI Assets. Therefore, NMAC believes that the failure to be qualified as a fiduciary in any state where such qualification may ultimately be required will

Unlike many structured financings in which the holders of the related Securities have a direct ownership interest or a perfected security interest in the underlying assets being securitized, the Issuer will not directly own the SUBI Assets. Instead, the Titling Trust will own the Titling Trust Assets, including the SUBI Assets, and the Titling Trustee will take actions with respect thereto in the name of the Titling Trust on behalf of and as directed by the beneficiaries of the Titling Trust (i.e., the holders of the UTI Certificate, the SUBI Certificate and all Other SUBI Certificates). The primary asset of the Issuer will be the SUBI Certificate evidencing a 100% beneficial interest in the SUBI Assets, and the Owner Trustee will take action with respect thereto in the name of the Issuer and on behalf of the Securityholders and the Transferor. Beneficial interests in the Leases and Leased Vehicles represented by the SUBI Certificate, rather than direct legal ownership, are transferred under this structure in order to avoid the administrative difficulty and expense of retitling the Leased Vehicles in the name of the transferee. The Servicer and/or the Titling Trustee will segregate the SUBI Assets from the other Titling Trust Assets on the books and records each maintains for these assets. Neither the Servicer nor any holders of other beneficial interests in the Titling Trust will have rights in the SUBI Assets and, except under the limited circumstances described under “— Allocation of Titling Trust Liabilities,” payments made on any Titling Trust Assets other than the SUBI Assets will be unavailable to make payments on the Securities or to cover expenses of the Titling Trust allocable to the SUBI Assets.

The Titling Trust Assets are and may in the future be comprised of several portfolios of Other SUBI Assets, together with the SUBI Assets and the UTI Assets. The UTI Beneficiary may in the future pledge the UTI as security for obligations to third-party lenders, and may in the future create and sell or pledge Other SUBIs in connection with other financings. The Titling Trust Agreement will permit the Titling Trust, in the course of its activities, to incur certain liabilities relating to its assets other than the SUBI Assets, or relating to its assets generally. Pursuant to the Titling Trust Agreement, as among the beneficiaries of the Titling Trust, a Titling Trust liability relating to a particular portfolio of Titling Trust Assets will be allocated to and charged against the portfolio of Titling Trust Assets to which it belongs. Titling Trust liabilities incurred with respect to the Titling Trust Assets generally will be borne pro rata among all portfolios of Titling Trust Assets. The Titling Trustee and the beneficiaries of the Titling Trust, including the Issuer, will be bound by that allocation. In particular, the Titling Trust Agreement will require the holders from time to time of the UTI Certificate and any Other SUBI Certificates to waive any claim they might otherwise have with respect to the SUBI Assets and to fully subordinate any claims to the SUBI Assets in the event that such waiver is not given effect. Similarly, the holders of the Securities, or beneficial interests therein, will be deemed to have waived any claim they might otherwise have with respect to the UTI Assets or any Other SUBI Assets. See “Additional Document Provisions — The SUBI Trust Agreement — The SUBI, Other SUBIs and the UTI.”

The Issuer and the Indenture Trustee will not have a direct ownership interest in the SUBI Assets or a perfected security interest in the SUBI Assets (except to the extent of the back-up security interest as discussed in “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests”). As a result, claims of third-party creditors of the Titling Trust will generally take priority over the interests of the Trustees in those SUBI Assets. Potentially material examples of such claims could include:


	(1)	tax liens arising against the Transferor, NMAC, the Titling Trust, the UTI Beneficiary or the Issuer;

	(2)	liens arising under various federal and state criminal statutes;

	(3)	certain liens in favor of the Pension Benefit Guaranty Corporation; and

	(4)	judgment liens arising from successful claims against the Titling Trust arising from the operation of the leased vehicles constituting Titling Trust Assets.

See “Risk Factors — If ERISA liens are placed on the titling trust assets, you could suffer a loss,” “— Vicarious tort liability may result in a loss,” “— A transferor or servicer bankruptcy could delay or limit payments to you,” “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability” and “— Consumer Protection Laws” for a further discussion of these risks.

The assets of the Titling Trust are located in several states, the tax laws of which vary. If any state or locality imposes a tax on the Titling Trust at the entity level, the UTI Beneficiary has agreed to indemnify the holders of the SUBI Certificate and each Other SUBI Certificate for the full amount of such taxes. Should the UTI Beneficiary fail to fulfill its indemnification obligations, amounts otherwise distributable to it as holder of the UTI Certificate will be applied to satisfy such obligations. However, it is possible that Securityholders could incur a loss on their investment if the UTI Beneficiary did not have sufficient assets available, including distributions in respect of the UTI, to satisfy such state or local tax liabilities.

The Titling Trust Agreement provides for the UTI Beneficiary to be liable as if the Titling Trust were a partnership and the UTI Beneficiary were general partner of the partnership to the extent necessary after giving effect to the payment of liabilities allocated severally to the holders of the SUBI Certificate and any Other SUBI Certificates. However, it is possible that the Securityholders could incur a loss on their investment to the extent any such claim were allocable to the Issuer as the holder of the SUBI Certificate, either because a lien arose in connection with the SUBI Assets or if the UTI Beneficiary did not have sufficient assets available, including distributions in respect of the UTI, to satisfy such claimant or creditor in full.

The SUBI will be issued pursuant to the SUBI Trust Agreement and will evidence a beneficial interest in the SUBI Assets. The SUBI will not represent a direct interest in the related SUBI Assets, nor will it represent an interest in any Titling Trust Assets other than such SUBI Assets. Under the allocation of Titling Trust liabilities described under “Additional Document Provisions — The SUBI Trust Agreement — The SUBI, the Other SUBIs and the UTI,” payments made on or in respect of such other Titling Trust Assets will be unavailable to make payments on the Securities or to cover expenses of the Titling Trust allocable to the SUBI Assets. The holders of interests in the SUBI (including the Issuer) will bear any liability to third parties arising from a Lease or the related Leased Vehicle. If any such liability arises from a lease or leased vehicle that is an Other SUBI Asset or a UTI Asset, the Titling Trust Assets (including the SUBI Assets) will not be subject to this liability unless the Other SUBI Assets or UTI Assets are insufficient to pay the liability. In such event, because there will be no other assets from which to satisfy this liability, to the extent that it is owed to entities other than the Titling Trustee and the beneficiaries of the Titling Trust, the other Titling Trust Assets, including the SUBI Assets, will be available to satisfy such liabilities. Under these circumstances, investors in the Notes could incur a loss on their investment.

Similarly, to the extent that a third-party claim that otherwise would be allocable to an Other SUBI or UTI is satisfied out of the SUBI Assets rather than Other SUBI Assets or UTI Assets, and the claim exceeds the value of the portfolio to which it should be allocated, the Titling Trustee will be unable to reallocate the remaining Titling Trust Assets so that each portfolio will bear the expense of the claim as nearly as possible if the claim has been properly allocated. In such circumstances, investors in the Notes could incur a loss on their investment.

The Titling Trust Agreement provides that, to the extent that such a third-party claim is satisfied out of one or more SUBI Assets rather than Other SUBI Assets or UTI Assets to which the related leases or leased vehicles are allocated, as the case may be, the Titling Trustee will reallocate the remaining Titling Trust Assets (i.e., the Other SUBI Assets and the UTI Assets) so that each portfolio will bear the expense of the claim as nearly as possible as if the claim had been allocated as provided in the Titling Trust Agreement as set forth under “Additional Document Provisions — The SUBI Trust Agreement — The SUBI, the Other SUBIs and the UTI.”

The UTI Beneficiary has pledged the UTI Assets as security in connection with the financing of the acquisition of the UTI Assets and may create and sell or pledge Other SUBIs in connection with other

The Issuer will generally be deemed to own the SUBI Certificate and, through such ownership, to have an indirect beneficial ownership interest in the Leases and the related Leased Vehicles. If a court of competent jurisdiction were to recharacterize the sale to the Issuer of the SUBI Certificate as a financing, the Issuer (or, during the term of the Indenture, the Indenture Trustee) could instead be deemed to have a perfected security interest in the SUBI Certificate, but in no event would the Issuer or the Indenture Trustee be deemed to have a perfected security interest in the Leased Vehicles allocated to the SUBI.

As described under “Additional Document Provisions — The SUBI Trust Agreement — The SUBI, Other SUBIs and the UTI” and “— The SUBI,” each holder or pledgee of the UTI Certificate and any Other SUBI Certificate will be required to expressly disclaim any interest in the SUBI Assets and to fully subordinate any claims to the SUBI Assets in the event that disclaimer is not given effect. Although no assurances can be given, the Transferor believes that in the event of a bankruptcy of NMAC, the SUBI Assets would not be treated as part of NMAC’s bankruptcy estate and that, even if they were so treated, the subordination by holders and pledgees of the UTI, the UTI Certificate, Other SUBIs and Other SUBI Certificates should be enforceable. In addition, steps have been taken to structure the transactions contemplated hereby that are intended to make it unlikely that the voluntary or involuntary application for relief by NMAC under any insolvency laws will result in consolidation of the assets and liabilities of the Titling Trust, the UTI Beneficiary, the Transferor or the Issuer with those of NMAC. With respect to the UTI Beneficiary, these steps include its creation as a separate, special purpose Delaware statutory trust of which NMAC is the sole beneficiary, pursuant to a trust agreement containing certain limitations (including restrictions on the nature of its business and on its ability to commence a voluntary case or proceeding under any insolvency law). With respect to the Transferor, these steps include its creation as a separate, special purpose limited liability company of which NMAC is the sole equity member, pursuant to a limited liability agreement containing certain limitations, including the requirement that the Transferor must have at all times at least two independent directors, and restrictions on the nature of its businesses and operations and on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of the member and all directors, including each independent director.

However, delays in payments on the Notes and possible reductions in the amount of such payments could occur if:


	•	a court were to conclude that the assets and liabilities of the Titling Trust, the UTI Beneficiary, the Transferor or the Issuer should be consolidated with those of NMAC in the event of the application of applicable insolvency laws to NMAC,

	•	a filing were to be made under any insolvency law by or against the Titling Trust, the UTI Beneficiary, the Transferor or the Issuer, or

	•	an attempt were to be made to litigate any of the foregoing issues.

If a court were to conclude that the transfer of the SUBI Certificate from the UTI Beneficiary to the Transferor, or the transfer of the SUBI Certificate from the Transferor to the Issuer, was not a true sale, or that the UTI Beneficiary, the Transferor and the Issuer should be treated as the same entity as NMAC for bankruptcy purposes, any of the following could delay or prevent payments on the Notes:


	•	the automatic stay, which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the United States Bankruptcy Code that permit substitution of collateral in certain circumstances,


	•	certain tax or government liens on NMAC’s property (that arose prior to the transfer of a Lease to the Issuer) having a prior claim on collections before the collections are used to make payments on the Notes or

	•	the Issuer not having a perfected security interest in the Leased Vehicles or any cash collections held by NMAC at the time that NMAC becomes the subject of a bankruptcy proceeding.

In an insolvency proceeding of NMAC, (1) Repurchase Payments made by NMAC, as Servicer, in respect of certain Leases, (2) payments made by NMAC on certain insurance policies required to be obtained and maintained by lessees pursuant to the Leases, (3) unreimbursed advances made by NMAC, as Servicer, pursuant to the Servicing Agreement, and (4) payments made by NMAC to the Transferor may be recoverable by NMAC as debtor-in-possession or by a creditor or a trustee in bankruptcy of NMAC as a preferential transfer from NMAC if those payments were made within one year prior to the filing of a bankruptcy case in respect of NMAC. In addition, the insolvency of NMAC could result in the replacement of NMAC as Servicer, which could in turn result in a temporary interruption of payments on the Notes.

On the Closing Date, O’Melveny & Myers LLP, special insolvency counsel to the Transferor, will deliver an opinion based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts) to the effect that, subject to certain facts, assumptions and qualifications specified therein, under present reported decisional authority and applicable statutes to federal bankruptcy cases, if NMAC were to become a debtor in a case under the Bankruptcy Code, if properly litigated, a bankruptcy court properly applying current law after analyzing the facts would not disregard the corporation form of NMAC and the limited liability company form of the Transferor, or the separateness of NMAC from NILT Trust, the Titling Trust or the Trust so as to substantively consolidate the assets and liabilities of Transferor, the UTI Beneficiary, the Titling Trust, or the Issuer with the assets and liabilities of NMAC. Among other things, such opinion will assume that each of the Titling Trust (or the Titling Trustee when acting on its behalf), the UTI Beneficiary and the Transferor will follow certain procedures in the conduct of its affairs, including maintaining separate records and books of account from those of NMAC, not commingling its respective assets with those of NMAC, doing business in a separate office from NMAC and not holding itself out as having agreed to pay, or being liable for, the debts of NMAC. In addition, such opinion will assume that except as expressly provided by the Titling Trust Agreement and the Servicing Agreement (each of which contains terms and conditions consistent with those that would be arrived at on an arm’s length basis between unaffiliated entities in the belief of the parties thereto), NMAC generally will not guarantee the obligations of the Titling Trust, the UTI Beneficiary or the Transferor to third parties, and will not conduct the day-to-day business or activities of any thereof, other than in its capacity as Servicer acting under and in accordance with the Servicing Agreement or in its capacity as Administrative Agent under the Trust Administration Agreement. Each of NMAC, the Titling Trust, the UTI Beneficiary and the Transferor intends to follow and has represented that it will follow these and other procedures related to maintaining the separate identities and legal existences of each of the Titling Trust, the UTI Beneficiary and the Transferor. Such a legal opinion, however, will not be binding on any court.

If a case or proceeding under any insolvency law were to be commenced by or against any of NMAC, the Titling Trust, the UTI Beneficiary or the Transferor, and a court were to order the substantive consolidation of the assets and liabilities of any of such entities with those of NMAC or if an attempt were made to litigate any of the foregoing issues, delays in distributions on the SUBI Certificate (and possible reductions in the amount of such distributions) to the Issuer, and therefore to the Securityholders, could occur. In addition, the SUBI Trust Agreement provides that if the Transferor becomes bankrupt or insolvent or the Issuer is dissolved (which could occur as a result of the bankruptcy of the Transferor), the SUBI will be terminated and the SUBI Trust Agreement will terminate with respect to the SUBI. In each case, the Titling Trustee will be required to distribute the SUBI Assets to the holder of the related SUBI Certificates. Because the Issuer has pledged its rights in and to the SUBI Certificate to the Indenture Trustee, such distribution would be made to the Indenture Trustee, who would be responsible for retitling the Leased Vehicles. The cost of such retitling would reduce amounts payable from the SUBI Assets that are available for payments of interest on and principal of the Securities, and in such event, investors in the Notes could suffer a loss on their investment.

The UTI Beneficiary will treat its conveyance of the SUBI Certificate to the Transferor as an absolute sale, transfer and assignment of all of its interest therein for all purposes. However, if a case or proceeding under any insolvency law were commenced by or against the UTI Beneficiary, and the UTI Beneficiary as debtor-in-possession or a creditor, receiver or bankruptcy trustee of the UTI Beneficiary were to take the position that the sale, transfer and assignment of the SUBI Certificate by the UTI Beneficiary to the Transferor should instead be treated as a pledge of the SUBI Certificate to secure a borrowing by the UTI Beneficiary, delays in payments of proceeds of the SUBI Certificate to the Issuer, and therefore to the Securityholders, could occur or (should the court rule in favor of such position) reductions in the amount of such payments could result. On the Closing Date, O’Melveny & Myers LLP, special insolvency counsel to the Transferor, will deliver an opinion to the effect that, subject to certain facts, assumptions and qualifications specified therein, if the UTI Beneficiary were to become a debtor in a case under the Bankruptcy Code subsequent to the sale, transfer and assignment of the SUBI Certificate to the Transferor, the sale, transfer and assignment of the SUBI Certificate from the UTI Beneficiary to the Transferor would be characterized as an absolute sale, transfer and assignment, and the SUBI Certificate and the proceeds thereof would not be property of the UTI Beneficiary’s bankruptcy estate. As indicated above, however, such a legal opinion is not binding on any court.

As a precautionary measure, the Transferor will take the actions requisite to obtaining a security interest in the SUBI Certificate as against the UTI Beneficiary, which the Transferor will assign to the Issuer and the Issuer will assign to the Indenture Trustee. The Indenture Trustee will perfect its security interest in the SUBI Certificate, which will be a “certificated security” under the UCC, by possession. Accordingly, if the conveyance of the SUBI Certificate by the UTI Beneficiary to the Transferor were not respected as an absolute sale, transfer and assignment, the Transferor (and ultimately the Issuer and the Indenture Trustee as successors in interest) should be treated as a secured creditor of the UTI Beneficiary, although a case or proceeding under any insolvency law with respect to the UTI Beneficiary could result in delays or reductions in distributions on the SUBI Certificate as indicated above, notwithstanding such perfected security interest.

If the Servicer were to become subject to a case under the Bankruptcy Code, certain payments made within one year of the commencement of such case (including Advances and Repurchase Payments) may be recoverable by the Servicer as debtor-in-possession or by a creditor or a trustee-in- bankruptcy as a preferential transfer from the Servicer. See “Risk Factors — A transferor or servicer bankruptcy could delay or limit payments to you.”

Neither the UTI Beneficiary nor the Transferor is a party to any legal proceeding. NMAC and the Titling Trust are parties to, and are vigorously defending, numerous legal proceedings, all of which NMAC and the Titling Trust, as applicable, believe constitute ordinary routine litigation incidental to the business and activities conducted by NMAC and the Titling Trust. Some of the actions naming NMAC and/or the Titling Trust are or purport to be class action suits. In the opinion of management of NMAC, the amount of ultimate liability on pending claims and actions as of the date of this prospectus should not have a material adverse effect on its condition, financial or otherwise, or on the Titling Trust, the Titling Trust Assets or the SUBI. However, there can be no assurances in this regard.

The Leases are “chattel paper” as defined in the UCC. Pursuant to the Delaware UCC, a non-possessory security interest in or transfer of chattel paper in favor of the Transferor may be perfected by filing a UCC-1 financing statement with the appropriate state authorities in the jurisdiction of formation of the Transferor ( i.e., the Delaware Secretary of State) and assigned to the Issuer and thereafter to the Indenture Trustee. On or prior to the Closing Date, “protective” UCC-1 financing statements will be filed in Delaware to effect this perfection. The Indenture Trustee’s back-up security interest in the Leases could be subordinate to the interest

Various liens could be imposed upon all or part of the SUBI Assets (including the related Leased Vehicles) that, by operation of law, would take priority over the Indenture Trustee’s interest therein. Such liens could include:


	(1)	tax liens arising against the Transferor, NMAC, the Titling Trust, the UTI Beneficiary or the Issuer,

	(2)	mechanic’s, repairmen’s, garagemen’s and motor vehicle accident liens and certain liens for personal property taxes, in each case arising with respect to a particular Leased Vehicle allocated to the SUBI,

	(3)	liens arising under various state and federal criminal statutes and

	(4)	certain liens of the Pension Benefit Guaranty Corporation in respect of certain unfunded pension liabilities of NMAC, the Transferor and their affiliates.

Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the Issuer could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Transferor prior to any perfection of the transfer of the assets transferred by the Transferor to the Issuer pursuant to the Trust SUBI Certificate Transfer Agreement.

Although the Titling Trust will own the Leased Vehicles allocated to the SUBI and the Issuer will have a beneficial interest therein evidenced by the SUBI Certificate, the related lessees and their respective invitees will operate the Leased Vehicles. State laws differ as to whether anyone suffering injury to person or property involving a leased vehicle may bring an action against the owner of the vehicle merely by virtue of that ownership. To the extent that applicable state law permits such an action, the Titling Trust and the Titling Trust Assets may be subject to liability to such an injured party. However, the laws of many states either (i) do not permit these types of suits, or (ii) the lessor’s liability is capped at the amount of any liability insurance that the lessee was required to, but failed to, maintain (except for some states, such as New York, where liability is joint and several).

For example, under the California Vehicle Code, the owner of a motor vehicle subject to a lease is responsible for injuries to persons or property resulting from the negligent or wrongful operation of the leased vehicle by any person using the vehicle with the owner’s permission. The owner’s liability for personal injuries is limited to $15,000 per person and $30,000 in total per accident and the owner’s liability for property damage is limited to $5,000 per accident. However, recourse for any judgment arising out of the operation of the leased vehicle must first be had against the operator’s property if the operator is within the jurisdiction of the court.

In contrast to California and many other states, in New York, where the largest number of Leases was originated, the holder of title of a motor vehicle, including an Titling Trust as lessor, may be considered an “owner” and thus may be held jointly and severally liable with the lessee for the negligent use or operation of such motor vehicle. In New York, there does not appear to be a limit on an owner’s liability. In the context of the denial of a motion brought by the defendant to dismiss the case, the Supreme Court of New York ruled that a finance company acting as an agent for a Titling Trust may be considered an “owner” of a motor vehicle and thus subject to joint and several liability with the lessee for the negligent use or operation of the leased motor vehicle for the duration of a lease. As a result of the ruling in New York, losses could arise if lawsuits are brought against either the Titling Trust or NMAC, as agent of the Titling Trust, in connection with the negligent use or operation of any leased vehicles owned by the Titling Trust, including the Leased Vehicles allocated to the SUBI.

The Titling Trust’s insurance coverage is substantial and NMAC is a named insured under the Titling Trust’s applicable insurance policies. However, in the event that all applicable insurance coverage were to be exhausted (including the coverage provided by the Contingent and Excess Liability Insurance policies) and damages in respect of vicarious liability were to be assessed against the Titling Trust, claims could be imposed against the Titling Trust Assets, including the Leased Vehicles allocated to the SUBI, and in certain circumstances, with respect to a leased vehicle that is an Other SUBI Asset or a UTI Asset. If any of these claims were imposed against the Titling Trust Assets, investors in the Notes could incur a loss on their investment. See “— Back-up Security Interests.”

If a default by a lessee has not been cured within a certain period of time after notice, the Servicer will ordinarily retake possession of the related Leased Vehicle. Some jurisdictions limit the methods of vehicle recovery to judicial foreclosure or require that the lessee be notified of the default and be given a time period within which to cure the default prior to repossession. Other jurisdictions permit repossession without notice (although in some states a course of conduct in which the lessor has accepted late payments has been held to create a right of the lessee to receive prior notice), but only if the repossession can be accomplished peacefully. If a breach of the peace is unavoidable, the lessor must seek a writ of possession in a state court action or pursue other judicial action to repossess the Leased Vehicle.

After the Servicer has repossessed a Leased Vehicle, the Servicer may, to the extent required by applicable law, provide the lessee with a period of time within which to cure the default under the related Lease. If by the end of such period the default has not been cured, the Servicer will attempt to sell the Leased Vehicle. The net repossession proceeds therefrom may be less than the remaining amounts due under the Lease at the time of default by the lessee.

The Servicer will generally apply the proceeds of sale of a Leased Vehicle first to the expenses of resale and repossession and then to the satisfaction of the amounts due under the related Lease. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale of a Leased Vehicle do not cover the full amounts due under the related Lease, a deficiency judgment can be sought in those states that do not directly prohibit or limit such judgments. However, in some states, a lessee may be allowed an offsetting recovery for any amount not recovered at resale because the terms of the resale were not commercially reasonable. In any event, a deficiency judgment would be a personal judgment against the lessee for the shortfall, and a defaulting lessee would be expected to have little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment. Even if a deficiency judgment is obtained, it may be settled at a significant discount or may prove impossible to collect all or any portion of a judgment.

Courts have applied general equitable principles in litigation relating to repossession and deficiency balances. These equitable principles may have the effect of relieving a lessee from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of lessors violate the due process protection provided under the Fourteenth Amendment to the Constitution of the United States. Courts have generally found that repossession and resale by a lessor do not involve sufficient state action to afford constitutional protection to consumers.

Numerous federal and state consumer protection laws impose requirements upon lessors and servicers involved in consumer leasing. The federal Consumer Leasing Act of 1976 and Regulation M, issued by the


	(1)	the amount and type of all payments due at the time of origination of the lease,

	(2)	a description of the lessee’s liability at the end of the Lease Term,

	(3)	the amount of any periodic payments and manner of their calculation,

	(4)	the circumstances under which the lessee may terminate the lease prior to the end of the Lease Term,

	(5)	the capitalized cost of the vehicle and

	(6)	a warning regarding possible charges for early termination.

All states have adopted Article 2A of the UCC which provides protection to lessees through specified implied warranties and the right to cancel a lease relating to defective goods. Additionally, certain states such as California have enacted comprehensive vehicle leasing statutes that, among other things, regulate the disclosures to be made at the time a vehicle is leased. The various federal and state consumer protection laws would apply to the Titling Trust as owner or lessor of the Leases and may also apply to the Issuer as holder of the SUBI Certificate. The failure to comply with these consumer protection laws may give rise to liabilities on the part of the Servicer, the Titling Trust and the Titling Trustee, including liabilities for statutory damages and attorneys’ fees. In addition, claims by the Servicer, the Titling Trust and the Titling Trustee may be subject to set-off as a result of any noncompliance.

Many states have adopted laws (each, a “Lemon Law”) providing redress to consumers who purchase or lease a vehicle that remains out of conformance with its manufacturer’s warranty after a specified number of attempts to correct a problem or after a specific time period. Should any Leased Vehicle become subject to a Lemon Law, a lessee could compel the Titling Trust to terminate the related Lease and refund all or a portion of payments that previously have been paid with respect to that Lease. Although the Titling Trust may be able to assert a claim against the manufacturer of any such defective Leased Vehicle, there can be no assurance any such claim would be successful. To the extent a lessee is able to compel the Titling Trust to terminate the related Lease, the Lease will be deemed to be a Liquidated Lease and amounts received thereafter on or in respect of such Lease will constitute Liquidation Proceeds. As noted below, NMAC will represent and warrant to the Trustees as of the Cutoff Date that the Leases and Leased Vehicles comply with all applicable laws, including Lemon Laws, in all material respects. Nevertheless, there can be no assurance that one or more Leased Vehicles will not become subject to return (and the related Lease terminated) in the future under a Lemon Law.

The Servicemembers Civil Relief Act (the “Relief Act”) provides relief to obligors who enter active military service and to obligors in reserve status who are called to active duty after the origination of such obligors’ receivables. For example, the response of the United States to the terrorist attacks on September 11, 2001 (involving, among other things, both the immediate rescue efforts and the resulting military actions by the United States in Iraq) increased the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. Under the Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a retail installment sales contract for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. Although it is not clear that such act would apply to leases such as the leases allocated to the SUBI, the Issuer and the Servicer may make relief under the Relief Act available to lessees under the Leases allocated to the SUBI. Thus, if a Lease goes into default, there may be delays and losses occasioned by the inability to exercise the rights of the Titling Trust with respect to the Lease and the related Leased Vehicle in a timely fashion. If a lessee’s obligation to make payments is reduced, adjusted or extended, the Servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the Notes and the Certificates.

The Servicer will make representations and warranties in the Servicing Agreement that, as to each Lease and the related Leased Vehicle as of the relevant vehicle representation date, the Servicer has satisfied, or has directed the related Dealer to satisfy, the provisions of Servicing Agreement with respect to such Lease and the application for the related certificate of title. If any such representation and warranty proves to be incorrect with respect to any Lease, has certain material adverse effects and is not timely cured, the Servicer will be required under the Servicing Agreement to deposit an amount equal to the Repurchase Payment in respect of the Lease and the related Leased Vehicle into the SUBI Collection Account unless the breach is cured in all material respects. See “The Leases — Representations, Warranties and Covenants” for further information regarding the foregoing representations and warranties and the Servicer’s obligations with respect thereto.

In addition to laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including applicable insolvency laws, may interfere with or affect the ability of the Servicer to enforce the rights of the Titling Trust under the Leases. For example, if a lessee commences bankruptcy proceedings, the receipt of that lessee’s payments due under the related Lease is likely to be delayed. In addition, a lessee who commences bankruptcy proceedings might be able to assign the Lease to another party even though that Lease prohibits assignment.

The following is a general discussion of certain material federal income tax consequences of the purchase, ownership and disposition of the Notes. This discussion is based upon current provisions of the Code, existing and proposed Treasury regulations thereunder, current administrative rulings, judicial decisions and other applicable authorities in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion does not deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. In addition, this summary is generally limited to investors who will hold the Notes as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the Code.

Investors should consult their own tax advisors to determine the federal, state, local and other tax consequences of the purchase, ownership and disposition of the Notes. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions or challenge the conclusions reached herein. Moreover, there are no cases or IRS rulings on transactions similar to those described herein with respect to the Issuer involving debt issued by a trust with terms similar to those of the Notes. Prospective investors are urged to consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the Notes.

This summary does not purport to deal with all aspects of federal income taxation that may be relevant to holders of Notes in light of their personal investment circumstances nor, except for certain limited discussions of particular topics, to certain types of holders of Notes subject to special treatment under the federal income tax laws (e.g., financial institutions, broker-dealers, life insurance companies and tax-exempt organizations).

In the opinion of O’Melveny & Myers LLP, special tax counsel to the Transferor, subject to the assumptions and qualifications contained in such opinion, for federal income tax purposes under existing law: (i) the Notes will be treated as debt and (ii) the Issuer will not be classified as an association (or publicly traded partnership) taxable as a corporation. This opinion will be based on the assumption that, among other things, the Securities will be issued pursuant to the terms of the Basic Documents and that such terms will be complied with.

Stated interest on the Notes will be taxable as ordinary income for federal income tax purposes when received or accrued in accordance with a Note Owner’s method of tax accounting.

A Note will be treated as issued with original issue discount (“OID”) if the excess of its “stated redemption price at maturity” over its issue price equals or exceeds a de minimis amount equal to 1/4 of 1 percent of its stated redemption price at maturity multiplied by the number of complete years based on the anticipated weighted average life of the Note to its maturity. It is expected that the Notes will be issued with de minimis OID. Generally, the issue price of a Note should be the first price at which a substantial amount of the Notes included in the issue of which the Note is a part is sold to other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The stated redemption price at maturity of a Note is expected to equal the principal amount of the related note. Any amount not treated as OID because it is de minimis OID must be included in income (generally as gain from the sale of such note) as principal payments are received on the related Notes in the proportion that each such payment bears to the original principal amount of such note.

If the Notes were treated as issued with OID, a Note Owner would be required to include OID in income before the receipt of cash attributable to such income using the constant-yield method. The amount of OID includible in income is the sum of the daily portions of OID with respect to the related Note for each day during the taxable year or portion of the taxable year in which the Note Owner holds such note. The amount of OID includible in income by a Note Owner would be computed by allocating to each day during a taxable year a pro rata portion of the OID that accrued during the relevant Accrual Period.

Such OID would generally equal the product of the yield to maturity of the related Note (adjusted for the length of the Accrual Period) and its adjusted issue price at the beginning of the Accrual Period, reduced by any payments of “qualified stated interest.” Accrual Periods with respect to a Note may be any set of periods (which may be of varying lengths) selected by the Note Owner as long as (i) no Accrual Period is longer than one year and (ii) each scheduled payment of interest or principal on the Note occurs on either the final or first day of an Accrual Period.

The adjusted issue price of a Note will be the sum of its issue price plus prior accruals of OID, reduced by the total payments made with respect to such Note in all prior periods, other than “qualified stated interest payments.” Qualified stated interest payments are interest payments on the Notes that are unconditionally payable at least annually at a single fixed rate applied to the outstanding principal amount of the obligation.

The Notes, whether or not issued with OID, will be subject to the “market discount rules” of Section 1276 of the Code. In general, these rules provide that if the Note Owner purchases a Note at a market discount (that is, a discount from its stated redemption price at maturity (which is generally the stated principal amount) or if the related Notes were issued with OID, its original issue price (as adjusted for accrued original issue discount, that exceeds a de minimis amount specified in the Code)) and thereafter (a) recognizes gain upon a disposition, or (b) receives payments of principal, the lesser of (i) such gain or principal payment or (ii) the accrued market discount, will be taxed as ordinary interest income. Generally, the accrued market discount will be the total market discount on the related Note multiplied by a fraction, the numerator of which is the number of days the Note Owner held such Note and the denominator of which is the number of days from the date the Note Owner acquired such Note until its maturity date. The Note Owner may elect, however, to determine accrued market discount under the constant-yield method.

Limitations imposed by the Code which are intended to match deductions with the taxation of income may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a Note with accrued market discount. A Note Owner may elect to include market discount in gross income as it accrues and, if such Note Owner makes such an election, it is exempt from this rule. Any

A Note Owner may elect to include in gross income all interest that accrues on a Note using the constant-yield method described above under the heading “— Original Issue Discount,” with modifications described below. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium (described below under “— Amortizable Bond Premium”) or acquisition premium.

In applying the constant-yield method to a Note with respect to which this election has been made, the issue price of the Note will equal the electing Note Owner’s adjusted basis in the Note immediately after its acquisition, the issue date of the Note will be the date of its acquisition by the electing Note Owner, and no payments on the Note will be treated as payments of qualified stated interest. This election will generally apply only to the Note with respect to which it is made and may not be revoked without the consent of the IRS. Note Owners should consult with their own advisers as to the effect in their circumstances of making this election.

In general, if a Note Owner purchases a Note at a premium (that is, an amount in excess of the amount payable upon the maturity thereof), such Note Owner will be considered to have purchased such Note with “amortizable bond premium” equal to the amount of such excess. Such Note Owner may elect to amortize such bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant-yield method over the remaining term of the Note. Such Note Owner’s tax basis in the Note will be reduced by the amount of the amortized bond premium. Any such election shall apply to all debt instruments (other than instruments the interest on which is excludible from gross income) held by the Note Owner at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on a Note held by a Note Owner who does not elect to amortize the premium will decrease the gain or increase the loss otherwise recognized on the disposition of the Note.

An owner of a Note, which has a fixed maturity date not more than one year from the issue date, will generally not be required to include OID income on the Note as it accrues. However, the foregoing rule may not apply if such owner holds the instrument as part of a hedging transaction, or as a stripped bond or stripped coupon or if the holder is:


	•	an accrual method taxpayer,

	•	a bank,

	•	a broker or dealer that holds the Note as inventory,

	•	a regulated investment company or common trust fund or

	•	the beneficial owner of specified pass-through entities specified in the Code.

An owner of a Note who is not required to include OID income on the Note as it accrues will instead include the OID accrued on the Note in gross income as principal is paid thereon, at maturity and upon a sale or exchange of the Note. Such owner would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the Note to the extent it exceeds the sum of any interest income and OID accrued on such Note. However, the owner may elect to include OID in income as it accrues on all

A Note Owner’s adjusted tax basis in a Note will be its cost, increased by the amount of any OID, market discount, acquisition discount and gain previously included in income with respect to the Note, and reduced by the amount of any payments on the Note that is not qualified stated interest and the amount of bond premium previously amortized with respect to the Note. A Note Owner will generally recognize gain or loss on the sale or retirement of a Note equal to the difference between the amount realized on the sale or retirement and the tax basis of the Note. Such gain or loss will be capital gain or loss (except to the extent attributable to accrued but unpaid interest or as described under “— Market Discount”) and will be long-term capital gain or loss if their Note was held for more than one year.

The Indenture Trustee will be required to report annually to the IRS, and to each Note Owner, the amount of interest paid on the Notes (and the amount withheld for federal income taxes, if any) for each calendar year, except as to exempt recipients (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status). Each Note Owner (other than Note Owners who are not subject to the reporting requirements) will be required to provide, under penalty of perjury, a certificate containing the Note Owner’s name, address, correct federal taxpayer identification number (which includes a social security number) and a statement that the Note Owner is not subject to backup withholding. Should a non-exempt Note Owner fail to provide the required certification or should the IRS notify the Indenture Trustee or the Issuer that the Note Owner has provided an incorrect federal taxpayer identification number or is otherwise subject to backup withholding, the Indenture Trustee will be required to withhold (or cause to be withheld) on the interest otherwise payable to the Note Owner, and remit the withheld amounts to the IRS as a credit against the Note Owner’s federal income tax liability.

The following information describes the United States federal income tax treatment of investors that are not U.S. persons (each, a “Foreign Person”). The term “Foreign Person” means any Note Owner other than (i) a citizen or resident of the United States, (ii) a corporation or partnership (including an entity treated as a corporation or a partnership for federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof (unless in the case of an entity treated as a partnership Treasury regulations are adopted that provide otherwise), (iii) an estate whose income is subject to United States federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) such trust is eligible to and has elected to be treated as a domestic trust pursuant to the Code, despite not meeting the requirements described in (a). Interest paid or accrued to a Foreign Person that is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person, will generally be considered “portfolio interest” and generally will not be subject to United States federal income tax and withholding tax, as long as the Foreign Person (i) is not actually or constructively a “10 percent shareholder” of the Issuer or NMAC, or a “controlled foreign corporation” with respect to which the Issuer or NMAC is a “related person” within the meaning of the Code, and (ii) provides an appropriate statement, signed under penalty of perjury, certifying that the Note Owner is a Foreign Person and providing that Foreign Person’s name and address. The statement may be made on a Form W-8BEN or substantially similar substitute form, and the Foreign Person must inform the withholding agent of any change in the information on the statement within 30 days of the change. If a certificate is held through a securities clearing organization or certain other financial institutions,

Any capital gain realized on the sale or other taxable disposition of a Note by a Foreign Person will be exempt from United States federal income and withholding tax provided that (i) the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person, and (ii) in the case of an individual Foreign Person, the Foreign Person is not present in the United States for 183 days or more in the taxable year and certain other requirements are met.

If the interest, gain or income on a Note held by a Foreign Person is effectively connected with the conduct of a trade or business in the United States by the Foreign Person, the Note Owner (although exempt from the withholding tax previously discussed if a duly executed Form W-8ECI is furnished) generally will be subject to United States federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if the Foreign Person is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate under an applicable tax treaty.

THE FEDERAL TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATION ONLY, AND MAY NOT BE APPLICABLE DEPENDING UPON A NOTE OWNER’S PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Code prohibit a pension, profit-sharing or other employee benefit plan, as well as individual retirement accounts and some types of Keogh Plans (each a “Plan”), from engaging in transactions involving “plan assets” with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code (collectively, “Parties in Interest”) with respect to that Plan, which restrictions could affect purchases of the Notes by or on behalf of Plans. Certain employee benefit plans, such as governmental plans and church plans (if no election has been made under Section 410(d) of the Code), are not subject to the requirements of ERISA or Section 4975 of the Code and assets of such plans may be invested in Notes without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state laws, including, for any such government or church plan qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code, the prohibited transaction rules set forth in Section 503 of the Code.

Investments by Plans covered by Title I of ERISA are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification, requirements respecting delegation of investment authority and the requirement that a Plan’s investment be made in accordance with the documents governing the Plan.

Certain transactions involving the Issuer might be deemed to constitute or give rise to prohibited transactions under ERISA and Section 4975 of the Code if assets of the Issuer were deemed to be assets of a Plan. Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation”), the assets of the Issuer would be treated as “plan assets” of a Plan for purposes of ERISA and Section 4975 of the Code only if the Plan acquires an “equity interest” in the Issuer and none of the exceptions contained in the Plan Assets Regulation is applicable. An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. The Transferor believes that the Notes should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation. However, without regard to whether the Notes are treated as an equity interest for such purposes, the acquisition or holding of Notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if the Issuer, the Titling Trustee, the Owner Trustee, the Indenture Trustee, any certificateholder or any of their respective affiliates, is or becomes a Party in Interest with respect to such Plan. In such case, certain exemptions from the prohibited transaction rules could be applicable, depending on the identity of the Plan fiduciary making the decision to acquire a Note and the circumstances of the transaction. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 90-1, which exempts certain transactions involving insurance company pooled separate accounts, PTCE 95-60, which exempts certain transactions involving insurance company general accounts, PTCE 91-38, which exempts certain transactions involving bank collective investment funds, PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager” and PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager.” Insurance company general accounts should also discuss with their legal counsel the availability of exemptive relief under Section 401(c) of ERISA. A purchaser of Notes should be aware, however, that even if the conditions specified in one or more exemptions are met, the scope of the relief provided by the applicable exemption or exemptions might not cover all acts that might be construed as prohibited transactions.

A Plan fiduciary considering the purchase of Notes should consult its tax and/or legal advisors regarding whether the assets of the Issuer would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

Each purchaser or transferee of a note, by its acceptance of such note, will be deemed to have represented that (a) such transferee is not, and will not acquire the Note on behalf or with the assets of, any “employee benefit plan” as defined in Section 3(3) of ERISA or any other “plan” as defined in Section 4975(e)(1) of the Code, or (b) the acquisition and holding of the Class A Note are eligible for the exemptive relief available under PTCE 84-14, PTCE 90-01, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption.

The Securities will be issued only if the Class A-1 Notes are rated in the highest short-term rating category, the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes are rated in the highest long-term category. The ratings of the Notes will be based primarily upon the value of the Leases and the Leased Vehicles, the Reserve Account, the Certificates and the terms of the Securities. There can be no assurance that any such rating will not be lowered or withdrawn by the assigning Rating Agency if, in its judgment, circumstances so warrant. If a rating with respect to any class of Notes is qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to the Notes or any other Securities that have been rated.

The rating of the Notes should be evaluated independently from similar ratings on other types of Securities. A rating is not a recommendation to buy, sell or hold the Notes, inasmuch as such rating does not comment as to market price or suitability for a particular investor. The rating of the Notes address the likelihood of the payments on the Notes pursuant to their terms.

There can be no assurance as to whether any rating agency other than the assigning Rating Agency will rate the Notes or, if one does, what rating will be assigned by such other rating agency. A rating on the Notes

Certain legal matters relating to the Notes will be passed upon for NMAC, the Transferor and the Issuer by Joy Crose, Esq., General Counsel to NMAC. Certain other legal matters with respect to the Notes, including federal income tax matters, will be passed upon for the Transferor by O’Melveny & Myers LLP, Los Angeles, California and New York, New York. Richards, Layton & Finger P.A., Wilmington, Delaware, will act as special Delaware counsel to the Transferor. Orrick, Herrington & Sutcliffe LLP, New York, New York, will act as counsel for the Underwriters.

Subject to the terms and conditions set forth in an Underwriting Agreement (the “Underwriting Agreement”), the Transferor has agreed to sell to each of the Underwriters named below (collectively, the “Underwriters”), and each of the Underwriters has severally agreed to purchase, the principal amount of Notes set forth opposite its name below:

In the Underwriting Agreement, the Underwriters have agreed, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Notes if any of the Notes are purchased. This obligation of the Underwriters is subject to specified conditions precedent set forth in the Underwriting Agreement. The Transferor has been advised by the Underwriters that they propose initially to offer the Notes to the public at the prices set forth on the cover of this prospectus, and to specified dealers at that price less the initial concession not in excess of % of the principal amount of the Notes per Class A-1 Note, % per Class A-2 Note, % per Class A-3a Note, and % per Class A-3b Note. The Underwriters may allow, and those dealers may reallow, a concession not in excess of % per Class A-1 Note, % per Class A-2 Note, % per Class A-3a Note, and % per Class A-3b Note to some other dealers. After the initial public offering of the Notes, the public offering price and those concessions may be changed.

The Transferor and NMAC have agreed to indemnify the Underwriters against specified liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the Underwriters may be required to make in respect thereof. However, in the opinion of the SEC, certain indemnification provisions for liability arising under the federal securities laws are contrary to public policy and therefore unenforceable. In the ordinary course of their respective businesses, the Underwriters and their respective affiliates have engaged and may engage in investment banking and/or commercial banking transactions with Nissan and its affiliates.

The Notes are new issues of securities with no established trading markets. The Transferor has been advised by the Underwriters that they intend to make a market in the Notes of each class, in each case as permitted by applicable laws and regulations. The Underwriters are not obligated, however, to make a market in the Notes of any class, and that market-making may be discontinued at any time without notice at the sole discretion of the Underwriters. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes of any class.

The Issuer may, from time to time, invest funds in the Accounts in Eligible Investments acquired from the Underwriters.

NMAC or its affiliates may apply all or any portion of the net proceeds of the sale of the SUBI Certificate to the Transferor to the repayment of debt, including “warehouse” debt secured by leases and/or to repurchase leases sold into a receivables purchase facility. One or more of the Underwriters (or (a) their respective affiliates or (b) entities for which their respective affiliates act as administrative agent and/or provide liquidity lines) may have acted as a “warehouse” lender or purchaser to NMAC or its affiliates, and may receive a portion of such proceeds as repayment of such “warehouse” debt or as repurchase proceeds.

The Underwriters have advised the Transferor that in connection with the offering of the Notes, the Underwriters may engage in overallotment transactions, stabilizing transactions or syndicate covering transactions in accordance with Regulation M under the Securities and Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which creates a short position for the Underwriters. Stabilizing transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Overallotment, stabilizing transactions and syndicate covering transactions may cause the price of the Notes to be higher than it would otherwise be in the absence of those transactions. Neither the Transferor nor the Underwriters makes any representation or prediction as to the direction or magnitude of any of that effect on the prices for the Notes. Neither the Transferor nor the Underwriters represent that the Underwriters will engage in any such transactions. If the Underwriters engage in such transactions, they may discontinue them at any time. Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, generally requires trades in the secondary market to settle in three Business Days, unless the parties to such trade expressly agree otherwise. Because delivery of Notes to purchasers hereunder will settle more than three Business Days after the date hereof, purchasers hereunder who wish to trade notes in the secondary market on the date hereof will be required to specify an alternative settlement cycle with their secondary purchasers to prevent a failed settlement of the secondary purchase. Purchasers hereunder who wish to make such secondary trades on the date hereof should consult their own advisors.

Each Underwriter will represent that (i) it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Transferor.

The Transferor, Nissan-Infiniti LT, NILT Trust, and the Issuer have filed with the SEC a Registration Statement under the Securities Act of 1933, as amended, with respect to the Notes being offered in this prospectus. This prospectus does not contain all of the information in the Registration Statement. The Registration Statement is available for inspection and copying at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. NMAC, on behalf of the Issuer, will file or cause to be filed with the SEC periodic reports required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

Set forth below is a list of certain of the more important capitalized terms used in this prospectus and the pages on which the definitions of such terms may be found.

Except in specified circumstances, the globally offered Notes (the “Global Securities”) will be available only in book-entry form. Investors in the Global Securities may hold those Global Securities through DTC, Clearstream Banking Luxembourg or Euroclear. The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Securities through Clearstream Banking Luxembourg and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., three calendar day settlement).

Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedure applicable to U.S. corporate debt obligations and prior asset-backed securities issues.

Secondary cross-market trading between Clearstream Banking Luxembourg or Euroclear and DTC Participants holding securities will be effected on a delivery-against-payment basis through the depositaries of Clearstream Banking Luxembourg and Euroclear (in that capacity) and as DTC Participants.

Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless those holders meet specified requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream Banking Luxembourg and Euroclear will hold positions on behalf of their participants through their depositaries, which in turn will hold those positions in accounts as DTC Participants.

Investors electing to hold their Global Securities through DTC will follow DTC settlement practice. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through Clearstream Banking Luxembourg or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Securities will be credited to securities custody accounts on the settlement date against payment in same-day funds.

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading between DTC Participants will be settled using the procedures applicable to prior asset-backed securities issues in same-day funds.

Trading between Clearstream Banking Luxembourg and/or Euroclear Participants. Secondary market trading between Clearstream Banking Luxembourg Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC Seller and Clearstream Banking Luxembourg or Euroclear Participants. When Global Securities are to be transferred from the account of a DTC Participant to the account of a Clearstream Banking Luxembourg Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream Banking Luxembourg or Euroclear through a Clearstream Banking Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. Clearstream Banking Luxembourg or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in that accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the respective Depositary to the DTC Participant’s account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream Banking Luxembourg or Euroclear cash debt will be valued instead as of the actual settlement date.

Clearstream Banking Luxembourg Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream Banking Luxembourg or Euroclear. Under this approach, they may take on credit exposure to Clearstream Banking Luxembourg or Euroclear until the Global Securities are credited to their accounts one day later.

As an alternative, if Clearstream Banking Luxembourg or Euroclear has extended a line of credit to them, Clearstream Banking Luxembourg Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Banking Luxembourg Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they clear the overdraft when the Global Securities are credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on each Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Securities to the respective European Depositary for the benefit of Clearstream Banking Luxembourg Participants or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading between Clearstream Banking Luxembourg or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, Clearstream Banking Luxembourg Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Clearstream Banking Luxembourg or Euroclear through a Clearstream Banking Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream Banking Luxembourg or Euroclear will instruct the Relevant Depositary, as appropriate, to deliver the Global Securities to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment to and excluding the settlement date on the basis of the actual number of days in that accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream Banking Luxembourg Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the

Finally, day traders that use Clearstream Banking Luxembourg or Euroclear and that purchase Global Securities from DTC Participants for delivery to Clearstream Banking Luxembourg Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:


	(1)	borrowing through Clearstream Banking Luxembourg or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream Banking Luxembourg or Euroclear accounts) in accordance with the clearing system’s customary procedures;

	(2)	borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream Banking Luxembourg or Euroclear account in order to settle the sale side of the trade; or

	(3)	staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Banking Luxembourg Participant or Euroclear Participant.

A beneficial owner of Global Securities holding securities through Clearstream Banking Luxembourg or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. persons, unless (1) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between that beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (2) that beneficial owner takes appropriate steps to obtain an exemption or reduced tax rate. See “Certain Material Federal Income Tax Consequences” in the prospectus.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. Any representation to the contrary is a criminal offense.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.

Section 18-108 of the Limited Liability Company Act of Delaware (the “Act”) empowers a limited liability company, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The Limited Liability Company Agreement (the “Agreement”) of Nissan Auto Leasing LLC II (the “Company”) provides:

Subject to the following sentences, the Company shall have the authority, to the maximum extent permitted by the Act and other applicable law, and hereby does indemnify each of its Managers, Officers, employees and agents to the fullest extent permissible under Delaware law and this Agreement. Subject to the preceding and following sentences, the Company shall indemnify its Officers and Managers against expenses, judgment, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an Officer or Manager of the Company, and shall advance to such Officer or Manager expenses incurred in defending any such proceeding to the maximum extent permitted by law. Notwithstanding the foregoing, if the Company has outstanding any securities, the Company’s obligations to pay any amount as indemnification or as an advance of expenses (other than amounts received from insurance policies) shall be fully subordinated to payment of amounts then due on the securities and, in any case, (i) nonrecourse to any of the Company’s assets pledged to secure such securities, and (ii) shall not constitute a claim against the Company to the extent that funds are insufficient to pay such amounts. For purposes of this section, an “Officer” or “Manager” of the Company shall mean any person who is an Officer or Manager of the Company, or is serving at the request of the Company as a director or officer of another corporation or other enterprise.

(a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State.

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to § 3806(b)(7) of this title, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(a) Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.

(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this State.

The Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT (as used in this paragraph, the “Agreement”) provides that the trustee and the trust agent for Nissan-Infiniti LT shall be indemnified and held harmless out of and to the extent of the trust assets with respect to any loss incurred by the trustee arising out of or incurred in connection with (i) any trust assets (including any loss relating to leases, leased vehicles, consumer fraud, consumer leasing act violations, misrepresentations, deceptive and unfair trade practices and any other loss arising in connection with any lease, personal injury or property damage claims arising with respect to any leased vehicle or any loss with respect to any tax arising with respect to any trust asset), or (ii) the acceptance or performance by the trustee of the trusts and duties contained in the Agreement and any other trust document, with any allocation of such indemnification among the trust assets to be made as provided for in the Agreement or in a supplement; provided however, that the trustee shall not be indemnified or held harmless out of the trust assets as to any such loss (a) for which the servicer shall be liable pursuant to the Agreement or any supplement, (b) incurred by reason of such trustee’s or such trust agent’s willful misconduct, bad faith or negligence, or (c) incurred by reason of the trustee’s willful misconduct, bad faith or negligence, or (d) incurred by reason of the trustee’s breach of the Agreement, or its representations and warranties pursuant to any servicing agreement.

The Amended and Restated Trust Agreement for NILT Trust (as used in this paragraph, the “Agreement”) provides that the trustee and its agents will be indemnified and held harmless against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of their acceptance or administration of the trust and duties under the Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Agreement.

The Amended and Restated Trust Agreement for Nissan Auto Lease Trust 2004-A (as used in this paragraph, the “Agreement”) shall provide that the owner trustee, the registrar and any paying agent of the Nissan Auto Lease Trust 2004-A (collectively the “Indemnified Parties”) shall not be liable for any obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements, including reasonable legal fees and expenses (collectively the “Claims”) that may at any time be imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of the owner trust estate, the Basic Documents (as that term is defined in the Agreement), the administration of the owner trust estate or the action or inaction of the owner trustee, provided, however, that the Indemnified Parties shall be liable for any expenses resulting from any income taxes on any fees payable to any Indemnified Party for any willful misconduct, bad faith or negligence on the part of the owner trustee or in the case of the inaccuracy of any representation or warranty of the owner trustee.

1. (a) Securities Sold. On November 21, 2002, Nissan Auto Lease Trust 2002-A issued $1,086,440,000 of asset-backed notes (the “Notes”).

(b) Underwriters and Other Purchasers. The securities were purchased by the following underwriters: Merrill Lynch & Co., ABN AMRO Incorporated, JP Morgan, Morgan Stanley, Salomon Smith Barney, SG Cowen, and The Williams Capital Group, L.P. The Notes were subsequently resold by the underwriters to “Qualified Institutional Buyers,” as defined in Rule 144A under the Securities Act of 1933.

(c) Consideration. The aggregate offering price for the Class A-1, Class A-2, Class A-3a and Class A-3b Notes was $1,086,440,000. The aggregate underwriting discount for the Class A-1, Class A-2, Class A-3a and Class A-3b Notes, calculated as the difference between the aggregate offering price and the aggregate purchase price for the underwriters, was $2,733,801.10.

(d) Exemption from registration claim. The Notes were eligible for purchase pursuant to Rule 144A under the Securities Act of 1933. The Notes were offered by the underwriters (the “Initial Purchasers”) only to “Qualified Institutional Buyers” (as that term is defined in Rule 144A) to whom the offering circular has been furnished.

2. (a) Securities Sold. On November 15, 2001, Nissan Auto Lease Trust 2001-A issued $1,100,054,000 of asset-backed notes (the “Notes”).

(b) Underwriters and Other Purchasers. The securities were purchased by the following underwriters: Merrill Lynch & Co., ABN AMRO Incorporated, JP Morgan, Salomon Smith Barney, SG Cowen, and The Williams Capital Group, L.P. The Notes were subsequently resold by the underwriters to “Qualified Institutional Buyers,” as defined in Rule 144A under the Securities Act of 1933.

(c) Consideration. The aggregate offering price for the Class A-1, Class A-2, Class A-3 and Class A-4 Notes was $1,100,054,000. The aggregate underwriting discount for the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, calculated as the difference between the aggregate offering price and the aggregate purchase price for the underwriters, was $3,058,356.58.

(a) To provide to the Underwriters at the closing date specified in the underwriting agreements certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities At of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or

(d) For the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

(f) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Pursuant to the requirements of the Securities Act of 1933, the registrant, Nissan Auto Leasing LLC II, duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on August 13, 2004.

Know all men by these presents, that each person whose signature appears below constitutes and appoints Jin W. Kim as his or her true and lawful attorney-in-fact and agent, with full powers of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this Registration Statement, with the Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, the registrant Nissan Auto Lease Trust 2004-A has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on August 13, 2004.


	By:	Nissan Auto Leasing LLC II, solely as originator of Nissan Auto Lease Trust 2004-A

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, the registrant NILT Trust certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on August 13, 2004.

Know all men by these presents, that each person whose signature appears below constitutes and appoints Jin W. Kim as his or her true and lawful attorney-in-fact and agent, with full powers and substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this Registration Statement, with the Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, the registrant Nissan-Infiniti LT certifies that it has duly caused this the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on August 13, 2004.

Know all men by these presents, that each person whose signature appears below constitutes and appoints Jin W. Kim as his or her true and lawful attorney-in-fact and agent, with full powers and substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this Registration Statement, with the Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


*	To be filed by amendment.

EX-3.1 2 a01146exv3w1.txt CERTIFICATE OF FORMATION OF NISSAN AUTO LEASING LLC II EXHIBIT 3.1 CERTIFICATE OF FORMATION OF NISSAN AUTO LEASING LLC II This Certificate of Formation of Nissan Auto Leasing LLC II (the "LLC"), dated as of October 24, 2001, is being duly executed and filed by Tammy Wong-Massey, an individual, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et seq.). FIRST. The name of the limited liability company formed hereby is Nissan Auto Leasing LLC II. SECOND. The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written. /s/ Tammy Wong Massey ----------------------------- Tammy Wong Massey Authorized Person EX-3.2 3 a01146exv3w2.txt LIMITED LIABILITY COMPANY AGREEMENT EXHIBIT 3.2 LIMITED LIABILITY COMPANY AGREEMENT OF NISSAN AUTO LEASING LLC II This Limited Liability Company Agreement of Nissan Auto Leasing LLC II, a Delaware limited liability company (the "Company"), dated as of October 29, 2001, is entered into by Nissan Motor Acceptance Corporation, a California corporation, as the sole member ("NMAC" or the "Member"), and H. Edward Matveld and Cheryl A. Lawrence, as the Independent Managers. WHEREAS, the Member desires to form a limited liability company under and pursuant to Delaware's Limited Liability Company Act (6 Del. C. Section 18-101 et seq.) for the purposes set forth in this Agreement by causing a Certificate of Formation of the Company to be filed with the office of the Secretary of State of the State of Delaware and by entering into this Agreement; NOW, THEREFORE, in consideration of the agreements and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NMAC, intending to be legally bound, agrees to form the Company in accordance with the Act and subject to the terms and provisions of this Agreement. ARTICLE ONE DEFINITIONS Section 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) "Act" means the Delaware Limited Liability Company Act, as codified in Title 6 of the Delaware Code Sections 18-101 et seq., as amended from time to time. (b) "Administrative Agent" shall have the meaning set forth in Section 3.02. (c) "Agreement" means this Limited Liability Company Agreement of the Company, as amended from time to time. (d) "Bankruptcy" means, with respect to any Person, if (A) such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B)(i) 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or (ii) within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of "Bankruptcy" is intended to replace and shall supersede and replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the Act. (e) "Board" shall have the meaning set forth in Section 7.01. (f) "Capital Accounts" shall have the meaning set forth in Section 10.01. (g) "Capital Contributions" means the amount of all cash, money, and notes payable on demand and the agreed upon value of other property or services contributed by the Member to the Company. (h) "Certificate of Formation" means the Certificate of Formation of the Company, including any restatements thereof or amendments thereto, which are filed with the Secretary of State. (i) "Certificates" shall have the meaning set forth in Section 3.02. (j) "Code" means the Internal Revenue Code of 1986. (k) "Collateral" shall have the meaning set forth in Section 3.02. (l) "Company" means Nissan Auto Leasing LLC II, a Delaware limited liability company. (m) "Covered Person" shall have the meaning set forth in Section 11.03. (n) "Fiscal Year" means the taxable year of the Member. (o) "Indemnified Persons" shall have the meaning set forth in Section 11.01(b). (p) "Independent Manager" shall have the meaning set forth in Section 7.16. (q) "Managers" means such persons or entities that may be designated from time to time by the Member as managers of the Company to perform such functions for the Company as may be determined from time to time by the Member and for such term as shall be determined by the Member. A Manager shall be deemed to be a "manager" of the Company within the meaning of the Act. (r) "Member" means each Person who (i) is an initial signatory to this Agreement, or (ii) has been admitted to the Company as a Member in accordance with this Agreement or is an 2 assignee who has become a Member in accordance with this Agreement and (iii) has not ceased to be a Member pursuant to this Agreement or the Act. (s) "NMAC" means Nissan Motor Acceptance Corporation, a California corporation. (t) "Notes" shall have the meaning set forth in Section 3.02. (u) "Officers" means such persons or entities that may be designated from time to time by the Board as officers of the Company to perform such functions for the Company as may be determined from time to time by the Board and for such term as shall be determined by the Board pursuant to Article 8 of this Agreement. (v) "Person" shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group deemed to be a person pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. (w) "Pooling Agreements" shall have the meaning set forth in Section 3.02. (x) "Profits" and "Losses" mean the Company's taxable income or loss for each Fiscal Year (or other period) determined in accordance with the accounting methods followed by the Company for federal income tax purposes, except that any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss. (y) "Purchase Agreement" shall have the meaning set forth in the Section 3.02. (z) "Rating Agency" shall have the meaning set forth in Section 5.04. (aa) "Receivables" shall have the meaning set forth in Section 3.02. (bb) "Secretary of State" means the Secretary of State of the State of Delaware. (cc) "Securities" shall have the meaning set forth in Section 3.02. (dd) "Special Member" shall have the meaning set forth in Section 13.06. (ee) "SUBIs" shall have the meaning set forth in Section 3.02. (ff) "Substitute Member" shall have the meaning set forth in Section 13.06. (gg) "Trusts" shall have the meaning set forth in Section 3.02. (hh) "Trustee" shall have the meaning set forth in Section 3.02. Section 1.02 Other Definitional Provisions. (a) 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 this Agreement include all Exhibits 3 hereto, (iii) references to words such as "herein" and "hereof" shall refer to this Agreement as a whole and not to any particular part, Article or Section hereof, (iv) 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, (v) the term "include" and all variations thereof shall mean "include without limitation", and (vi) the term "or" shall include "and/or." (b) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles in effect from time to time. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under such generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control. (c) Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented or otherwise modified from time to time. Any reference in this Agreement to any law, statute, regulation, rule or other legislative action shall mean such law, statute, regulation, rule or other legislative action (and any successor thereto) as amended, supplemented or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the permitted successors or assignees of such Person. ARTICLE TWO ORGANIZATION OF COMPANY Section 2.01 Formation. The Member hereby forms a limited liability company pursuant to the provisions of the Act and this Agreement, and agrees that the rights, duties and liabilities of the Member, Managers and Officers shall be as provided in the Act, except as otherwise provided in this Agreement. Pursuant to Section 18-201 of the Act, this Agreement shall become effective as of the date specified in the first paragraph hereof. Section 2.02 Name and Office. The name of the Company shall be NISSAN AUTO LEASING LLC II, and its registered office in Delaware shall be c/o The Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other place as the Board may determine from time to time. Section 2.03 Service of Process. The name and address of the Company's initial registered agent for service of process are: The Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 2.04 Execution, Delivery and Filing of Certificate. Tammy Wong-Massey, as an "authorized person" within the meaning of the Act, executed, delivered and filed the 4 Certificate of Formation with the Secretary of State on October 24, 2001 (such filing being hereby ratified and confirmed). ARTICLE THREE PURPOSES Section 3.01 Purposes. Subject to Section 3.02 below, the purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act. Section 3.02 Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the "Receivables"); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, "SUBIs"), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the "Collateral"); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the "Trusts") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the "Pooling Agreements") to be entered into by, among others, the Company, the trustee or other representative named therein (the "Trustee") and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates or other securities (collectively, the "Certificates") issued by the Trusts under the related Pooling Agreements; (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the "Notes" and together with the Certificates, the "Securities"); (viii) sell and issue Securities secured by the 5 SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the "Purchase Agreements"); (ix) hold and enjoy all of the rights and privileges of any Securities, including any class of Securities that may be subordinate to any other class of Securities; (x) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company's interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agency, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior notice and copies of the related instruments and agreements are provided to such Rating Agency. The Company, and the Member, or any Manager or Officer on behalf of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the "Trust"); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company, and certain affiliates of Merrill Lynch, Pierce Fenner & Smith Incorporated (collectively, the "Purchase Agreements"); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing 6 authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company. Section 3.03 Power and Authority. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to accomplish or for the furtherance of the purposes set forth in this Article. ARTICLE FOUR INTERNAL AFFAIRS Section 4.01 Internal Affairs. The Company shall insure at all times that (a) it maintains separate records and books of account from those of NMAC, and (b) except as permitted by contract between the Company and NMAC with respect to deposits in certain accounts of collections of receivables of NMAC's that were not sold to the Company pursuant to an agreement between them, which will be promptly remitted to the owner thereof, none of the Company's assets will be commingled with those of NMAC or any of its affiliates. ARTICLE FIVE BANKRUPTCY OR INSOLVENCY RELATED PROVISIONS Section 5.01 Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not engage in any business or activity other than as set forth in this Agreement. Section 5.02 Unanimous Vote Required. Notwithstanding any other provision of this Agreement and notwithstanding any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person acting on behalf of the Company, the Company, the Member, the Board, any Officer or any other Person acting on behalf of the Company shall not be authorized or empowered, nor shall they permit the Company, without the prior affirmative vote of 100% of the Managers of the Company, including all of the Independent Managers, to do any of the following: (a) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets, or acquire all or substantially all of the assets, capital stock or other ownership interest of any other corporation, company or entity, except in accordance with the terms of Article Three herein, on which there shall be no restriction; or (b) (i) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (ii) file, consent to the filing of or join in the filing of, a bankruptcy or insolvency petition against the Company or otherwise institute bankruptcy or insolvency proceedings; (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency; (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official as to the Company or all or substantially all of its property; or (v) make a general assignment for the benefit of creditors. 7 Section 5.03 Waiver of Right to Reject Executory Contract. To the extent that this Agreement or any provision hereof is deemed by any court to be an executory contract, the Member hereby waives, to the fullest extent permissible by law, any right to reject any term of this Agreement in any bankruptcy proceeding. Section 5.04 Amendment of Bankruptcy Related Provisions. None of the provisions of this Article shall be amended, altered or repealed without the written consent of 100% of the Board, including the Independent Managers, and notice to each nationally recognized statistical rating organization which has been requested by the Company or its affiliates to rate one or more outstanding classes of Securities issued by the Company or its affiliates or by a Trust, and which is then rating such class or classes of securities (each a "Rating Agency"). Section 5.05 Restriction on Merger or Consolidation. Notwithstanding the provisions of Section 5.02, the Company shall not take any of the actions described in Section 5.02(a) without prior written notice to each Rating Agency. ARTICLE SIX CAPITAL CONTRIBUTIONS; BORROWINGS Section 6.01 Admission and Initial Contributions of Member. NMAC shall be admitted as a member of the Company at the time it executes this Agreement or a counterpart signature page to this Agreement. The Member shall make the Capital Contribution set forth next to its name in Exhibit A upon the formation of the Company. No interest shall be paid to NMAC based on any Capital Contribution made to the Company. Section 6.02 Additional Contributions. The Member is not required to make any additional capital contributions to the Company. The provisions of this Agreement, including this Section, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and to the fullest extent permitted by law, no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement. Section 6.03 Withdrawals or Transfers. The Member shall not be entitled to withdraw from the Company without the consent of the Board or as otherwise provided in this Agreement. In the event of the Member's withdrawal from the Company or transfer of all of its limited liability company interest in the Company, the Member shall, pursuant to the terms of this Agreement, cause a successor Member to be admitted to the Company as a member of the Company effective immediately prior to the time of the withdrawal or transfer upon such Person's execution of a counterpart signature page to this Agreement, and, where such successor Member is not an Affiliate, shall be subject to the conditions set forth in Section 6.04. The Company shall notify the Ratings Agencies of any transfer of limited liability company interests in the Company or withdrawal of the Member. The Member's withdrawal or transfer shall become effective immediately following the admission of a successor Member. 8 Section 6.04 Additional Members. Additional members of the Company may be added with the written consent of the Member and, if other than any Affiliates of the Members, with notice to the Ratings Agencies, and ratification of 100% of the Board, including all of the Independent Managers. The rights of any such additional member of the Company shall be specified in an amendment or supplement to this Agreement executed by each current member. No other additional Members shall be admitted to the Company other than in accordance with the express terms of this Agreement, in particular Section 6.03. ARTICLE SEVEN MANAGEMENT Section 7.01 Board of Managers. Subject to the limitations contained in this Agreement and the Act, the business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the "Board"). Section 7.02 Powers of the Managers. The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law. Section 7.03 Number. The authorized number of Managers of the Company shall be five, at least two of which shall be Independent Managers as defined in Section 7.16. The number of Managers may be increased or decreased by the Member from time to time to a number not less than three nor more than seven, subject to the limitations contained in Sections 7.15 and 7.16. Section 7.04 Election and Tenure of Office. Each Manager shall hold office until the expiration of the term for which appointed by the Member and until a successor is designated and qualified or until such Manager's death, resignation or removal. Section 7.05 Vacancies. Subject to Sections 7.15 and 7.16, vacancies on the Board may be filled by the Member. The Member may at any time designate a Manager to fill any vacancy, and may designate additional Managers upon Amendment of this Agreement to provide for additional Managers. A vacancy or vacancies shall be deemed to exist in case of the death, incapacity, resignation or removal of any Manager, or if the Board shall increase the authorized number of Managers. Subject to Sections 7.15 and 7.16, if the Board accepts the resignation of a Manager tendered to take effect at a future time, the Member shall have power to designate a successor to take office when the resignation becomes effective. No reduction of the number of Managers shall have the effect of removing any Manager prior to the expiration of his or her term of office. 9 No resignation of an Independent Manager shall become effective until the Member has designated a successor Independent Manager pursuant to the terms of this Agreement. Section 7.06 Removal of Managers. Subject to Sections 7.15 and 7.16, the entire Board or any individual Manager may be removed with or without cause from office by the Member. Section 7.07 Place of Meetings; Telephonic Meetings. Meetings of the Board shall be held at such place as may be designated for that purpose from time to time by the President. Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment permitting all persons participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. Section 7.08 Annual Meeting. The Board shall conduct an annual meeting, to be held following notice by the President. Section 7.09 Special Meetings - Notice. Special meetings of the Board for any purpose may be called at any time by the President or by any two Managers. Special meetings of the Board shall be held upon four days' written notice or 48 hours notice given personally or by telephone, e-mail, facsimile or other similar means of communication. Any such written notice shall be addressed or delivered to each Manager at such Manager's address as it is shown upon the records of the Company or may have been given to the Company by the Manager for purposes of notice or, if such address is not shown on records or is not readily ascertainable, at the place in which the meetings of the Board are regularly held. Written notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any personal notice shall be deemed to have been given at the time it is personally delivered to the recipient. Written notice by e-mail shall be deemed to have been given at the time it is actually transmitted by the person giving the notice by e-mail to the recipient. Section 7.10 Waiver. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the insufficiency of notice to such Manager at its commencement. All such waivers, consents and approvals shall be filed with the Company's records or made a part of the minutes of the meeting. Section 7.11 Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Managers. Any certificate or other document filed which relates to action so taken shall state that the action was taken by the unanimous 10 written consent of the Board without a meeting and that this Agreement authorizes the Managers to so act. Such statement shall be the prima facie evidence of such authority. Section 7.12 Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent Managers if the time and place be fixed at the meeting adjourned. Section 7.13 Quorum. A majority of the authorized number of Managers as fixed in accordance with this Agreement shall be necessary to constitute a quorum for the transaction of business, and, subject to the provisions of this Agreement (including those that specify that approval by Independent Managers is required with respect to certain actions), the action of a majority of the Managers present at any meeting at which there is a quorum, when duly assembled, is valid as an act of the Board. Section 7.14 Fees and Compensation. Managers and Officers may receive such compensation and fees, if any, for their services, and such reimbursement for expenses, as may be determined by resolution of the Board. Section 7.15 Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers; provided that if the authorized number of Managers exceeds five, at least three Managers shall be Independent Managers. If at any time the Board does not have the requisite number of Independent Managers, no action requiring the unanimous vote of the Board (including the Independent Managers) shall be taken until a sufficient number of Independent Managers have been elected and qualified. The initial Independent Managers shall be H. Edward Matveld and Cheryl A. Lawrence. Section 7.16 Definitions of Certain Terms Used in Section 7.15. For purposes of Section 7.15 the following terms shall have the meanings set forth in this Section: (a) An "Independent Manager" shall be an individual who was not, at the time of such appointment or at any other time in the preceding five years: (i) a director, officer or employee of any affiliate of the Company (other than any limited purpose or special purpose corporation or limited liability company similar to the Company); (ii) a person related to any officer or director of any affiliate of the Company (other than any limited purpose or special purpose corporation or limited liability company similar to the Company); (iii) a direct or indirect holder of more than 10% of any voting securities of any affiliate of the Company; (iv) a person related to a direct or indirect holder of more than 10% of any voting securities of any affiliate of the Company; (v) a material creditor, material supplier, employee, officer, director, family member, manager, or contractor of the Company or its affiliates; or (vi) a person who controls (whether directly; indirectly, or otherwise) the Company or its affiliates or any material creditor, material supplier, employee, officer, director, manager or material contractor of the Company or its affiliates. Section 7.17 Amendment of Independent Manager Definition. So long as any Securities are outstanding, the definition of "Independent Manager" and Sections 7.15 and 7.16 11 of this Agreement shall not be amended, altered, changed or repealed without the unanimous written consent of the Board (including all of the Independent Managers) with notice of such amendment provided promptly to each Rating Agency. ARTICLE EIGHT OFFICERS Section 8.01 Officers. The Officers of the Company shall be a president, a secretary and a chief financial officer/treasurer, which officers shall be elected by, and hold office at the pleasure of, the Board. The Company may also have, at the discretion of the Board, a Chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of this Agreement. Section 8.02 Election of Officers. The Board shall, from time to time, elect a President from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be members of the Board. Any two or more of such offices, except those of President and Secretary, may be held by the same person. Section 8.03 Section 8.03. Tenure of Office. The tenure of office of all the officers of the Company shall be fixed by the Board. Section 8.04 Section 8.04. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any regular or special meeting or by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Board or to the President, or to the Secretary of the Company. Any such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 8.05 Vacancies. A vacancy in any office because of death, incapacity, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in this Agreement for regular appointment to such office. Section 8.06 Chairman of the Board and President. (a) Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board, and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board as prescribed by this Agreement. (b) President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Board, have general supervision, direction and control of the business affairs of the Company. In the absence of the Chairman of the Board, he or she shall preside at all meetings of the Board. He or she shall be ex officio, a member of all the standing 12 committees, including the executive committee, if any, and shall have the general powers and duties as may be prescribed by the Board or this Agreement. Section 8.07 Vice Presidents. (a) Senior Vice Presidents. The Senior Vice Presidents, if any, shall be the deputy chief executive officers of the Company and shall exercise such authority over the activities of the Company as prescribed by the President. In the absence or disability of the President, they shall, in the order designated by the President or the Board, perform the duties and exercise the powers of the President. (b) Vice Presidents. The Vice Presidents, if any, shall exercise authority over the activities of their assigned area of responsibility as prescribed by the President and under the overall direction and control of the President or Senior Vice Presidents. Section 8.08 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board may order, of all meetings of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Managers' meetings, and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all the meetings of the Board required by this Agreement or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board or this Agreement. Section 8.09 Treasurer. The Treasurer shall receive and keep all the funds of the Company, and pay them out only as authorized by the Board. Section 8.10 Assistants. Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any of the powers of Secretary or Treasurer, respectively, as provided in this Agreement or as directed by the Board, and shall perform such other duties as are imposed upon them by this Agreement or the Board. Section 8.11 Subordinate Officers. The Board may from time to time appoint such subordinate officers or agents as the business of the Company may require, and fix their tenure of office. ARTICLE NINE EXECUTIVE AND OTHER COMMITTEES Section 9.01 Executive and Other Committees. The Board may designate an executive committee, and such other committees as may be necessary from time to time, each consisting of two or more members and with such powers as it may designate, consistent with this Agreement and the Act. Such committees shall hold office at the pleasure of the Board. 13 ARTICLE TEN CAPITAL ACCOUNTS; PROFITS AND LOSSES; DISTRIBUTIONS Section 10.01 Capital Accounts. A capital account shall be maintained for the Member (a "Capital Account"), to which contributions and Profits shall be credited and against which distributions and Losses shall be charged. Capital Accounts shall be maintained in accordance with the accounting principles of Code Section 704 and the Treasury Regulations thereunder. Section 10.02 Allocation of Profits and Losses. The Profits and Losses of the Company shall be determined as of the end of each Fiscal Year of the Company and shall be allocated to the Member. Section 10.03 Distributions. (a) The Company shall distribute to the Member such sums as the Board determines to be available for distribution and appropriate for distribution and not required to provide for current or anticipated Company needs. All distributions shall be made to the Member. (b) No distributions shall be declared and paid unless, after the distribution is made, the Company would be able to pay its debts as they become due in the usual course of business and the assets of the Company are in excess of the sum of the Company's liabilities. (c) Notwithstanding any other provision of this Agreement, the Company shall not make a distribution to a Member on account of its interest in the Company if such distribution would violate this Agreement, any other applicable agreements, any applicable Pooling Agreements or Purchase Agreements, the Act or other applicable law. ARTICLE ELEVEN EXCULPATION OF LIABILITY; INDEMNIFICATION Section 11.01 Limitation and Exculpation of Liability. (a) Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Manager or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Manager or Officer of the Company. (b) Neither the Member nor the Special Members nor any Officer, Manager, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member or the Special Members (collectively, the "Indemnified Persons") shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement, except that an 14 Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct. Section 11.02 Indemnification. Subject to the following sentences, the Company shall have the authority, to the maximum extent permitted by the Act and other applicable law, and hereby does indemnify each of its Managers, Officers, employees and agents to the fullest extent permissible under Delaware law and this Agreement. Subject to the preceding and following sentences, the Company shall indemnify its Officers and Managers against expenses, judgment, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an Officer or Manager of the Company, and shall advance to such Officer or Manager expenses incurred in defending any such proceeding to the maximum extent permitted by law. Notwithstanding the foregoing, if the Company has outstanding any Securities, the Company's obligation to pay any amount as indemnification or as an advance of expenses (other than amounts received from insurance policies) shall be fully subordinated to payment of amounts then due on the Securities and, in any case, (i) nonrecourse to any of the Company's assets pledged to secure such Securities, and (ii) shall not constitute a claim against the Company to the extent that funds are insufficient to pay such amounts. For purposes of this section, an "Officer" or "Manager" of the Company shall mean any person who is an Officer or Manager of the Company, or is serving at the request of the Company as a director or officer of another corporation or other enterprise. Section 11.03 Fiduciary Duties. To the extent that, at law or in equity, a Member, Manager, or agent of the Company or a director, officer, employee or Affiliate of such person (each, a "Covered Person") has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person. ARTICLE TWELVE CORPORATE RECORDS AND REPORTS - INSPECTION Section 12.01 Records. The Company shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business, as fixed by the Board from time to time. Section 12.02 Inspection of Books and Records. All books and records provided for in the appropriate sections of the Act shall be open to inspection of the Member and each Manager from time to time and in the manner provided in the Act. Section 12.03 Certification and Inspection of Certificate of Formation and LLC Agreement. The original or a copy of the Company's Certificate of Formation and this Agreement, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the Member and members of the Board of the Company, as provided in the Act. 15 Section 12.04 Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Company, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board. Section 12.05 Contracts, etc. - How Executed. The Board, except as otherwise provided in this Agreement, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company. Such authority many be general or confined to specific instances. ARTICLE THIRTEEN TERM OF COMPANY Section 13.01 Commencement. The term of the Company commenced upon the filing of the Certificate of Formation with the Secretary of State. Section 13.02 Duration. The term of the Company shall continue perpetually, unless the Company is dissolved in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation in the manner required by the Act. Section 13.03 Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events: (i) upon unanimous written consent of the Member and 100% of the Managers, including all of the Independent Managers; (ii) at any time the Company contains no members; or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. Section 13.04 Continuation of Company. The resignation, withdrawal, expulsion, Bankruptcy, insolvency or dissolution of the Member or the occurrence of any event that terminates the continued membership of the Member shall not, in and of itself, cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution as permitted by this Agreement and the Act. Section 13.05 Bankruptcy or Insolvency of Member. Notwithstanding any other provision of this Agreement, the Bankruptcy or insolvency of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. 16 Section 13.06 Admission of Special Member. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the assignee as a member of the Company, effective immediately prior to such transfer, or (ii) the resignation of the Member and the admission of a successor member of the Company, effective immediately prior to such resignation), (a) each Person acting as an Independent Manager pursuant to Article Seven shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (each, a "Special Member") and shall continue the Company without dissolution, and (b) the personal representative of such Member is hereby authorized to, and shall, to the fullest extent permitted by law, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, appoint a Person as a substitute member of the Company (the "Substitute Member"). No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Article Seven; provided, however; the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a Substitute Member but shall not thereby cease to be Independent Managers. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Each Special Member shall be entitled to the benefits of the exculpation from liability and indemnification provisions contained in Article Eleven. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to Article Seven shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Article Seven shall not be a member of the Company. The admission to the Company as a Special Member of a Person acting as an Independent Manager shall not affect such Person's rights, powers, privileges or obligations as an Independent Manager. ARTICLE FOURTEEN APPLICATION OF ASSETS Section 14.01 Application of Assets. Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company's business and affairs and complete the winding up as soon as practicable. The winding-up of the Company's business and affairs shall be managed by the Managers. The assets of the Company may be liquidated or distributed in kind, as determined by the Managers, and the same shall first be applied to the satisfaction (whether by payment or the reasonable 17 provision for payment) of the Company's liabilities in accordance with the Act and then to the Members. Subject to the terms of any applicable Pooling Agreements, Purchase Agreements, or Securities, to the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Managers, convey those assets to a suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof, subject to the Act, distributed to the Member at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary and the terms of its governing instrument shall be determined by the Managers. Section 14.02 Termination. The Company and this Agreement shall terminate when all the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Article and the Certificate of Formation shall have been cancelled in the manner required by the Act. Section 14.03 Claims of the Members. The Member shall look solely to the Company's assets for the return of its Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Member shall not have recourse against the Company. ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS Section 15.01 Amendment of Agreement. Amendments to this Agreement may be adopted, or this Agreement may be repealed or amended by majority vote of the Board at any annual or special meeting. Notwithstanding the foregoing, Sections 6.03, 6.04, 7.15, 7.16, 7.17, 10.03, 11.02, this Section 15.01 and Articles Three, Four, Five and Thirteen shall not be amended or repealed without obtaining the written consent of 100% of the Board of Managers, including all of the Independent Managers, or the further consents specified therein. Section 15.02 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and may be modified only as provided herein. No representations or oral or implied agreements have been made by any party hereto or its agent, and no party to this Agreement has relied upon any representation or agreement not set forth herein. This Agreement supersedes any and all other agreements, either oral or written, among the Company and its Members. Section 15.03 Further Execution. Upon request of the Company from time to time, the Member, Managers and Officers shall execute and swear to or acknowledge any amended Certificate of Formation and any other writing which may be required by any rule or law or which may be appropriate to the effecting of any action by or on behalf of the Company which has been taken in accordance with the provisions of this Agreement. 18 Section 15.04 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. None of the provisions of this Agreement shall be construed as for the benefit of or as enforceable by any creditor of the Company or the Members or any other Person not a party to this Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Managers, in accordance with its terms. In addition, notwithstanding any other provision of this Agreement, the Independent Managers shall be intended beneficiaries of this Agreement. Section 15.05 Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any security or the rights of the holders thereof. Section 15.06 Captions. All captions are for convenience only, do not form a substantive part of this Agreement and shall not restrict or enlarge any substantive provisions of this Agreement. Section 15.07 Delaware Law to Control. This Agreement shall be governed by, and all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereto shall be determined in accordance with the internal laws of the State of Delaware without regard to any otherwise applicable principles of conflict of laws. [Remainder of this page left blank] 19 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. MEMBER: NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Joji Tagawa --------------- Name: Joji Tagawa Title: Treasurer SPECIAL MEMBERS: /s/ H. Edward Matveld ---------------------- H. Edward Matveld /s/ Cheryl A Lawrence ---------------------- Cheryl A. Lawrence S-1 EXHIBIT A

A-1 EX-4.1 4 a01146exv4w1.txt FORM OF INDENTURE Exhibit 4.1 NISSAN AUTO LEASE TRUST 2004-A $___________ _________% Asset Backed Notes, Class A-1 $___________ _________% Asset Backed Notes, Class A-2 $___________ Floating Rate Asset Backed Notes, Class A-3a $___________ _________% Asset Backed Notes, Class A-3b NISSAN AUTO LEASE TRUST 2004-A and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, --------------------------- INDENTURE Dated as of _________, 2004 --------------------------- 2 TABLE OF CONTENTS

-i- TABLE OF CONTENTS (CONTINUED)

-ii- TABLE OF CONTENTS (CONTINUED)

-iii- TABLE OF CONTENTS (CONTINUED)

-iv- TABLE OF CONTENTS (CONTINUED)

-v- Reconciliation and tie between the Trust Indenture Act of 1939 and Indenture

-i- 315 (a) ............................................................................................... 6.01 (b) ............................................................................................... 6.05 (c) ............................................................................................... N.A. (d) ............................................................................................... 6.01(c) (e) ............................................................................................... 5.13 316 (a)(1) (A)......................................................................................... 5.11 6.01(c) (a) (1) (B)........................................................................................ 5.12 (a) (2)............................................................................................ N.A. (b) ............................................................................................... 5.07 (c) ............................................................................................... N.A. 317 (a) (1) ........................................................................................... 5.04 (a) (2) ........................................................................................... 5.03(c) 5.03(d) (b) ............................................................................................... 3.03 318 (a) ............................................................................................... 11.20

- ----------- (1) This reconciliation table and tie shall not, for any purpose be deemed to be part of the Indenture. (2) N.A. means not applicable. -ii- INDENTURE This Indenture, dated as of _________, 2004 (the "Indenture"), is between the Nissan Auto Lease Trust 2004-A, a Delaware statutory trust (the "Issuer"), and U.S. Bank National Association a national banking association ("U.S. Bank"),, as trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _________% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), _________% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), Floating Rate Asset Backed Notes, Class A-3a (the "Class A-3a Notes") _________% Asset Backed Notes, Class A-3b (the "Class A-3b Notes") (the "Class A-3b Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3a Notes, the "Notes"): GRANTING CLAUSE The Issuer, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders and the Trust Certificateholders all of the Issuer's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"), in each case as such terms are defined herein. The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected. ARTICLE ONE DEFINITIONS SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among the 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 Indenture 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"). SECTION 1.02 Interpretation. For all purposes of this Indenture, 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 this Indenture include all Exhibits hereto, (iii) references to words such as "herein," "hereof" and the like shall refer to this Indenture as a whole and not to any particular part, Article or Section within this Agreement, (iv) references to an Article or Section such as "Article Twelve" or "Section 12.01" shall refer to the applicable Article or Section of this Indenture, (v) the term "include" and all variations thereof shall mean "include without limitation," (vi) the term "or" shall include "and/or," (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Any reference in this Indenture to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this Indenture to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Indenture to a Person shall include the successors or assignee of such Person. SECTION 1.03 Incorporation by Reference Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "Commission" means the Securities and Exchange Commission. "indenture securities" means the Notes. "indenture security holder" means a Noteholder. "indenture to be qualified" means this Indenture. "indenture trustee or "institutional trustee" means the Indenture Trustee. "obligor" on the indenture securities means the Issuer and any other obligor on the Indenture securities. All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings so assigned to them. Indenture 2 ARTICLE TWO THE NOTES SECTION 2.01 Form. The Notes, together with the Indenture Trustee's certificate of authentication, shall be in substantially the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note. The terms of the Notes set forth in Exhibit A hereto are part of the terms of this Indenture. SECTION 2.02 Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer. The signature of any authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time authorized officers of the Owner Trustee shall bind the Issuer, notwithstanding that any such individuals have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall, upon receipt of a Issuer Order, authenticate and deliver for original issue the following aggregate principal amounts of the Notes: (i) $_________ of Class A-1 Notes, (ii) $_________ of Class A-2 Notes, (iii) $_________ of Class A-3a Notes and (iv) $_________ of Class A-3b Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3a Notes and Class A-3b Notes outstanding at any time may not exceed such respective amounts, except as provided in Section 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered notes in book-entry form in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof. No Note may be sold, pledged or otherwise transferred to any Person except in accordance with Section 2.03 and any attempted sale, pledge or transfer in violation of such Section shall be null and void. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Indenture 3 SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the Owner Trustee may execute, on behalf of the Issuer, and upon receipt of a Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the related Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, such temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. SECTION 2.04 Registration; Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes by the Note Registrar. The Indenture Trustee is hereby initially appointed the "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. In the event, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall appoint another bank or trust company, having an office located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar under this Indenture. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of such appointment and the location, and any change in such location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee, one or more new Notes in any authorized denominations, of a like aggregate principal amount. Indenture 4 (c) At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, including appropriate tax documentation, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (e) No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to Sections 2.03 or 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note (i) selected for redemption or (ii) for a period of 15 days preceding the due date for any payment with respect to such Note. SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer, the Owner Trustee and the Indenture Trustee harmless, then, in the absence of notice to the Owner Trustee, the Note Registrar or the Indenture Trustee that such Note has been acquired by a "protected purchaser" (as contemplated by Article Eight of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and upon receipt of a Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (but not a mutilated Note) shall have become or within seven days shall become due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a "protected purchaser" (as contemplated by Article Eight of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was Indenture 5 delivered or any assignee of such Person, except a "protected purchaser" (as contemplated by Article Eight of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture Trustee may require the payment by the related Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.06 Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and their respective agents may treat the Person in whose name any Note is registered (as of the date of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, and none of the Issuer, the Indenture Trustee or any of their respective agents shall be affected by notice to the contrary. SECTION 2.07 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by a Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and that such Notes have not been previously disposed of by the Indenture Trustee. SECTION 2.08 Release of Collateral. Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the Lien of this Indenture only upon receipt of a Issuer Request, accompanied by an Officer's Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or Indenture 6 an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes, upon original issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. One fully registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes or such lesser amount as necessary. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner's interest in such Note except as provided in Section 2.11. Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.11: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall have no obligation to Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency or Clearing Agency Participants; pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. SECTION 2.10 Notices to Clearing Agency. Whenever a notice or other communication to Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners. SECTION 2.11 Definitive Notes. If (i) (A) the Transferor, the Owner Trustee or the Administrative Agent advises the Indenture Trustee in writing that the Clearing Agency is no Indenture 7 longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Transferor, the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor (and if the Administrative Agent has made such determination, the Administrative Agent has given written notice thereof to the Indenture Trustee), (ii) the Transferor, the Indenture Trustee or the Administrative Agent at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Note Owners representing in the aggregate not less than 51% of the Outstanding Amount, voting as a single class, advise the Indenture Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify all Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this Indenture. None of the Issuer, Owner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee, the Issuer and the Administrative Agent shall not be liable if the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to their addresses of record in the Note Register as of the relevant Deposit Date. Such notices shall be deemed to have been given as of the date of mailing. If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Deposit Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor. SECTION 2.12 Authenticating Agents. Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture Trustee. Indenture 8 Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of Sections 2.07 and 6.04 shall be applicable to any Authenticating Agent. SECTION 2.13 The Interest Rate Cap Agreement. (a) On the Closing Date, the Issuer shall execute and deliver the Interest Rate Cap Agreement. (b) Subject to Section 11.19 hereof, the Indenture Trustee shall take all steps necessary to enforce the Issuer's rights under the Interest Rate Cap Agreement, including receiving payments from the Cap Provider when due and exercising the Issuer's rights under the Interest Rate Cap Agreement including, without limitation, if either the long-term senior unsecured debt rating of JPMorgan Chase Bank is downgraded below "A1" by Moody's, "A+" by Standard & Poor's, "A+" by Fitch (if rated by Fitch) or the short-term debt rating of JPMorgan Chase Bank is reduced below "P-1 by Moody's, below "A-1" by Standard & Poor's or "F-1" by Fitch (if rated by Fitch), the right to require the Cap Provider to obtain a guarantee of its obligations or to substitute a replacement cap provider (subject to the assumption by the replacement cap provider of the Cap Provider's obligations under the Interest Rate Cap Agreement) within 30 days of the occurrence of such reduction, or in certain circumstances, post collateral, in each case in accordance with the terms of the Interest Rate Cap Agreement. (c) Pursuant to the Interest Rate Cap Agreement, U.S. Bank will be designated calculation agent ("Calculation Agent"), and in such capacity, on each Interest Determination Date, will calculate the interest rate with respect to the Class A-3a Notes. All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on Class A-3a Noteholders. SECTION 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business Indenture 9 and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness. ARTICLE THREE COVENANTS SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Transferor. The Issuer shall duly and punctually (i) pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture and (ii) cause the Servicer to direct the Indenture Trustee to release from the Note Distribution Account all other amounts distributable or payable from the Owner Trust Estate (including distributions to be made to the Trust Certificateholders on any Payment Date) under the Trust Agreement and Servicing Agreement. Without limiting the foregoing, subject to Section 8.04, the Issuer shall cause the Servicer to direct the Indenture Trustee to apply all amounts on deposit in the Note Distribution Account on each Payment Date that have been deposited therein for the benefit of the Notes. Amounts properly withheld under the Code by any Person from a payment to any Noteholder or Trust Certificateholder of interest or principal (or other amounts) shall be considered to have been paid by the Issuer to such Noteholder or Trust Certificateholder for all purposes of this Indenture. SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on behalf of the Issuer, shall maintain at the Corporate Trust Office or at such other location in the Borough of Manhattan, The City of New York, chosen by the Note Registrar, acting for the Issuer, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices to and demands upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. SECTION 3.03 Money for Payments to be Held in Trust. As provided in Sections 5.04(b) and 8.04, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account and Reserve Account shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on Notes shall be paid over to the Issuer except as provided in this Section. All payments of amounts due and payable with respect to any Notes or Trust Certificates that are to be made from amounts withdrawn from the Note Distribution Account or Reserve Account pursuant to Sections 3.01, 4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes or Trust Certificates shall be paid over to the Issuer or the Owner Trustee, except as provided by this Section. Indenture 10 On each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited (including the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account) into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of any failure by the Issuer to effect such deposit. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section, that such Paying Agent shall: (a) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge (or any other obligor upon the Notes, if any) in the making of any payment required to be made with respect to the Notes; (c) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such Indenture 11 trust and be paid to Children's Hospital Los Angeles upon presentation thereto of an Issuer, and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. If any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 8.04(d), the Indenture Trustee will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to Children's Hospital Los Angeles. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment specified by the Issuer or the Administrative Agent. SECTION 3.04 Existence. The Issuer shall keep in full effect its existence, rights and franchises as a trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. SECTION 3.05 Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Administrative Agent and delivered to the Issuer, and shall take such other action necessary or advisable to: (a) Grant more effectively all or any portion of the Trust Estate; (b) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (c) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (d) enforce any of the Collateral (including all rights under the Interest Rate Cap Agreement); Indenture 12 (e) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Persons; or (f) pay all taxes or assessments levied or assessed upon the Trust Estate when due. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute all financing statements, continuation statements or other instruments required to be executed pursuant to this Section. SECTION 3.06 Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel, the execution and delivery of the Indenture and the delivery for value to and taking of physical possession in the State of New York by the Indenture Trustee of the 2004-A SUBI Certificate, endorsed or registered in the name of the Indenture Trustee, will create a valid first priority perfected security interest, for the benefit of the Indenture Trustee on behalf of the holders of the Notes, in the Issuer's right, title and interest in the 2004-A SUBI Certificate. (b) Upon written request by the Indenture Trustee, on or before June 30 of each calendar year, beginning with June 30, 2005, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to continue the lien and security interest of the Indenture Trustee in the Collateral and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to continue such lien and security interest. SECTION 3.07 Performance of Obligations; Servicing of the 2004-A SUBI Assets. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Administrative Agent, that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons, to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrative Agent, and the Administrative Agent has agreed, to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall, and, shall cause the Administrative Agent and the Servicer to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements Indenture 13 required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer, as a party to the Basic Documents and as Holder of the 2004-A SUBI Certificate, shall not, and shall cause the Servicer and the Administrative Agent not to, modify, amend, supplement, waive or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee or the Noteholders of at least a Majority Interest of the Notes or such greater percentage as may be specified in the particular provision or Basic Document. (d) If the Indenture Trustee or an Authorized Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default, such entity shall promptly notify the other entity and each Rating Agency thereof, and shall specify in such notice the action, if any, the other entity is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2004-A SUBI Assets, the Issuer shall take all reasonable steps available to it to remedy such failure. Upon the occurrence of a Servicer Default with respect to the 2004-A SUBI or the Trust Assets allocated thereto, the Indenture Trustee may terminate all of the rights and obligations of the Servicer with respect to the 2004-A SUBI and the Trust Assets allocated thereto only, and a successor Servicer shall be appointed pursuant to the Servicing Agreement. (e) Upon any termination of the Servicer's rights and powers or resignation of the Servicer pursuant to the Servicing Agreement, the Issuer or the Indenture Trustee shall promptly notify the other entity thereof. As soon as a successor Servicer is appointed pursuant to the Servicing Agreement, the Issuer or the Indenture Trustee shall notify the other entity of such appointment, specifying in such notice the name and address of such successor Servicer. SECTION 3.08 Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not: (a) engage in any activities other than financing, acquiring, owning, pledging and managing the 2004-A SUBI Certificate as contemplated by this Indenture and the other Basic Documents; (b) except as expressly permitted herein and in the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuer, including those assets included in the Trust Estate, unless directed to do so by the Indenture Trustee; (c) claim any credit on or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (d) except as may be permitted expressly hereby (i) permit the validity or effectiveness of this Indenture to be impaired, permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (ii) permit any Indenture 14 lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate, any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics' liens and other liens that arise by operation of law, in each case on any 2004-A SUBI Asset and arising solely as a result of an action or omission of the related Lessee) or (iii) except as otherwise provided in the Basic Documents, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics' or other lien) security interest in the Trust Estate; (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (f) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part. SECTION 3.09 Trust Certificates and Reports. (a) The Issuer shall deliver to the Indenture Trustee and each Rating Agency, on or before the last day of the third month after the end of each fiscal year of the Issuer, beginning with June 30, 2005, an Officer's Certificate stating, as to the Authorized Officer signing such Officer's Certificate, that: (i) a review of the activities of the Issuer during the 12 months of the prior fiscal year of the Issuer ended such calendar year (or such shorter period in the case of the first such Officer's Certificate) and of the Issuer's performance under this Indenture has been made under such Authorized Officer's supervision; (ii) to the best of such Authorized Officer's knowledge, based on such review: (A) all the dispositions of Collateral and cash payments out of the Accounts described in clauses (A) and (B) of Section 11.01(b)(v) that occurred during the preceding 12 month period (or shorter period in the case of the first such Officer's Certificate) were made in the ordinary course of the Issuer's business and the proceeds thereof were applied in accordance with the Basic Documents; and (B) the Issuer has complied with all conditions and covenants under this Indenture throughout 12 month period of the prior fiscal year of the Issuer ended such calendar year (or such shorter period in the case of the first such Officer's Certificate), or, if there has been a Default in the compliance of any such condition or covenant, specifying each such Default known to such Authorized Officer and the nature and status thereof. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year unless the fiscal year of the Servicer ends on some other date, in which case, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer Indenture 15 SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided in the Basic Documents, unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not: (i) engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 2004-A SUBI Certificate in the manner contemplated by the Basic Documents and activities incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). SECTION 3.11 Notice of Defaults. The Issuer agrees to give the Indenture Trustee and each Rating Agency prompt written notice of each Indenture Default hereunder on the part of the Administrative Agent and each Cap Event of Default on the part of the Cap Provider under the Interest Rate Cap Agreement. In addition, on (i) any Payment Date on which the Issuer has not received from the Cap Provider any amount due from the Cap Provider on such Payment Date, (ii) the Business Day following any such Payment Date if the Issuer has not yet received such amount due from the Cap Provider or (iii) the Business Day on which such failure to pay by the Cap Provider becomes a Cap Event of Default under the Interest Rate Cap Agreement, the Issuer shall give immediate notice thereof to the Cap Provider, the Indenture Trustee and each Rating Agency. SECTION 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. SECTION 3.13 Delivery of the 2004-A SUBI Certificate. On the Closing Date, the Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 2004-A SUBI Certificate. The Indenture Trustee shall take possession of the 2004-A SUBI Certificate in the Borough of Manhattan in the City of New York and shall at all times during the period of this Indenture maintain custody of the 2004-A SUBI Certificate in the Borough of Manhattan in the City of New York. SECTION 3.14 Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Basic Document. SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: Indenture 16 (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Indenture Default shall have occurred and be continuing; (iii) the Issuer shall have provided each Rating Agency 10 days' prior written notice thereof, and no Rating Agency shall have notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental Indenture complies with this Article III and that all conditions precedent provided in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, (B) expressly assume, by an Indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental Indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise Indenture 17 provided in such supplemental Indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental Indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or "blue sky" laws of such state, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Indenture Default shall have occurred and be continuing; (iii) the Issuer shall have provided each Rating Agency 10 days' prior written notice thereof, no Rating Agency shall have notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental Indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). SECTION 3.16 Successor or Transferee. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.15(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.15(b), Nissan Auto Lease Trust 2004-A will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to Indenture 18 the Notes and the Trust Certificates immediately upon the delivery of written notice to the Indenture Trustee stating that Nissan Auto Lease Trust 2004-A is to be so released. SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are Outstanding, the Issuer shall not remove the Administrative Agent without cause unless so instructed by the Owner Trustee or the Indenture Trustee and unless each Rating Agency shall have received 10 days' written notice thereof and shall not have notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such removal might or would result in the removal or reduction of the rating, if any, then assigned thereby to any Class of Notes or the Trust Certificates. ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall discharge with respect to the Collateral securing the Notes and cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.10(i), 3.10(ii) and 3.15, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter paid to the Persons entitled thereto or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable on the applicable Note Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation, when due, to the applicable Note Final Scheduled Indenture 19 Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and stating that the Rating Agency Condition has been satisfied. SECTION 4.02 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee of all sums due and to become due thereon for principal and interest. Such monies need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or as required by law. SECTION 4.03 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and such Paying Agent shall thereupon be released from all further liability with respect to such monies. ARTICLE FIVE INDENTURE DEFAULT SECTION 5.01 Indenture Defaults. Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an "Indenture Default"): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days or more; (b) default in the payment of principal of any Note on the related Note Final Scheduled Payment Date or the Redemption Date; Indenture 20 (c) a termination of the Interest Rate Cap Agreement without the execution by the Issuer and a replacement Cap Provider of a replacement Interest Rate Cap Agreement and acceptable to the Issuer and Indenture Trustee and the assignment of such replacement Interest Rate Cap Agreement to the Indenture Trustee; (d) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was inaccurate shall not have been eliminated or otherwise cured, for a period of 60 days or in the case of a materially inaccurate representation or warranty, 30 days, after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, voting as single class, a written notice specifying such default or inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (e) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer's affairs, and such proceeding shall remain unstayed, undismissed and in effect for a period of 90 consecutive days or immediately upon entry of any such decree or order; or (f) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. The Issuer shall deliver to the Indenture Trustee, each Rating Agency, each Noteholder and the Cap Provider (except as to clause (c)) within five Business Days after the occurrence thereof written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Indenture Default under clauses (c), (d) or (e), its status and what action the Issuer is taking or proposes to take with respect thereto. Indenture 21 Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a Majority Interest of the Notes voting as a single class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee. SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default. If an Indenture Default should occur and be continuing, the Indenture Trustee or Noteholders representing a Majority Interest voting as a single class may declare the principal of the Notes to be immediately due and payable. Upon such declaration, the Indenture Trustee shall promptly provide written notice to each Rating Agency. Such declaration may be rescinded by Noteholders holding a Majority Interest voting as a single class before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if (a) the Issuer has deposited with the Indenture Trustee an amount sufficient to pay (i) all interest on and principal of the Notes and all other amounts that would then be due hereunder as if the Indenture Default giving rise to such declaration had not occurred and (ii) all amounts advanced by the Indenture Trustee and its costs and expenses and (b) all Indenture Defaults (other than the nonpayment of principal of the Notes that has become due solely by such acceleration) have been cured or waived. Prior to the acceleration of the maturity of the Notes as provided in this Section 5.02, Noteholders holding not less than a Majority Interest of the Notes voting as a single class may waive any past Indenture Default and its consequences except an Indenture Default (i) in payment of principal of or interest on the Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of each Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Indenture Default or impair any right consequent thereto. Upon any such waiver, such Indenture Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Indenture Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Indenture Default or impair any right consequent thereto. If the Notes have been declared due and payable following an Indenture Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Trust Estate) or elect to maintain the Trust Estate and continue to apply the proceeds from the Trust Estate as if there had been no declaration of acceleration. Any sale of the Trust Estate by the Indenture Trustee will be subject to the terms and conditions of Section 5.04. Indenture 22 SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if there is a default in the payment of (i) any interest on the Notes when the same becomes due and payable, and such default continues for a period of five days or (ii) the principal of any Notes at the related Note Final Scheduled Payment Date or the Redemption Date, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of such Noteholders, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the Overdue Interest Rate and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents, attorneys and counsel. (b) In case the Issuer shall fail forthwith to pay amounts described in Section 5.03(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If an Indenture Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and Indenture 23 each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders or the Cap Provider and the Indenture Trustee on their behalf; and (iii) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder or to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under the Notes or the Interest Rate Cap Agreement, may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel shall be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. Indenture 24 SECTION 5.04 Remedies; Priorities. (a) If an Indenture Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Sections 5.02 and 5.05): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer, the Cap Provider and any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.02, sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Indenture Default, other than an Indenture Default described in Section 5.01 (a) or (b), unless (A) Noteholders holding 100% of the Outstanding Amount consent thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then due and unpaid upon all outstanding Notes or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and the Indenture Trustee obtains the consent of Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting together as a single class; and provided further, that the Indenture Trustee may not sell the Trust Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Titling Trust or an interest therein or portion thereof to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. (b) If the Indenture Trustee collects any money or property pursuant to this Article Five upon sale of the Trust Estate, it shall pay out such money or property held as Collateral (together with available monies on deposit in the Reserve Account) and deposited in the Note Distribution Account pursuant to Section 12.05(b) of the SUBI Trust Agreement, after giving effect to the Indenture 25 distributions set forth in such Section, for the benefit of the Securityholders in the following order: (i) to the Noteholders for the payments of interest which is due and unpaid on the Notes (including any overdue interest, and to the extent permitted under applicable law, interest on any overdue interest at the applicable Overdue Interest Rate); (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in payment of the principal amount due and unpaid on the Class A-1 Notes (until the Class A-1 Notes have been paid in full), and second, to the Holders of the other Notes in payment of the principal amount due and unpaid on the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes pro rata (based on the amount due and unpaid of each such Class), until all Notes have been paid in full; (iii) to the Certificate Distribution Account for distribution to the Trust Certificateholders for amounts due and unpaid in respect of the principal amount of the Trust Certificates, until the Trust Certificates have been paid in full; and (iv) any remaining amounts to the Transferor. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. SECTION 5.05 Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under Section 5.02 following an Indenture Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof in accordance with Sections 3.01 and 8.04. It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of and interest on the Notes, and the Indenture Trustee shall take such intent into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. SECTION 5.06 Limitation of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder previously has given to the Indenture Trustee written notice of a continuing Indenture Default, (ii) Noteholders holding not less than 25% of the Outstanding Amount, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Indenture Default in its own Indenture 26 name as Indenture Trustee, (iii) such Noteholder has offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request, (iv) the Indenture Trustee has for 60 days after receipt of such notice failed to institute such Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders holding at least a Majority Interest, voting together as a single class. No Noteholder or group of Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a Majority Interest of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on, if any, such Note on or after the respective due dates thereof expressed in such Note or this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder. SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Indenture 27 SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Indenture Default shall impair any such right or remedy or constitute a waiver of any such Default or Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be. SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections 5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a Majority Interest voting as a single class shall have the right to direct the time, method and place of conducting any Proceeding or any remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or this Indenture; (b) subject to Section 5.04, any direction to the Indenture Trustee to, sell or liquidate the Trust Estate shall be made by Noteholders holding not less than 100% of the Outstanding Amount; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, and then any direction to the Indenture Trustee by Noteholders holding less than 100% of the Outstanding Amount to sell or liquidate the Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action it determines might expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action. SECTION 5.12 [Reserved]. SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder or group of Noteholders, in each case holding Notes evidencing more than 10% of the Outstanding Amount, voting together as a single class, or (iii) any suit Indenture 28 instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the related due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture, and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek and recover judgment on the Notes or the Interest Rate Cap Agreement or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b). SECTION 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Transferor, the Servicer and the Cap Provider, as applicable, of each of their obligations to the Issuer under or in connection with the Servicing Agreement and the Interest Rate Cap Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of its obligations under the Servicing Agreement. (b) If an Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of Noteholders holding not less than a Majority Interest of the Notes voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Transferor, the Titling Trustee, the Servicer and the Cap Provider under or in connection with the Servicing Agreement and the Interest Rate Cap Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement, and any right of the Issuer to take such action shall be suspended. Indenture 29 SECTION 5.17 Sale of Trust Estate. If the Indenture Trustee acts to sell the Trust Estate or any part thereof, pursuant to Section 5.04(a), the Indenture Trustee shall effect such a sale at one or more public or private sales called and conducted in any manner permitted by law in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. Unless otherwise prohibited by applicable law from any such action, the Indenture Trustee shall sell the Trust Estate or any part thereof, in such manner to the highest bidder, provided, however, that the Indenture Trustee may from time to time postpone any sale. The Indenture Trustee shall give notice to the Transferor and Servicer of any proposed sale, and the Transferor and Servicer shall be permitted to bid for the Trust Estate at any such sale. The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuer that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Trust Estate pursuant to Section 5.04 and this Section shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall has been sold or all amounts payable on the Notes shall have been paid. ARTICLE SIX THE INDENTURE TRUSTEE SECTION 6.01 Duties of Indenture Trustee. (a) If an Indenture Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and in the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (b) Except during the continuance of an Indenture Default: (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture and the other Basic Documents to which the Indenture Trustee is a party. (c) The Indenture Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful, misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b); Indenture 30 (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture. SECTION 6.02 Rights of Indenture Trustee. (a) Except as provided by the second succeeding sentence, the Indenture Trustee may conclusively rely and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer's Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel. Indenture 31 (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee will be liable for any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable for (i) any error of judgment made by it in good faith, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of the Indenture or (iii) interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, however, that the Indenture Trustee shall, upon the occurrence of an Indenture Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the holders of Notes evidencing not less than 25% of the Outstanding Amount voting together as a single class; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. Indenture 32 (i) The Indenture Trustee shall, for so long as any Notes are outstanding, be entitled to exercise all of the rights and powers of a Beneficiary under the Basic Documents. SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee may do the same with like rights. The Indenture Trustee must, however, comply with Section 6.11. SECTION 6.04 Indenture Trustee's Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate, the Interest Rate Cap Agreement or the Notes (other than the certificate of authentication on the Notes), shall not be accountable for the Issuer's use of the proceeds from the Notes and shall not be responsible for any statement in the Indenture, the Interest Rate Cap Agreement or in any document issued in connection with the sale of the Notes or in the Notes, all of which shall be taken as the statements of the Issuer, other than the Indenture Trustee's certificate of authentication. SECTION 6.05 Notice of Defaults. If a Default occurs and is continuing, and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder, the Cap Provider and each Rating Agency notice of such Indenture Default within 60 days after it occurs. Except in the case of a Default with respect to payment of principal of or interest on any Note (including payments pursuant to the redemption of Notes), the Indenture Trustee may withhold such notice if and so long as a committee of its Responsible Officers in good faith determines that withholding such notice is in the interests of the Noteholders; provided, however, that in the case of any Indenture Default of the character specified in Section 5.01(e), no such notice shall be given until at least 30 days after the occurrence thereof. SECTION 6.06 Reports by Indenture Trustee to Noteholders. The Indenture Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not later than the latest date permitted by law, such information as may be reasonably requested (and reasonably available to the Indenture Trustee) to enable such holder to prepare its federal and state income tax returns. The Indenture Trustee shall also deliver or cause to be delivered annually to each Noteholder of record a report relating to its eligibility and qualification to continue as Indenture Trustee under this Indenture, any amounts advanced by it under this Indenture, the amount, interest rate and maturity date of certain indebtedness owed by the Trust to the Indenture Trustee, in its individual capacity, the property and funds physically held by the Indenture Trustee in its capacity as such, and any action taken by it that materially affects the Notes and that has not been previously reported. SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the Indenture Trustee from time to time reasonable compensation for its services, (ii) reimburse the Indenture Trustee for all reasonable expenses, advances and disbursements reasonably incurred by it and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, Indenture 33 liability or expense (including reasonable attorneys' fees) incurred by it in connection with the administration of the Issuer or the performance of its duties. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Servicer shall defend any such claim, and the Indenture Trustee may have separate counsel and the Servicer shall pay the fees and expenses of such counsel. The Indenture Trustee shall not be indemnified by the Servicer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any event unless an officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. The Servicer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Indenture Default set forth in Section 5.01(e) or (f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. SECTION 6.08 Replacement of Indenture Trustee. Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer, and following such removal may appoint a successor Indenture Trustee. The Issuer shall give prompt written notice to each Rating Agency of such removal. The Indenture Trustee may resign at any time by so notifying the Issuer, the Servicer and each Rating Agency. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or ordering the winding-up or liquidation of the Indenture Trustee's affairs, provided any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days; (iii) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable Indenture 34 federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. Upon the resignation or required removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring Indenture Trustee), the Issuer shall be required promptly to appoint a successor Indenture Trustee. Any successor Indenture Trustee must at all times have a combined capital and surplus of at least $50,000,000, a long-term debt rating of "A" or better by Standard & Poor's, Moody's and Fitch (if rated by Fitch) or be otherwise acceptable to each Rating Agency and satisfy the requirements of Section 310(a) of the TIA. Additionally, prior to the appointment of any successor Indenture Trustee, the Rating Agency Condition must be satisfied with respect to such successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee, without any further act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee under this Indenture, subject to satisfaction of the Rating Agency Condition. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders and the Cap Provider. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant to Section 6.07. Indenture 35 SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to another corporation or depository institution the resulting, surviving or transferee corporation, without any further act, shall be the successor Indenture Trustee; provided, that such corporation or depository institution shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide each Rating Agency prior written notice of any such transaction. In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated, and in case at that time the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee, and in all such cases such certificates shall have the full force that it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have. SECTION 6.10 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee and the Administrative Agent acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate or any part hereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrative Agent may consider necessary or desirable. If the Administrative Agent shall not have joined in such appointment within 15 days after it received a request that it so join, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders or the Cap Provider of the appointment of any co-trustee or separate trustee shall be required under Section 6.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being intended that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any Indenture 36 portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee and the Administrative Agent may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture and specifically including every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrative Agent. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, then all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture. SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and a long-term debt rating of "A" or better by Standard & Poor's, Moody's and Fitch (if rated by Fitch) or be otherwise acceptable to each Rating Agency. The Indenture Trustee shall satisfy the requirements of Section 310(b) of the TIA, including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded form the operation of TIA Section 310(b)(1) any Indenture or Indentures under which other securities of the Issuer are outstanding if the requirements for such exclusions set forth in TIA Section 310(b)(1) are met. The Transferor, the Administrative Agent, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Indenture Trustee and its Affiliates, but neither the Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee. SECTION 6.12 Trustee as Holder of the 2004-A SUBI Certificate. So long as any Notes are Outstanding, to the extent that the Owner Trustee or the Issuer has rights as a Holder of Indenture 37 the 2004-A SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any actions taken by the Transferor, the Owner Trustee or the Issuer may initiate such action or grant such consent only with consent of the Indenture Trustee. To the extent that the Indenture Trustee has rights as a Holder of the 2004-A SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Transferor, the Owner Trustee or the Issuer, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuer and Noteholders shall rely: (i) the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States; and (ii) the Indenture Trustee has full power, authority and legal right to execute, deliver, and, perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture. SECTION 6.14 Furnishing of Documents. The Indenture Trustee shall furnish to any Noteholder promptly upon receipt of a written request by such Noteholder (at the expense of the requesting Noteholder) therefor, duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Indenture Trustee under the Basic Documents. SECTION 6.15 Interest Rate Cap Agreement Provisions. The Issuer has entered into the Interest Rate Cap Agreement, in the form satisfactory to the Rating Agencies, to hedge the floating rate interest expense on the Class A-3a Notes. The Issuer may, from time to time, enter into one or more replacement Interest Rate Cap Agreements if any Interest Rate Cap Agreement is terminated prior to its scheduled expiration pursuant to a Cap Event of Default or a Cap Termination Event. (a) Except as provided in Section 8.03 of the Servicing Agreement, the Indenture Trustee will be responsible for collecting Cap Payments and any Cap Termination Payments payable by the Cap Provider. (b) Upon the occurrence of (i) any Cap Event of Default arising from any action taken, or failure to act, by the Cap Provider, or (ii) any Cap Termination Event (except as described in the following sentence) with respect to which the Cap Provider is an "Affected Party" (as defined in the Interest Rate Cap Agreement), the Indenture Trustee may and will, at the direction of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single Indenture 38 class, by notice to the Cap Provider, designate an "Early Termination Date" (as defined in the Interest Rate Cap Agreement) with respect to the Interest Rate Cap Agreement. If a Cap Termination Event occurs as a result of the insolvency or bankruptcy of the Cap Provider, which event has not been otherwise cured under the terms of the Interest Rate Cap Agreement, the Indenture Trustee will terminate the Interest Rate Cap Agreement. (c) The Indenture Trustee, as assignee of the rights of the Issuer under the Interest Rate Cap Agreement, may enter into any amendment or supplement to the Interest Rate Cap Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision therein that may be inconsistent with any other provision therein or with the Indenture or (iii) to add any other provisions with respect to matters or questions arising under the Interest Rate Cap Agreement; provided, in the case of clause (iii), that such amendment will not adversely affect in any material respect the interest of any Noteholder. Any such amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder if Standard & Poor's and Fitch deliver a letter to the Indenture Trustee to the effect that the amendment will not result in a Rating Event, and if the Indenture Trustee has provided Moody's with 10 days prior written notice of the amendment and Moody's shall not have notified the Indenture Trustee or the Owner Trustee that the amendment might or would result in a Rating Event. (d) The Indenture Trustee shall notify the Cap Provider of any proposed amendment or supplement to any of the Basic Documents. If such proposed amendment or supplement would adversely affect any of the Cap Provider's rights or obligations under the Interest Rate Cap Agreement, the Indenture Trustee shall obtain the consent of the Cap Provider prior to the adoption of such amendment or supplement; provided, that the Cap Provider's consent to any such amendment or supplement shall not be unreasonably withheld, and provided, further, that the Cap Provider's consent will be deemed to have been given if the Cap Provider does not object in writing within 10 days of receipt of a written request for such consent. SECTION 6.16 Preferred Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. ARTICLE SEVEN NOTEHOLDERS' LISTS AND REPORTS SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses. The Note Registrar shall furnish or cause to be furnished to the Indenture Trustee, the Owner Trustee, the Servicer or the Administrative Agent, within 15 days after receipt by the Note Registrar of a written request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most recent Deposit Date. If three or more Noteholders, or one or more Holders evidencing not less than 25% of the Outstanding Amount of the Notes (hereinafter referred to as "Applicants"), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture 39 Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders. The Indenture Trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrative Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived. If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the Issuer shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after each Deposit Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Deposit Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished. Notwithstanding the foregoing, so long as the Indenture Trustee is the Note Registrar no such list shall be required to be furnished to the Indenture Trustee, and so long as the Notes are issued as Book-Entry Notes, no such list shall be required to furnished to the Indenture Trustee, Owner Trustee, Servicer or Administrative Agent. SECTION 7.02 Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve in as current a form as is reasonably practicable the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 3.12(c). SECTION 7.03 Reports by Issuer. (a) The Issuer shall: (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by the rules and regulations prescribe) that the Issuer Indenture 40 may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Indenture Trustee and the Commission in accordance with the rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year, unless the fiscal year of the Servicer ends on some other date, in which case, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer. SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within 60 days after each March 31, beginning with March 31, 2005, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.01 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Indenture Default under this Indenture and any right to proceed thereafter as provided in Article Five. Indenture 41 SECTION 8.02 Accounts. (a) Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which is designated as the "Reserve Account". The Reserve Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (b) The Issuer shall cause the Transferor, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee. (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the 2004-A Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible Account, the Indenture Trustee, until the Outstanding Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as necessary, assist the Servicer in causing each Account to be moved to an institution at which it shall be an Eligible Account. SECTION 8.03 Payment Date Certificate. (a) Prior to 3:00 p.m., New York City time on the second Business Day preceding each Payment Date, the Issuer shall cause the Servicer, to deliver to the Indenture Trustee, the Owner Trustee and each Paying Agent hereunder or under the Trust Agreement, a certificate (the "Payment Date Certificate") including, among other things, the following information with respect to such Payment Date and the related Collection Period and Accrual Period: (i) the amount of SUBI Collections allocable to the 2004-A SUBI Certificate; (ii) Available Funds, including amounts with respect to each of items (i) through (iv) of the definition thereof; (iii) the amount of interest accrued during such Accrual Period on each Class of the Notes; (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, the Class-3b Balance, the Certificate Balance, in each case on the day immediately preceding such Payment Date; Indenture 42 (v) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; (vi) the Note Distribution Amount for each Class of Notes and the Certificate Distribution Amount; (vii) the amount of the Note Distribution Amount allocable to interest on and principal of the Notes and any Principal Carryover Shortfall for each Class of the Notes; (viii) the amount of any principal paid on, and Principal Carryover Shortfall for, the Trust Certificates; (ix) the Monthly Principal Distributable Amount and the Optimal Principal Distributable Amount; (x) the Note Factor for each Class of the Notes and the Certificate Factor for the Trust Certificates after giving effect to the distribution of the Note Distribution Amount and the Certificate Distribution Amount, respectively; (xi) the aggregate amount of Residual Value Losses and Residual Value Surplus for such Collection Period; (xii) the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds; (xiii) the amount of any Payment Date Advance Reimbursement for such Collection Period; (xiv) the Cap Payments and/or any Cap Termination Payment received by the Issuer from the Cap Provider; and (xv) the Servicing Fee for such Collection Period. Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of original principal balance of a Note or Trust Certificate, as applicable. (b) The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Payment Date Certificate delivered to the Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully protected in relying upon such Payment Date Certificate. Indenture 43 SECTION 8.04 Disbursement of Funds. (a) On each Payment Date, prior to 11:00 a.m., New York City time, the Titling Trustee (acting through the Trust Agent) shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 2004-A SUBI Collection Account all Securityholder Available Funds and apply such amount, in accordance with the following priorities: (i) to the Note Distribution Account, for payment to the Noteholders, an amount equal to the interest accrued at the applicable Interest Rate for such Class of Notes during the related Accrual Period on the applicable Outstanding Amount (plus any accrued and unpaid interest with respect to any prior Accrual Period) for such Class (and, to the extent permitted by applicable law, interest on any overdue interest at the Overdue Interest Rate), on a pro rata basis; (ii) to the related Distribution Account the Monthly Principal Distributable Amount distributable to each Class of Notes and the Trust Certificates, in the following order of priority: (A) on any Payment Date (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (1) to the Class A-1 Notes until the Class A-1 Notes have been paid in full; (2) after the principal amount of the Class A-1 Notes is reduced to zero, to the Class A-2 Notes until the Class A-2 Notes have been paid in full; (3) after the principal amount of the Class A-2 Notes is reduced to zero, to the Class A-3a Notes and the Class A-3b Notes pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until the Class A-3a Notes and Class A-3b Notes have been paid in full; (4) after the principal amount of the Class A-3a Notes and the Class A-3b Notes is reduced to zero, to the Certificate Distribution Account for distribution of principal to the Trust Certificateholders, until the Trust Certificates have been paid in full; and (B) on any Payment Date after the maturity of the Notes has been accelerated pursuant to Section 5.02: (1) to the Class A-1 Noteholders (until the Class A-1 Notes have been paid in full) and second, to the other Noteholders pro rata (based on the Outstanding Amount of each such Class on such Payment Date), until all Notes have been paid in full, and Indenture 44 (2) to the Certificate Distribution Account, for distribution to the Trust Certificateholders for amounts due and unpaid in respect of the principal amount of the Trust Certificates, until the Trust Certificates have been paid in full; (iii) until all Class of Notes have been paid in full, to the Reserve Account, any remaining funds, until the Reserve Account Requirement has been satisfied; and (iv) to the Certificate Distribution Account for the Transferor. (b) On each Payment Date, after taking into account amounts to be distributed to Securityholders from the 2004-A SUBI Collection Account, the Servicer will allocate the Reserve Account Draw Amount, if any, reflected in the Payment Date Certificate, with respect to the related Collection Period and will instruct the Indenture Trustee to make the following deposits and distributions in the following amounts and order of priority, prior to 11:00 a.m., New York City time: (i) to the Note Distribution Account, to pay any remaining interest due on the outstanding Notes on such Payment Date (and, to the extent permitted under applicable law, interest on any overdue interest at the Overdue Interest Rate); and (ii) to the Note Distribution Account, to pay principal of the Notes in the amounts and order of priority set forth in Section 8.04(a)(ii). (c) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Reserve Account, the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Indenture Trustee shall distribute any such excess amounts to the Transferor. Upon any such distributions, the Securityholders will have no further rights in, or claims to such amounts. (d) On each Payment Date or Redemption Date, from the amounts on deposit in the Note Distribution Account, the Indenture Trustee shall duly and punctually distribute payments of principal and interest on the Notes due and by check mailed to the Person whose name appears as the registered holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that the Note be submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of any Note issued upon the Indenture 45 registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest or principal shall be considered to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify each Person who was the registered holder of a Note as of the Deposit Date preceding the most recent Payment Date or Redemption Date by notice mailed not less than 15 but no more than 30 days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The Borough of Manhattan in The City of New York. (e) On each Payment Date, the Indenture Trustee shall send by first class mail an unaudited report (which may be or may be based upon the Payment Date Certificate prepared by the Servicer) to each Person that was a Noteholder as of the close of business on the related Deposit Date (which shall be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein), and each Rating Agency setting forth the following information with respect to such Payment Date or the related Deposit Date or Collection Period, as the case may be: (i) the amount of SUBI Collections allocable to the 2004-A SUBI Certificate; (ii) the amount of Available Funds; (iii) the amount of interest accrued during such Accrual Period on each Class of the Notes; (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, the Class A-3b Note Balance, the Outstanding Amount of the Certificate Balance, in each case before giving effect to payments on such Payment Date; (v) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; (vi) the Note Distribution Amount for each Class of Notes and the Certificate Distribution Amount; (vii) the amount of the Note Distribution Amount allocable to interest on and principal of the Notes and any Principal Carryover Shortfall for each Class of the Notes; (viii) the amount of any principal paid on, and Principal Carryover Shortfall for, the Trust Certificates; Indenture 46 (ix) the Note Factor for each Class of the Notes and the Certificate Factor for the Trust Certificates after giving effect to the distribution of the Note Distribution Amount and the Certificate Distribution Amount, respectively; (x) the aggregate amount of Residual Value Losses and Residual Value Surplus for such Collection Period; (xi) the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds; (xii) the amount of any Payment Date Advance Reimbursement for such Collection Period; (xiii) the Cap Payments and/or any Cap Termination Payment; and (xiv) the Servicing Fee for such Collection Period. Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of original principal balance of a Note or Trust Certificate, as applicable. Note Owners may obtain copies of such reports upon a request in writing to the Indenture Trustee at the Corporate Trust Office. SECTION 8.05 General Provisions Regarding Accounts. (a) For so long as no Default or Indenture Default shall have occurred and be continuing, all of the funds in the Reserve Account shall be invested and reinvested by the Indenture Trustee, until the Outstanding Amount of the Notes has been reduced to zero and thereafter by the Owner Trustee, at the direction of the Administrative Agent in Permitted Investments as set forth in Section 4.02(a) of the Titling Trust Agreement, which mature no later than the Deposit Date succeeding the date of such investment, including those offered by the Indenture Trustee or an Affiliate thereof. No such investment shall be sold prior to maturity. Any investment earnings on the Reserve Account will be taxable to the Transferor. On each Payment Date, net investment earnings on the Reserve Account shall be deposited in the Reserve Account. (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on any such Permitted Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Administrative Agent shall have failed to give investment directions for any funds on deposit in the Reserve Account to the Indenture Trustee by 3:00 p.m., New York City time (or such other time as may be agreed by the Administrative Agent and Indenture Trustee), on any Business Day or (ii) a Default or Indenture Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if the Notes shall have been declared due and payable following an Indenture Default, amounts collected or receivable from the Trust Estate are being applied in accordance Indenture 47 with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Permitted Investments as set forth in paragraph (vi) of the definition thereof. SECTION 8.06 Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include delivery to the Issuer or its designee of the 2004-A SUBI Certificate and delivery to the Securities Intermediary under the Control Agreement of a certificate evidencing the release of the lien of this Indenture and transfer of dominion and control over the Reserve Account to the Owner Trustee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of a Issuer Request. SECTION 8.07 Release of Interest In 2004-A Leases and 2004-A Vehicles Upon Purchase or Reallocation by the Servicer. (a) Upon the reallocation or purchase of any 2004-A Lease and related 2004-A Leased by the Servicer pursuant to Section 8.02 of the Servicing Agreement, the Indenture Trustee, on behalf of the Noteholders, shall, without further action, be deemed to release from the lien of this Indenture any and all rights to receive monies due or to become due with respect to such purchased or reallocated 2004-A Lease and related 2004-A Vehicle and all proceeds thereof and the other property with respect to such 2004-A Lease and related 2004-A Vehicle, and all security and any documents relating thereto, and such 2004-A Lease and related 2004-A Vehicle and all such related security and documents shall be free of any further obligation to the Issuer, the Indenture Trustee or the Noteholders. (b) The Indenture Trustee shall execute such documents and instruments and take such other actions as shall be reasonably requested by the Servicer to effect the release of such rights with respect to such 2004-A Lease and related 2004-A Vehicle pursuant hereto and the assignment of such 2004-A Lease and 2004-A Vehicle by the Issuer. SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at least seven day notice when requested by the Issuer to take any action pursuant to Section 8.06(a), accompanied by copies of any instruments involved, and the Indenture Trustee may also require (and shall require, to the extent required by the TIA), except in connection with any action Indenture 48 contemplated by Section 8.06(b), as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01 Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Noteholders, but with prior notice to each Rating Agency and subject to the satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when so requested by a Issuer Request, at any time and from time to time, may enter into one or more Indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; (iii) to add to the covenants of the Issuer for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, correct or supplement any provision herein or in any supplemental Indenture that may be defective or inconsistent with any other provision herein or in any supplemental Indenture or make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental Indenture that shall not be inconsistent with the provisions of this Indenture; provided that such other provisions shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the Indenture 49 provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental Indenture and to make any further appropriate agreements and stipulations as may be therein contained. (b) The Issuer and the Indenture Trustee, when requested by a Issuer Request, may enter into an Indenture or Indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. SECTION 9.02 Supplemental Indentures With Consent of Noteholders. The Issuer and the Indenture Trustee, when requested by a Issuer Request, also may, with the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an Indenture or Indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture subject to the satisfaction of the Rating Agency Condition and provided that no such supplemental Indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby: (a) change the Note Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (b) reduce the percentage of the Outstanding Amount, the consent of the Noteholders of which is required for any such supplemental Indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of this Indenture or Indenture Defaults hereunder and their consequences provided for in this Indenture; Indenture 50 (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Owner Trustee to sell the Trust Estate pursuant to Section 5.04, if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) modify any provision of this Section, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); (g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or (h) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. Any such supplemental Indenture shall be executed only upon delivery of an Opinion of Counsel to the same effect as in Section 9.01(b). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental Indenture and any such determination shall be conclusive upon all Noteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental Indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental Indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental Indenture relates a notice setting forth in general terms the substance of such supplemental Indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indenture. SECTION 9.03 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental Indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be Indenture 51 entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental Indenture is authorized or permitted by this Indenture. The Indenture Trustee may but shall not be obligated to enter into any such supplemental Indenture that affects the Indenture Trustee's own rights, duties, liabilities or indemnities under this Indenture or otherwise. SECTION 9.04 Effect of Supplemental Indenture. Upon the execution of any supplemental Indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Owner Trustee and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental Indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.05 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental Indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental Indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental Indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. ARTICLE TEN REDEMPTION OF NOTES SECTION 10.01 Redemption. (a) Pursuant to Section 9.01 of the Trust Agreement, the Servicer shall be permitted at its option to purchase the 2004-A SUBI Certificate from the Issuer on any Redemption Date relating to the exercise of an Optional Purchase. In connection with the exercise of an Optional Purchase, the Servicer will deposit the Optional Purchase Price into the 2004-A SUBI Collection Account on the Deposit Date relating to the Redemption Date. In connection with an Optional Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not in part, for the Redemption Price and the 2004-A SUBI Certificate shall be delivered to or upon the order of the Servicer. (b) In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to 11:00 a.m., New York City time, the Servicer shall transfer the Optional Purchase Price as part of the Available Funds from the 2004-A SUBI Collection Account as follows: (i) to the Note Distribution Account, the Redemption Price and (ii) to the Certificate Distribution Account, the Repayment Price. Indenture 52 (c) If the Notes are to be redeemed pursuant to this Section, the Administrative Agent or the Issuer shall provide at least 20 days' prior notice of the redemption of the Notes to the Indenture Trustee, the Owner Trustee and the Cap Provider, and the Indenture Trustee shall provide at least 15 days' (but no more than 30 days') notice thereof to the Noteholders. SECTION 10.02 Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed to each Holder of Notes as of the close of business on the Deposit Date preceding the applicable Redemption Date at such Holder's address appearing in the Note Register. In addition, the Administrative Agent shall notify each Rating Agency upon the redemption of the Notes, pursuant to the Trust Administration Agreement. All notices of redemption shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02); and (d) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note and that interest thereon shall cease to accrue from and after the Redemption Date. Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption (or any defect therein) to any Noteholder shall not impair or affect the validity of the redemption of any other Note. SECTION 10.03 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.02, become due and payable on the Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. ARTICLE ELEVEN MISCELLANEOUS SECTION 11.01 Compliance Certificates and Opinions. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and each Rating Agency (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if Indenture 53 any, have been complied with and (iii) if required by the TIA, an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) In addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture: (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall furnish to the Indenture Trustee (if so requested by the Indenture Trustee or required by the TIA) an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (ii) Whenever the Issuer would be required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above if such an Officer's Certificate had been required by the Indenture Trustee or required by the TIA, regardless of whether such an Officer's Certificate was so requested or required, the Issuer shall deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current calendar year of the Issuer, as set forth in the Officer's Certificate delivered pursuant to clause (i) above, is 10% or more of the Outstanding Amount; provided, however, such Independent Certificate need not be furnished with respect to any securities so deposited, if the fair Indenture 54 value thereof to the Issuer as set forth in the related Officer's Certificate is less than $25,000 or less than 1% of the Outstanding Amount. (iii) Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee (if so requested by the Indenture Trustee or required by the TIA) an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person, the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (iv) Whenever the Issuer would be required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above if such an Officer's Certificate had been required by the Indenture Trustee or required by the TIA, regardless of whether such an Officer's Certificate was so requested or required, the Issuer shall furnish to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities and of all other property, or securities (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the Officer's Certificates required by clause (iii) above and this clause, equals 10% or more of the Outstanding Amount, but such Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate is less than $25,000 or less than 1% of the Outstanding Amount. (v) Notwithstanding Section 2.08 or any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Collateral as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Accounts as and to the extent permitted or required by the Basic Documents. SECTION 11.02 Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers of the Administrative Agent, the Transferor or the Issuer, stating that the Indenture 55 information with respect to such factual matters is in the possession of the Administrative Agent, the Transferor or the Issuer, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any terms hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six. SECTION 11.03 Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind the holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. SECTION 11.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United Indenture 56 States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Issuer c/o the Owner Trustee, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration with a copy to the Administrative Agent, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Indenture Trustee, at Wrigley Building, 400 N. Michigan Ave., 2nd Floor, Chicago, IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2004-A; (iii) if to Moody's, to 99 Church Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor's, to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York, 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring Group; (v) if to Fitch, at Fitch, Inc., One State Street Plaza, New York, New York 10004 (telecopier no.(212) 480-4438), Attention: Romaana Zia ;or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. SECTION 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class, postage prepaid to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest and not earlier than the earliest date prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. Where this Indenture provides for notice to each Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Indenture Default. SECTION 11.06 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Indenture 57 SECTION 11.07 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors. SECTION 11.08 Severability. If any one or more of the covenants, agreement, provisions or terms of this Indenture shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes, the Interest Rate Cap Agreement or the Trust Certificates or the rights of the Holders thereof. SECTION 11.09 Benefits of Indenture. Nothing in this Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders (and, with respect to Sections 8.03 and 8.04, the Trust Certificateholders), any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 11.10 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. SECTION 11.11 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 11.12 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 11.13 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer accompanied by an Opinion of Counsel (who may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. SECTION 11.14 Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith Indenture 58 or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Trust Certificateholder, (iii) any owner of a beneficial interest in the Issuer or (iv) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Trust Certificateholder, the Owner Trustee or of the Indenture Trustee or any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. SECTION 11.15 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note or in the case of a Note Owner, a beneficial interest in a Note, hereby covenant and agree that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2004-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2004-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. SECTION 11.16 No Recourse. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. SECTION 11.17 Inspection. The Issuer agrees that on reasonable prior notice it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies Indenture 59 and extracts therefrom, to cause such books to be audited by Independent certified public accountants and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information, except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. SECTION 11.18 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement. SECTION 11.19 Assignment of the Interest Rate Cap Agreement. (a) The Issuer, in furtherance of the covenants of this Indenture and as security for the Notes and the performance and observance of the provisions hereof, hereby assigns, transfers, conveys and sets over to the Indenture Trustee, for the benefit of the Noteholders, all of the Issuer's estate, right, title and interest in, to and under the Interest Rate Cap Agreement, including, without limitation, (i) all of the Issuer's interest in all securities, monies and proceeds held by the Cap Provider thereunder, (ii) the right to give all notices, consents and releases thereunder, (iii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Cap Provider, thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iv) the right to receive all notices, accountings, consents, releases and statements thereunder and (v) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided so long as no Indenture Default has occurred and is continuing hereunder, the Indenture Trustee hereby grants the Issuer a license to exercise all of the Issuer's rights pursuant to the Interest Rate Cap Agreement without notice to or the consent of the Indenture Trustee (except as otherwise expressly required by this Indenture), which license shall be and is hereby deemed to be automatically revoked upon the occurrence of any Indenture Default until such time, if any, as the Indenture Default is cured or waived. The Indenture Trustee shall have no liability with respect to any act or failure to act by the Issuer under the Interest Rate Cap Agreement (provided that this sentence shall not limit or relieve the Indenture Trustee from any responsibility it may have under this Indenture upon the occurrence of and during the continuance of any Indenture Default hereunder). (b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the Indenture 60 provisions of the Interest Rate Cap Agreement, nor shall any of the obligations contained in the Interest Rate Cap Agreement be imposed on the Indenture Trustee. (c) Upon the retirement of the Notes and the release of the Trust Estate from the lien of this Indenture, this assignment and all rights herein assigned to the Indenture Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Indenture Trustee and the Noteholders in, to and under the Interest Rate Cap Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion. (d) The Issuer represents that the Issuer has not executed any other assignment of the Interest Rate Cap Agreement. (e) The Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer will, upon the request of the Indenture Trustee, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Indenture Trustee may specify. (f) The Issuer further agrees, with respect to the Interest Rate Cap Agreement, as follows: (i) The Issuer will obtain on or before the Closing Date the acknowledgement by Cap Provider that the Issuer is assigning all of its right, title and interest in, to and under the Interest Rate Cap Agreement to the Indenture Trustee for the benefit of the Noteholders. (ii) Prior to the occurrence of an Indenture Default the Issuer will deliver to the Indenture Trustee copies of all notices and communications delivered or required to be delivered to the Issuer pursuant to the Interest Rate Cap Agreement, but only if such notice or communication relates to any (i) default under, (ii) early termination or (iii) amendment of, the Interest Rate Cap Agreement. (iii) The Issuer will not enter into any agreement amending, modifying or terminating the Interest Rate Cap Agreement, without prior written consent of the Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, and written confirmation by the Rating Agencies that such amendment, modification or termination would not cause the ratings of any Class of Notes to be reduced or withdrawn; provided (A) that the consent of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, and confirmation by the Rating Agencies shall not be required for an amendment or modification to cure any ambiguity or to correct or supplement any provision with respect to matters or questions arising under the Interest Rate Cap Agreement which shall not be inconsistent with the provisions thereof or of this Indenture, in each case so long as such amendment or modification does not affect in any material respects the interests of any Noteholder (as evidenced by an Opinion of Counsel acceptable to the Indenture Trustee) and (B) neither the consent of Noteholders holding not less than a Majority Interest of the Notes, voting Indenture 61 together as a single class, confirmation by the Rating Agencies nor an Opinion of Counsel shall be required with respect to any amendment or modification that either only corrects a manifest error or is principally and manifestly for the benefit of the Noteholders. SECTION 11.20 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. Indenture 62 IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. NISSAN AUTO LEASE TRUST 2004-A By: Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee By: _____________________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: _________________________________________________ Name: Title: Receipt of this original counterpart of this Agreement is hereby acknowledged on this _________ day of _________, 2004. NILT, INC., as Titling Trustee By: _________________________________________________ Name: Title: Indenture S-1 STATE OF DELAWARE COUNTY OF NEW CASTLE BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Wilmington Trust Company, not in its individual capacity but as Owner Trustee of the NISSAN AUTO LEASE TRUST 2004-A, a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _________th day of _________, 2004. Notary Public in and for the State of DELAWARE (Seal) My commission expires: ____________ Indenture STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Indenture Trustee of the NISSAN AUTO LEASE TRUST 2004-A, a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this __th day of October, 2004. Notary Public in and for the State of ILLINOIS (Seal) My commission expires: ___________ Indenture EXHIBIT A FORM OF CLASS A-1 NOTE SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE Indenture. THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. Indenture A-1 NISSAN AUTO LEASE TRUST 2004-A _____ % ASSET BACKED NOTE, CLASS A-1 REGISTERED $_________ No. R-___ CUSIP NO. _________ Nissan Auto Lease Trust 2004-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on _________, 2004 (each, a "Payment Date"), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class A-1 Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate per annum shown above (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire Class A-1 Note Balance shall be due and payable on the earlier of _________ (the "Note Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. Indenture IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below. Dated: ________, 2004 NISSAN AUTO LEASE TRUST 2004-A, By: Wilmington Trust Company, as Owner Trustee By: _____________________________________________ Name: Title: Indenture TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: _________, 2004 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: _______________________________ Name: Title: Indenture [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "____% Asset Backed Notes, Class A-1" (herein called the "Notes") issued under an Indenture, dated as of _________, 2004 (such Indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all Indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full. Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note Indenture (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York. As provided in the Indenture, the Servicer will be permitted at its option to purchase the 2004-A SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to 10% of the Initial Securities Balance. The purchase price (the "Optional Purchase Price") for the 2004-A SUBI Certificate shall equal the Securitization Value of the 2004-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 2004-A SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon and the 2004-A SUBI Certificate shall be delivered to the Servicer. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any Indenture such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. Each Noteholder by acceptance of a Note, or in the case of a Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2004-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2004-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. Indenture The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Indenture ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________ _______________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:(1) Signature Guaranteed: _____________________________________ - ------------------------------ (1) The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Indenture FORM OF CLASS A-[2] [3b] NOTE SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE Indenture. THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. Indenture NISSAN AUTO LEASE TRUST 2004-A _____ % ASSET BACKED NOTE, CLASS A-[2] [3b] REGISTERED $_________ No. R-___ CUSIP NO. _________ Nissan Auto Lease Trust 2004-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on _________, 2004 (each, a "Payment Date"), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class A-[2] [3b] Note Balance as of the period from and including the 15th day of each month (after giving effect to all payments of principal made on the preceding Payment Date) to but excluding the 15th day of the immediately succeeding month, or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate per annum shown above (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire [Class A-2] [Class A-3b] Note Balance shall be due and payable on the earlier of _________ (the "Note Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. Indenture IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below. Dated: ________, 2004 NISSAN AUTO LEASE TRUST 2004-A, By: Wilmington Trust Company, as Owner Trustee By: __________________________________________ Name: Title: Indenture TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: _________, 2004 [U.S. BANK NATIONAL ASSOCIATION], as Indenture Trustee By: __________________________________ Name: Title: Indenture [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "____% Asset Backed Notes, Class A-[2] [3b]" (herein called the "Notes") issued under an Indenture, dated as of _________, 2004 (such Indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all Indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes and Class A-3b Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full. Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note Indenture (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York. As provided in the Indenture, the Servicer will be permitted at its option to purchase the 2004-A SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to 10% of the Initial Securities Balance. The purchase price (the "Optional Purchase Price") for the 2004-A SUBI Certificate shall equal the Securitization Value of the 2004-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and upaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 2004-A SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 2004-A SUBI Certificate shall be delivered to the Servicer. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any Indenture such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. Each Noteholder by acceptance of a Note, or in the case of a Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2004-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2004-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. Indenture The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Indenture ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ______________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________ _______________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:(1) Signature Guaranteed: __________________________________ - --------------------------- (1) The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Indenture FORM OF CLASS A-3a NOTE SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE. THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. Indenture NISSAN AUTO LEASE TRUST 2004-A FLOATING RATE ASSET BACKED NOTE, CLASS A-3a REGISTERED $_________ No. R-___ CUSIP NO. _________ Nissan Auto Lease Trust 2004-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on _________, 2004 (each, a "Payment Date"), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class A-3a Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate of one-month LIBOR/plus ____% (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire Class A-3a Note Balance shall be due and payable on the earlier of _________ (the "Note Final Payment Scheduled Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. Indenture IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below. Dated: ________, 2004 NISSAN AUTO LEASE TRUST 2004-A, By: Wilmington Trust Company, as Owner Trustee By: ____________________________________ Name: Title: INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: _________, 2004 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: ____________________________________ Name: Title: Indenture A-19 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "Floating Rate Asset Backed Notes, Class A-3a" (herein called the "Notes") issued under an Indenture, dated as of _________, 2004 (such Indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all Indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes and Class A-3b Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full. Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note Indenture (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York. As provided in the Indenture, the Servicer will be permitted at its option to purchase the 2004-A SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to 10% of the Initial Securities Balance. The purchase price (the "Optional Purchase Price") for the 2004-A SUBI Certificate shall equal the Securitization Value of the 2004-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and upaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 2004-A SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 2004-A SUBI Certificate shall be delivered to the Servicer. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any Indenture such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. Each Noteholder by acceptance of a Note, or in the case of a Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2004-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2004-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. Indenture The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Indenture ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________ _______________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:(1) Signature Guaranteed: ___________________________________ - ---------------------------- (1) The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Indenture EXHIBIT B FORM OF DEPOSITORY AGREEMENT Indenture B-1 EX-10.1 5 a01146exv10w1.txt FORM OF AGREEMENT OF DEFINITIONS Exhibit 10.1 AGREEMENT OF DEFINITIONS by and among NISSAN MOTOR ACCEPTANCE CORPORATION NISSAN AUTO LEASING LLC II NISSAN AUTO LEASE TRUST 2004-A NISSAN-INFINITI LT NILT TRUST NILT, INC. WILMINGTON TRUST COMPANY U.S. BANK NATIONAL ASSOCIATION Dated as of _________, 2004 AGREEMENT OF DEFINITIONS This Agreement of Definitions ("Agreement of Definitions"), dated as of _________, 2004, is by and among Nissan Auto Lease Trust 2004-A, as issuer (the "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 National Association, a national banking association ("U.S. Bank"), as trust agent and indenture trustee (in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively). RECITALS A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among the Grantor, the Servicer, the Trustee, the Owner Trustee, and the Trust Agent, the Titling Trust was formed to take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); B. The UTI Beneficiary, the Servicer, and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the "Basic Servicing Agreement"), by and among the UTI Beneficiary, the Servicer, and the Issuer, which provides for, among other things, the servicing of the Trust Assets by the Servicer; C. Pursuant to the Titling Trust Agreement, from time to time the Trustee, on behalf of the Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the books and records of the Titling Trust certain Trust Assets and create and issue one or more special units of beneficial interest (each, a "SUBI"), the beneficiaries of which generally will be entitled to the net cash flows arising from such Trust Assets; D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by the 2004-A SUBI Supplement, the "SUBI Trust Agreement") to create a SUBI (the "2004-A SUBI"); E. The parties hereto desire to identify and allocate to the 2004-A SUBI a separate portfolio of Trust Assets consisting of leases (the "2004-A Leases") and certain other related Trust Assets and the vehicles that are leased under the 2004-A Leases (the "2004-A Vehicles"); F. The parties hereto also desire that the Titling Trust issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 2004-A SUBI (the "2004-A SUBI Certificate"); G. NILT Trust will transfer the 2004-A SUBI Certificate and the 2004-A SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "SUBI Certificate Transfer Agreement"). NALL II will further transfer the 2004-A SUBI Certificate and the 2004-A SUBI Assets evidenced thereby to the Issuer pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "Trust SUBI Certificate Transfer Agreement"). 1 H. Pursuant to the Indenture, dated as of _________, 2004 (the "Indenture"), by and between the trust and the Indenture Trustee, the Issuer will (i) issue $_________ aggregate principal amount of _________% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $_________ aggregate principal amount of _________% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $_________ aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3a (the "Class A-3a Notes"), and $_________ aggregate principal amount of _________% Asset Backed Notes, Class A-3b (the "Class A-3b Notes," and, together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3a Notes, the "Notes"); and (ii) pledge the 2004-A SUBI Certificate and the 2004-A SUBI Assets evidenced thereby to the Indenture Trustee for the benefit of the holders of the Notes; I. The parties hereto also desire to register a pledge of the 2004-A SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes; J. The parties hereto have agreed to enter into this Agreement of Definitions in an effort to establish and agree upon a single set of definitions for any capitalized term used and not otherwise defined in any documents executed in connection with the 2004-A SUBI if such document references this Agreement of Definitions. NOW, THEREFORE, in consideration of the parties' mutual agreement to rely upon the definitions contained herein in the interpretation of certain of the Basic Documents (as defined herein), the parties hereto agree as follows: Section 1.01. Definitions. In the event of any conflict or inconsistency between a definition set forth both herein and in any of the Basic Documents, the definitions set forth in each such Basic Document shall prevail with respect to such Basic Document. For all purposes of this Agreement of Definitions, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement of Definitions include, as appropriate, all genders and the plural as well as the singular, (ii) the term "include" and all variations thereof mean "include without limitation," (iii) the term "or" means "and/or," (iv) the term "proceeds" has the meaning ascribed to such term in the UCC, (v) any reference herein to an agreement includes any amendment, supplement or restatement thereof, (vi) any reference herein to any person includes, as applicable, any successors and permitted assigns of that person, and (vii) any reference herein to any statute means that statute, as it has been amended, and including all rules and regulations promulgated thereunder. Whenever any agreement relates to the Basic Documents or to the transactions contemplated by the Basic Documents, subject to the preceding paragraph, the capitalized terms used without definition in such agreement shall have the following meanings: "Accountant" means a firm of public accountants of nationally recognized standing. "Accounts" means the Note Distribution Account and the Reserve Account. "Accrual Period" means (i) with respect to any Payment Date and the Class A-1 Notes and the Class A-3a Notes, the period from and including the immediately preceding Payment Date to but excluding the current Payment Date, or, in the case of the first Payment Date or if no interest has yet been paid, from and including the Closing Date to, but excluding, the first Payment Date and (ii) with respect to any Payment Date and the Class A-2 Notes and the Class A-3b Notes, the period from and including the 15th day of each month to but excluding the 15th day of the immediately succeeding month, or with respect to the first Payment Date, from and including the Closing Date to, but excluding, the first Payment Date. 2 "Act" has the meaning set forth in Section 11.03(a) of the Indenture. "Administrative Agent" means NMAC, as Administrative Agent under the Trust Administration Agreement. "Administrative Charge" means, with respect to any Lease, any payment (whether or not part of the fixed monthly payment) payable to the related Lessor representing a late payment fee, an Extension Fee, an allocation to the related Lessee of insurance premiums, sales, personal property or excise taxes or any other similar charge, plus any disposition fee, with respect to any Lease or Leased Vehicle. "Administrative Lien" means a first lien upon any Certificate of Title deemed necessary and useful by the Servicer or by the UIT Beneficiary and the Servicer solely to provide for delivery of title documentation to the Titling Trustee or its designee. "Advance" means a Sales Proceeds Advance or a Monthly Payment Advance, as the context may require. "Affiliate" of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan) or (ii) is an officer, director, member or partner of such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" another Person if such Person possesses, directly or indirectly, the power (i) to vote 5% or more of the securities (on a fully diluted basis, having ordinary voting power for the election of directors, members or managing partners of such Person) or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Aggregate Certificate Balance" means, as of any date, the aggregate principal amount of the Trust Certificates as of such date. "Agreement of Definitions" means this Agreement of Definitions. "Assets" has the meaning set forth in Section 2.01 to the SUBI Certificate Transfer Agreement. "Assignee-Secured Party" U.S. Bank, acting in such capacity under the Control Agreement. "Auction Proceeds" means, with respect to a Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any vehicle which is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds. "Authenticating Agent" means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes or any Person authorized by the Owner Trustee to act on behalf of the Owner Trustee to authenticate and deliver the Trust Certificates, as the context may require. "Authorized Newspaper" means a newspaper of general circulation in The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays, and holidays. 3 "Authorized Officer" means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date and (ii) so long as the Trust Administration Agreement is in effect, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Administrative Agent, and (b) with respect to the Servicer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Servicer. "Automotive Lease Guide" means the publication of such name, which includes residual factors, or any successor publication. "Available Funds" means, for any Payment Date and the related Collection Period, the sum of the following amounts: (i) SUBI Collections, (ii) Advances, (iii) in the case of an Optional Purchase, the Optional Purchase Price and (iv) Cap Payments and Cap Termination Payments made by the Cap Provider to the Issuer. "Available Funds Shortfall Amount" means, for any Payment Date and the related Collection Period, the amount, if any, by which Available Funds are less than (i) the Servicer Monthly Payment and (ii) the amount necessary to make the distributions in clauses (i) through (ii) of Section 8.04(a) of the Indenture, except that the Optimal Principal Distributable Amount rather than the Monthly Principal Distributable Amount shall be used for purposes of clause (ii). "Available Principal Distribution Amount" means, for any Payment Date and the related Collection Period, an amount equal to the sum of the amount of (i) Available Funds remaining after the Servicer has been paid the Payment Date Advance Reimbursement and the Servicing Fee (together with any unpaid Servicing Fees in respect of one or more prior Collection Periods) and accrued interest has been paid on the Notes and (ii) the Reserve Account Draw Amount remaining after accrued interest has been paid on the Notes. "Back-Up Event" means that a court of competent jurisdiction has made a determination or ruling that has the effect of allowing realization on the security intended to be provided to the Indenture Trustee by the Transfer Documents only if such transactions are deemed to constitute a loan by any or all of the Securityholders, secured directly by a pledge of the 2004-A SUBI Assets or any interest therein (rather than by the 2004-A SUBI Certificate and the beneficial interest in the 2004-A SUBI Assets represented thereby). "Back-up Security Agreement" means the security agreement, dated as of _________, 2004, among NMAC, the Titling Trust, NILT Trust, the Transferor, the Issuer, and the Indenture Trustee. "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq. "Basic Documents" means the Servicing Agreement, the SUBI Trust Agreement, the Trust Agreement, the Trust Administration Agreement, the Indenture, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement, the Control Agreement, the Underwriting Agreement, the Back-up Security Agreement, the 2004-A SUBI Certificate, the Interest Rate Cap Agreement, and the Securities. "Basic Servicing Agreement" means the servicing agreement, dated as of March 1, 1999, among the Titling Trust, NILT Trust, the UTI Beneficiary, and NMAC, as servicer. 4 "Beneficiaries" means, collectively, the Related Beneficiaries of all Sub-Trusts, and "Beneficiary" means any of such Beneficiaries. "Benefit Plan" means (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) an entity whose underlying assets include "plan assets" by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or otherwise (including, for purposes of this clause, any insurance company general account). "Book-Entry Notes" means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.09 of the Indenture. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, California, Illinois or New York are authorized or obligated by law, executive order, or government decree to be closed. "Calculation Agent" means U.S. Bank, acting in such capacity under the Indenture. "Calculation Date" means, with respect to any Collection Period, the 15th calendar day of the immediately succeeding Collection Period, or if such day is not a Business Day, the Business Day immediately preceding such calendar day. "Cap Event of Default" means (i) the failure of the Cap Provider to pay any amount when due under the Interest Rate Cap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Cap Provider as specified in the Interest Rate Cap Agreement; and (iii) certain other standard events of default as specified in the Interest Rate Cap Agreement. "Cap Payments" means on any Payment Date the amount, if any, then payable by the Cap Provider to the Issuer, excluding any Cap Termination Payments. "Cap Provider" means JPMorgan Chase Bank, as Cap Provider under the Interest Rate Cap Agreement, or any successor or replacement Cap Provider from time to time under the Interest Rate Cap Agreement. "Cap Termination Event" means any Termination Event specified in the Interest Rate Cap Agreement. "Cap Termination Payment" means any termination payment payable by the Cap Provider to the Issuer under the Interest Rate Cap Agreement. "Casualty Termination" as of any date means any Lease that has been terminated prior to its Maturity Date if the related Leased Vehicle has been lost, stolen or damaged beyond economic repair. "Certificate Balance" means, as of any date, the aggregate principal amount of the Trust Certificates as of such date. "Certificate Distribution Account" means the account established pursuant to Section 5.01(a) to the Trust Agreement. 5 "Certificate Distribution Amount" means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date. "Certificate Factor" means, with respect to the Trust Certificates on any Payment Date, the seven digit decimal equivalent of a fraction, the numerator of which is the Certificate Balance on such Payment Date (after giving effect to any payment of principal on such Payment Date), and the denominator of which is the Certificate Balance on the Closing Date. "Certificate of Title" has the meaning set forth in the Titling Trust Agreement. "Certificate of Trust" means the Certificate of Trust filed for the Issuer pursuant to Section 3810(a) of the Statutory Trust Statute. "Certificate Register" and "Certificate Registrar" mean the register mentioned in and the registrar appointed pursuant to Section 3.04 of the Trust Agreement. "Claims" means all liabilities, claims and expenses (including reasonable legal and other professional fees and expenses). "Class" means a group of Notes the form of which is identical except for variation in denomination, principal amount or owner, and references to "each Class" means each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes. "Class A-1 Interest Rate" means _________% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year). "Class A-1 Note Balance" means, as of any date, the Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes. "Class A-1 Noteholder" means, as of any date, the Person in whose name a Class A-1 Note is registered on the Note Register on such date. "Class A-1 Notes" has the meaning set forth in the preamble to the Indenture. "Class A-2 Interest Rate" means _________% per annum (computed on the basis of a 360-day year of twelve 30-day months). "Class A-2 Note Balance" means, as of any date, the Initial Class A-2 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2 Notes. "Class A-2 Noteholder" means, as of any date, the Person in whose name a Class A-2 Note is registered on the Note Register on such date. "Class A-2 Notes" has the meaning set forth in the preamble to the Indenture. "Class A-3a Interest Rate" means LIBOR plus _________% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year). "Class A-3a Note Balance" means, as of any date, the Initial Class A-3a Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3a Notes. 6 "Class A-3a Noteholder" means, as of any date, the Person in whose name a Class A-3a Note is registered on the Note Register on such date. "Class A-3a Notes" means has the meaning set forth in the preamble to the Indenture. "Class A-3b Interest Rate" means _________% per annum (computed on the basis of a 360-day year of twelve 30-day months). "Class A-3b Note Balance" means, as of any date, the Initial Class A-3b Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3b Notes. "Class A--3b Notes" has the meaning set forth in the preamble to the Indenture. "Class Balance" means, as of any date, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, or the Class A-3b Note Balance, as applicable. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act and shall initially be DTC. "Clearing Agency Participant" means a broker, dealer, bank, or other financial institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" means _________, 2004. "Code" means the Internal Revenue Code of 1986. "Collateral" has the meaning set forth in Section 2.01(a) of the Back-up Security Agreement and in the Granting Clause of the Indenture, as the context may requires. "Collection Account" means, with respect to any Sub-Trust, the account created, designated and maintained as such pursuant to Section 4.02 of the Titling Trust Agreement. "Collection Period" has the meaning set forth in the Servicing Agreement. "Commission" means the Securities and Exchange Commission. "Contingent and Excess Liability Insurance Policy" has the meaning set forth in the Basic Servicing Agreement. "Contract Residual" means, with respect to any Lease, the expected value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with its customary practices for the purpose of determining the Monthly Payment. "Control Agreement" means the control agreement, dated as of _________, 2004, among the Issuer, the Indenture Trustee, as Indenture Trustee and as Secured Party, and U.S. Bank, as Securities Intermediary. "Co-Trustee" has the meaning set forth in the Basic Servicing Agreement. 7 "Credit and Collection Policy" has the meaning set forth in the Basic Servicing Agreement. "Corporate Trust Office" means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Indenture is located at Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee shall notify the Noteholders and the Issuer). "Cutoff Date" means the close of business on _________, 2004. "Dealer" has the meaning set forth in the Titling Trust Agreement. "Default" means any occurrence that is, or with notice or lapse of time or both would become, an Indenture Default. "Defaulted Lease" means any Lease that (a) by its terms, is delinquent more than 120 days, (b) by its terms is delinquent less than 120 days and the Servicer has (i) determined, in accordance with the Credit and Collection Policy, that eventual payment in full is unlikely or (ii) repossessed the related Leased Vehicle (including, but not limited to, as a result of the Lessee's failure to maintain insurance coverage required by the Lease, the failure of the Lessee to timely or properly perform any obligation under the Lease, or any other act by the Lessee constituting a default under applicable law), or (c) received notification that the related Lessee is subject to bankruptcy proceedings under Chapter 13 under the Bankruptcy Code. "Defaulted Vehicle" means the Leased Vehicle related to a Defaulted Lease. "Definitive Note" means a definitive fully registered Note. "Delaware Trustee" has the meaning set forth in the preamble to this Agreement of Definitions. "Deposit Date" means, with respect to a Payment Date or Redemption Date, the close of business on the day immediately preceding such Payment Date or Redemption Date, as the case may be. "Depository Agreement" means the agreement among the Issuer, the Indenture Trustee and DTC, as the initial Clearing Agency, dated as of the Closing Date, substantially in the form of Exhibit B to the Indenture. "Designated LIBOR Page" means the display on Bridge Telerate, Inc. or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates on major banks for U.S. dollars. "Disposition Expenses" means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer. "Distribution Account" means either the Note Distribution Account or the Certificate Distribution Account, as the context may require. 8 "Distribution Statement" has the meaning set forth in Section 5.02(c) of the Trust Agreement between NALL II and the Owner Trustee. "DTC" means The Depository Trust Company. "Early Termination Charge" means, with respect to any 2004-A Lease that is terminated prior to its Maturity Date, an amount equal to the lesser of (i) the difference, if any, between (a) the sum of (1) the present value of all remaining Monthly Payments and (2) the Contract Residual of the related 2004-A Vehicle and (b) a wholesale value assigned to such 2004-A Vehicle by the Servicer in accordance with accepted practices in the automobile industry (or by written agreement between the Servicer, on behalf of the Titling Trust, and the Lessee) and (ii) the remaining Monthly Payments. "Early Termination Purchase Option Price" means, with respect to any 2004-A Lease that is terminated prior to its Maturity Date, the amount paid by the related Lessee or a Dealer to purchase the related 2004-A Vehicle. "Eligible Account" means an account maintained with a depository institution or trust company (i) (a) the short-term unsecured debt obligations of which have the Required Deposit Rating or (b) having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and (ii) which is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company. "Entitlement Holder" means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset. "Entitlement Order" means a notification directing the Securities Intermediary to transfer or redeem a financial asset. "ERISA" means the Employee Retirement Income Security Act of 1974. "Excess Amounts" means, as of any Payment Date, the amount remaining in the 2004-A SUBI Collection Account after the distributions provided for in clauses (i) through (ii) of Section 8.04(a) of the Indenture have been made. "Excess Mileage and Excess Wear and Tear Charges" or "Excess Mileage Fee" means, with respect to any 2004-A Lease or 2004-A Vehicle, any applicable charge for excess mileage or excess wear and tear. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Executive Officer" means, with respect to any (i) corporation or depository institution, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary, or the Treasurer of such corporation or depository institution, and (ii) partnership, any general partner thereof. "Expenses" means all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses, and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever. 9 "Extended Lease" means any Lease that has had its original Maturity Date extended by the Servicer. "Extension Fee" means, with respect to any Extended Lease, any payment required to be made by the Lessee in connection with the extension of such Lease. "Financial Asset" has the meaning set forth in Section 8-102(a)(9) of the New York UCC. "Fitch" means Fitch, Inc. "Force Majeure Event" has the meaning set forth in the Basic Servicing Agreement. "Grant" means to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture, and, with respect to the Collateral or any other agreement or instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Grantor" has the meaning set forth in the preamble to the Titling Trust Agreement. "Holder" has the meaning set forth in the Titling Trust Agreement. "Indemnified Parties" has the meaning set forth in Section 8.01(a) to the Trust Agreement. "Indenture" means the indenture, dated as of _________, 2004 between the Trust and U.S. Bank, as Indenture Trustee. "Indenture Default" has the meaning set forth in Section 5.01 of the Indenture. "Indenture Trustee" means U.S. Bank, as Indenture Trustee under the Indenture. "Independent" means, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Administrative Agent and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director, or Person performing similar functions. "Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01(b), made by an Independent appraiser or other expert appointed by a Trust Order, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof. 10 "Independent Manager" means an individual who was not, at the time of such appointment or at any time in the preceding five years: (i) a director, officer, or employee of any Affiliate of the Transferor (other than any limited purpose or special purpose corporation or limited liability company similar to the Transferor); (ii) a person related to any officer or director of any Affiliate of the Transferor (other than any limited purpose or special purpose corporation or limited liability company similar to the Transferor); (iii) a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Transferor; (iv) a person related to a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Transferor; (v) a material creditor, material supplier, employee, officer, director, family member, manager or contractor of the Transferor or any of its Affiliates; or (vi) a person who controls the Transferor or its Affiliates or any material creditor, material supplier, employee, officer, director, manager, or material contractor of the Transferor or any of its Affiliates. "Initial Class A-1 Note Balance" means $_________. "Initial Class A-2 Note Balance" means $_________. "Initial Class A-3a Note Balance" means $_________. "Initial Class A-3b Note Balance" means $_________. "Initial Class Balance" means the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note Balance or the Initial Class A-3b Note Balance. "Initial Deposit Amount" means the Issuer's deposit to the Reserve Account, on or before the Closing Date, of $_________. "Initial Note Balance" means the sum of the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note Balance, and the Initial Class A-3b Note Balance. "Initial Secured Party" has the meaning set forth in the preamble to the Control Agreement. "Initial Securities Balance" means the initial principal amount of the Notes and the Trust Certificates. "Initial Trust Certificate Balance" means $_________. "Insurance Expenses" with respect to any 2004-A Vehicle, 2004-A Lease or Lessee, means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the customary servicing procedures of the Servicer or (iii) representing other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under the SUBI Trust Agreement. "Insurance Policy" means any insurance policy (including any self-insurance), including any residual value insurance policy, guaranteed automobile protection policy, comprehensive, collision, public liability, physical damage, personal liability, contingent and excess liability, accident, health, credit, life, or unemployment insurance or any other form of insurance or self-insurance, to the extent such insurance policy relates to the 2004-A Vehicles or the ability of a Lessee to make required payments with respect to the related 2004-A Lease. 11 "Insurance Proceeds" means, with respect to any 2004-A Vehicle, 2004-A Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or the Trustee on behalf of the Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance and amounts collected from a Lessee for amounts of deductibles not covered by Insurance Policies). "Interest" means, as of any date, the ownership interest of a Trust Certificateholder (including the Transferor as holder of the Transferor Trust Certificate) in the Issuer as of such date, including the right of such Trust Certificateholder to any and all benefits to which such Trust Certificateholder may be entitled as provided in this Agreement, together with the obligations of such Trust Certificateholder to comply with all the terms and provisions of this Agreement. "Interest Determination Date" means, with respect to any Interest Period, the day that is two London Business Days prior to the related Interest Reset Date. "Interest Rate" means the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, or the Overdue Interest Rate, as applicable. "Interest Rate Cap Agreement" means 1992 International Swaps and Derivatives Association, Inc. Master Agreement (Multi Currency-Cross Border) dated as of _________, 2004 (the "1992 ISDA Master Agreement"), including all schedules and confirmations thereto, between the Issuer and the Cap Provider, as the same may be amended, supplemented, renewed, extended or replaced from time to time. "Interest Reset Date" means, with respect to any Interest Period, the first day of such Interest Period; provided that if any Interest Reset Date would otherwise be a day that is not a Business Day, that Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that if that Business Day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding Business Day. "Interest Period" means the Accrual Period with respect to the Class A-3a Notes. "Investment Company Act" means the Investment Company Act of 1940. "Issuer" means Nissan Auto Lease Trust 2004-A, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes. "Issuer Order" and "Issuer Request" means a written order or request of the Issuer signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. "Lease" means any lease contract for a Leased Vehicle assigned . "Lease Documents" has the meaning set forth in the Basic Servicing Agreement; provided that such definition shall refer only to lease documents related to Leases allocated to the 2004-A Lease SUBI. "Leased Vehicle" means a new or used Nissan or Infiniti automobile, sport utility vehicle, minivan or light-duty truck, together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a Lessee pursuant to a Lease. 12 "Lessee" means each Person that is a lessee under a Lease, including any Person that executes a guarantee on behalf of such lessee; provided that such definition shall refer only to Lessees of Leases allocated to the 2004-A SUBI. "Lessee Partial Monthly Payment" means, in connection with the payment by a Lessee of less than 100% of the Monthly Payment due with respect to a 2004-A Lease, the actual amount paid by the Lessee toward such Monthly Payment. "Lessee Initiated Early Termination" as of any date means any Lease that has been terminated by the related Lessee before the related Maturity Date, provided that the lessee is not in default. "Lessor" means each Person that is a lessee under a Lease or assignee thereof, including the Issuer. "Liability" means any liability or expense, including any indemnification obligation. "LIBOR" means, for any Interest Period, the rate for deposits in U.S. dollars for a one-month period that appears on the Designated LIBOR Page, on the related Interest Determination Date; provided that, the following procedures will be followed if LIBOR cannot be determined as described above: (a) With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. (b) If fewer than two quotations referred to in clause (a) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. (c) If the banks so selected by the Calculation Agent are not quoting as mentioned in clause (b) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date. 13 "Lien" means any security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics' liens, any liens that attach to property by operating of law and statutory purchase liens to the extent not past due. "Liquidated Lease" means a 2004-A Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder. "Liquidated Vehicle" means the 2004-A Vehicle related to a Liquidated Lease. "Liquidation Expenses" means reasonable out-of-pocket expenses incurred by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Liquidated Lease, including expenses of any collection effort (whether or not resulting in a lawsuit against the Lessee under such Lease) or other expenses incurred prior to repossession, recovery or return of the Liquidated Vehicle, expenses incurred in connection with the sale or other disposition of a Liquidated Vehicle that has been repossessed or recovered or has reached its Maturity Date, expenses incurred in connection with making claims under any related Insurance Policy and expenses incurred in connection with making claims for any Liquidation Expenses. "Liquidation Proceeds" means all amounts received by the Servicer with respect to a Liquidated Lease and the related Liquidated Vehicle in connection with the attempted realization of the full amount due or to become due under the 2004-A Lease, including Net Auction Proceeds related to such Liquidated Vehicle, but excluding Insurance Proceeds. "London Business Day" means any day on which dealings with U.S. dollars are transacted in the London interbank market. "Majority Interest" means Notes, Trust Certificates or Securities, as the case may be, evidencing a majority of the Outstanding Amount of the related Notes, Trust Certificates or Securities, except that, except as otherwise provided in the Basic Documents, Securities owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates will not be included in such determination for the purpose of making requests, demands, authorizations, directions, notices, consents or other action under the Basic Documents. "Material Adverse Effect" means, with respect to any Person, a material adverse effect on (i) the financial condition or operations of such Person and its Affiliates, taken as one enterprise, (ii) the ability of such Person to perform its material obligations under any of the Basic Documents to which such Person is a party, (iii) the legality, validity or enforceability of any material provision of the Basic Documents to which such Person is a party, (iv) the 2004-A SUBI Certificate's beneficial interest in all or any significant portion of the 2004-A SUBI Assets or the Indenture Trustee's security interest in the 2004-A SUBI Certificate and all or any significant portion of the 2004-A SUBI Assets, or (v) the collectibility or the credit worthiness of all or any significant portion of the 2004-A Leases and the 2004-A Vehicles, other than, in the case of clauses (i) through (v), such Material Adverse Effect which are the direct result of actions or omissions of the party seeking relief under any of the Basic Documents in connection therewith. "Matured Vehicle" as of any date means any Leased Vehicle the related Lease of which has reached its Maturity Date or has been terminated in connection with a Lessee Initiated Early Termination (and the Lessee is not in default under such Lease) or in connection with a Casualty Termination, which Leased Vehicle has been returned to the Servicer on behalf of the Titling Trust, if applicable. 14 "Maturity Date" means, with respect to any Lease, the date on which such Lease is scheduled to terminate as set forth in the such Lease at its date of origination or, in the case of an Extended Lease, the revised termination date. "Monthly Early Termination Sale Proceeds" means, with respect to a Collection Period, all (i) amounts paid by Lessees or Dealers with respect to Early Termination Purchase Option Price payments during such Collection Period and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for 2004-A Vehicles with respect to which the related 2004-A Lease was terminated and which were sold in such Collection Period on or after the termination of the related 2004-A Leases prior to their respective Maturity Dates, reduced by amounts required to be remitted to the related Lessees under applicable law. "Monthly Payment Advance" means, with respect to any 2004-A Lease and any Collection Period, an amount equal to the difference between the Monthly Payment due and the Lessee Partial Monthly Payment. "Monthly Payment" means, with respect to any Lease, the amount of each fixed monthly payment payable to the Lessor in accordance with the terms thereof, net of any portion of such fixed monthly payment that represents an Administrative Charge. "Monthly Principal Distributable Amount" means, for any Payment Date and the related Collection Period, an amount equal to the lesser of (i) the Principal Distribution Amount and (ii) the Available Principal Distribution Amount. "Monthly Remittance Condition" has the meaning set forth in Section 8.03(b) of the 2004-A Servicing Supplement. "Monthly Scheduled Termination Sale Proceeds" means, with respect to a Collection Period, all (i) amounts paid by Lessees or Dealers in the event that either the Lessee or a Dealer elects to purchase a 2004-A Vehicle for its Contract Residual following a termination of the related 2004-A Lease at its Maturity Date and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for 2004-A Vehicles which matured and were sold in such Collection Period on or after the termination of the related 2004-A Leases at their respective Maturity Dates, reduced by amounts required to be remitted to the related Lessees under applicable law. "Moody's" means Moody's Investors Service, Inc. "MRM ALG Residual" means, with respect to any Lease, the residual value estimate produced by Automotive Lease Guide that is a percentage of the "Maximum Residualizable MSRP," which consists of the MSRP of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle. "MSRP" means, with respect to any Leased Vehicle, the Manufacture's Suggested Retail Price. "MSRP ALG Residual" means, with respect to any Lease, residual value estimates produced by Automotive Lease Guide based on the total MSRP of the base vehicle and all NMAC authorized options, without making a distinction between the value adding options and non-value adding options. "NALL II" means Nissan Auto Leasing LLC II, a Delaware limited liability company. 15 "Net Auction Proceeds" means Auction Proceeds net of related Disposition Expenses. "Net Insurance Proceeds" means Insurance Proceeds net of related Insurance Expenses. "Net Liquidation Proceeds" means the Liquidation Proceeds net of related Liquidation Expenses. "NILT, Inc." means NILT, Inc., a Delaware corporation. "NILT Trust" means NILT Trust, a Delaware statutory trust. "NMAC" means Nissan Motor Acceptance Corporation, a California corporation. "Note" means either a Class A-1 Note, a Class A-2 Note, a Class A-3a Note, or a Class A-3b Note, as the context may require. "Note Balance" means the sum of the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, and the Class A-3b Note Balance. "Note Distribution Account" means the trust account established by the Transferor, on behalf of the Issuer pursuant to Section 8.02(b) of the Indenture, into which amounts released from the 2004-A SUBI Collection Account and the Reserve Account for distribution to Noteholders shall be deposited and from which all distributions to Noteholders shall be made. "Note Distribution Amount" means, as of any Payment Date, the amount being distributed to the Noteholders on such Payment Date. "Note Factor" means, with respect to any Class on any Payment Date, the seven digit decimal equivalent of a fraction the numerator of which is the Class Balance for such Class on such Payment Date (after giving effect to any payment of principal on such Payment Date) and the denominator of which is the related Initial Class Balance. "Note Final Scheduled Payment Date" means, with respect to (i) a Class A-1 Note, _________, 200_, (ii) a Class A-2 Note, _________, 200_, (iii) a Class A-3a Note, _________, 200_ and (iv) a Class A-3b Note, _________, 200_. "Noteholder" means, as of any date, the Person in whose name a Class A-1 Note, Class A-2 Note, Class A-3a Note, or a Class A-3b Note is registered on the Note Register on such date, as the context may require. "Note Owner" means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). "Note Register" and "Note Registrar" have the respective meanings set forth in Section 2.04 of the Indenture. "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes. 16 "Note Distribution Account" has the meaning set forth in the Indenture. "Officer's Certificate" means (a) with respect to the Issuer, a certificate signed by an Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, and delivered to, the Indenture Trustee, and (b) with respect to the Servicer, a certificate signed by an Authorized Officer or the Servicer, under the circumstances described in, and otherwise complying with, the applicable requirements of Sections 8.09 and 8.11 of the 2004-A SUBI Servicing Supplement. "Opinion of Counsel" in relation to the Trust Agreement, means one or more written opinions of counsel who may, except as otherwise expressly provided in the Trust Agreement, be employees of or counsel to the Transferor, the Administrative Agent, or any of their respective Affiliates, and which opinion shall be addressed to and in form and substance satisfactory to the Owner Trustee. In relation to the Indenture, "Opinion of Counsel" means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuer or the Administrative Agent, and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee, comply with any applicable requirements of Section 11.01 of the Indenture, and be in form and substance satisfactory to the Indenture Trustee. "Optimal Principal Distributable Amount" means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following amounts: (i) for each 2004-A Vehicle for which the related 2004-A Lease did not terminate during such Collection Period, the difference between the Securitization Value of such 2004-A Lease at the beginning and at the end of such Collection Period; (ii) for each 2004-A Vehicle for which the related 2004-A Lease reached its Maturity Date during such Collection Period, the Securitization Value of such 2004-A Lease as of such Maturity Date; (iii) for each 2004-A Vehicle purchased by the Servicer before its Maturity Date, the Repurchase Payment with respect to the related 2004-A Lease; and (iv) for each 2004-A Lease terminated prior to its Maturity Date that becomes a Defaulted Lease during such Collection Period or is terminated by the related Lessee or the Servicer during such Collection Period pursuant to a Lessee Initiated Early Termination or a Casualty Termination, the Securitization Value of the related 2004-A Lease as of the effective date of termination of such 2004-A Lease. "Optional Purchase" has the meaning set forth in Section 9.03(a) of the Trust Agreement. "Optional Purchase Price" has the meaning set forth in Section 9.03(a) of the Trust Agreement. "Origination Trust" means Nissan-Infiniti LT, a Delaware statutory trust. "Origination Trust Agreement" means the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, NMAC, as servicer, Wilmington Trust Company, as Delaware trustee, NILT, Inc., as trustee, and U.S. Bank National Association, as Trust Agent. 17 "Origination Trustee" means NILT, Inc., in its capacity as trustee of the Origination Trust. "Other SUBI" means any SUBI other than a 2004-A SUBI. "Outstanding" means, as of any date, all Notes (or all Notes of an applicable Class), all Trust Certificates or all Securities, as the case may be, theretofore authenticated and delivered under the Indenture and/or the Trust Agreement, as applicable, except: (i) Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation or Trust Certificates theretofore cancelled by the Certificate Registrar or delivered to the Certificate Registrar for cancellation; (ii) Notes (or Notes of an applicable Class) or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be redeemed pursuant to an Optional Purchase, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made) or Trust Certificates or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee, the Owner Trustee or any Paying Agent in trust for the related Trust Certificateholders (provided, however, that if the principal with respect to such Trust Certificates will be paid pursuant to an Optional Purchase, notice of such payment has been duly given pursuant to the Trust Agreement or provision therefor, satisfactory to the Owner Trustee); and (iii) Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser or Trust Certificates in exchange for or in lieu of other Trust Certificates that have been authenticated and delivered pursuant to the Trust Agreement unless proof satisfactory to the Owner Trustee is presented that any such Trust Certificates that such Trust Certificates are held by a bona fide purchaser, to the extent that the Trust Certificates are transferable; provided, that, unless otherwise specified in the Indenture, with respect to the Notes, or the Trust Agreement, with respect to the Trust Certificates, or in another Basic Document, in determining whether Noteholders or Trust Certificateholders holding the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Basic Document, Notes or Trust Certificates owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate thereof is the Servicer) or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, unless all such Notes or Trust Certificates Outstanding are owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate thereof is the Servicer), or any of their respective Affiliates; provided, further, that, in determining whether the Indenture Trustee or the Owner Trustee, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes or Trust Certificates, as applicable, that a Responsible Officer knows to be so owned shall be so disregarded. Notes or Trust Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be, such pledgee's right so to act with respect to such Notes or such Trust Certificates and that such pledgee is not the Issuer, the Transferor, the Administrative Agent, or any of their respective Affiliates. 18 "Outstanding Amount" means, as of any date, the aggregate principal amount of the applicable Notes or Certificates Outstanding, as applicable, reduced by all payments of principal made in respect thereof on or prior to such date. "Overdue Interest Rate" means, with respect to any Class, the Interest Rate applicable to such Class. "Owner Corporate Trust Office" means the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890; or at such other address as the Owner Trustee may designate from time to time by notice to the Trust Certificateholders and the Indenture Trustee, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee shall notify the Trust Certificateholders and the Indenture Trustee). "Owner Trust Estate" means the property of the Issuer, including (i) the 2004-A SUBI Certificate (transferred pursuant to the Trust SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 2004-A SUBI Assets, including the right to payments thereunder from certain amounts in respect of the 2004-A Leases and received from the sale or other disposition of the Leased Vehicles on deposit in the SUBI Collection Account and investment earnings, net of losses and investment expenses, on amounts on deposit in the SUBI Collection Account; (ii) amounts deposited into the Reserve Account; (iii) the proceeds of the Interest Rate Cap Agreement and the rights of the Issuer under the Interest Rate Cap Agreement; (iv) the rights of the Issuer as secured party under the Back-up Security Agreement; (v) the rights of the Issuer to the funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time deposited or credited thereto and all proceeds thereof; (vi) the rights of the Transferor, as transferee, under the SUBI Certificate Transfer Agreement; (vii) the rights of the Issuer, as transferee, under the Trust SUBI Certificate Transfer Agreement; (viii) the rights of the Issuer as a third-party beneficiary under the Servicing Agreement, to the extent relating to the 2004-A SUBI Assets, including rights to certain Advances, and the SUBI Trust Agreement; and (ix) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing. "Owner Trustee" means Wilmington Trust Company, a Delaware banking corporation, as trustee of the Issuer under the Trust Agreement. "Paying Agent" means, (i) under the Indenture, U.S. Bank, as Indenture Trustee, or any other Person that meets the eligibility standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Note Distribution Account, including the payment of principal of or interest on the Notes on behalf of the Issuer, and (ii) under the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust Agreement and shall initially be the U.S. Bank. "Payment Ahead" means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a 2004-A Lease in excess of the Monthly Payment due with respect to such 2004-A Lease, which amount the Lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods. "Payment Date" means the 15th day of each month, or if such day is not a Business Day, then the next succeeding Business Day, beginning on _________, 2004. 19 "Payment Date Advance Reimbursement" has the meaning set forth in Section 8.03(a)(iv)(A) of the 2004-A Servicing Supplement. "Payment Date Certificate" has the meaning set forth in Section 8.03(a) of the Indenture. "Payoff" means amounts paid to the Servicer to purchase a 2004-A Vehicle. "Permitted Investments" has the meaning set forth in the Titling Trust Agreement. "Person" means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government, or any agency or political subdivision thereof. "Pledgors" means NMAC, the Titling Trust, NILT Trust, the Transferor, and the Issuer. "Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. "Principal Carryover Shortfall" means, as of the close of any Payment Date, the excess, if any, of the Principal Distribution Amount over the Monthly Principal Distributable Amount. "Principal Distribution Amount" means, for any Payment Date, the aggregate amount of principal payable on the Securities, equal to the sum of (i) the Optimal Principal Distributable Amount and (ii) any Principal Carryover Shortfall as of the preceding Payment Date; provided, however, that on or after the Note Final Scheduled Payment Date for any Class of Notes and so long as no Indenture Default has been declared, the Principal Distribution Amount shall equal, until the Class Balance of such Class is reduced to zero, the greater of (i) such Class Balance and (ii) the sum of (A) the Optimal Principal Distributable Amount and (B) any Principal Carryover Shortfall as of the preceding Payment Date. Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the outstanding Securities Balance and the aggregate amount of principal paid in respect of a Class shall not exceed the related Initial Class Balance. "Proceeding" has the meaning set forth in the Titling Trust Agreement. "Prospectus" means the Prospectus, dated _________, 2004, relating to the offering of the Notes. "Rated Securities" has the meaning set forth in the Titling Trust Agreement. "Rating Agency" means, with respect to the 2004-A SUBI, each of Fitch, Moody's and Standard & Poor's. "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have been given ten Business Days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof by the Transferor, the Administrative Agent, or the Issuer. "Rating Event" means the qualification, reduction, or withdrawal by such Rating Agency of its then-current rating of any Class. 20 "Reallocation Payment" means the proceeds allocated from the UTI to the 2004-A SUBI in connection with any reallocation of a Matured Vehicle or a Defaulted Vehicle from the 2004-A SUBI to the UTI pursuant to Section 8.02(c) of the 2004-A Servicing Supplement in an amount equal to the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle. "Record Date" means, with respect to any Payment Date, the close of business on the day immediately preceding such Payment Date. "Recoveries" means, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to all 2004-A Leases which (i) became Liquidated Leases before such Collection Period and (ii) have reached or were terminated prior to their respective Maturity Dates before such Collection Period and with respect to which the proceeds from the sale of the related 2004-A Vehicles were received before such Collection Period, minus any amounts remitted to the related Lessees as required by law. "Redemption Date" means in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by the Administrative Agent or the Issuer pursuant to Section 10.01 of the Indenture. "Redemption Price" means an amount equal to the Note Balance plus accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so redeemed (including, to the extent allowed by law, interest on overdue interest, if applicable), up to but excluding the Redemption Date. "Registered Pledgee" has the meaning set forth in the Titling Trust Agreement. "Registered Holder" means the Person in whose name a Note is registered on the Note Register on the related Deposit Date. "Related Beneficiary" means each of NILT Trust and NALL II. "Related Documents" shall mean all of the Basic Documents to which the Issuer or the Owner Trustee is a party. "Remaining Net Auction Proceeds" means Net Auction Proceeds, less amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly Early Termination Sale Proceeds and Liquidation Proceeds. "Remaining Payoffs" means Payoffs, less amounts included in Monthly Scheduled Termination Sale Proceeds and Monthly Termination Sale Proceeds. "Repayment Price" means an amount equal to the unpaid principal amount of the Trust Certificates. "Repurchase Payment" means, with respect to a 2004-A Lease and the related 2004-A Vehicle required to be purchased by the Servicer pursuant to Section 8.02(a) and Section 8.02(b) of the Servicing Agreement, the sum of (i) the Securitization Value of the 2004-A Lease as of the end of the Collection Period preceding the Collection Period in which the Servicer granted an extension with respect to such 2004-A Lease or discovers or receives notice of the change in domicile with respect to Section 8.02(a) of the Servicing Agreement or discovers a breach of representations or warranties pursuant to Section 8.02(b) of the Servicing Agreement and (ii) any delinquent Monthly Payments 21 which have not been paid by the related Lessee by the end of the Collection Period relating to the Deposit Date on which the Repurchase Payment will be made. "Required Deposit Rating" has the meaning set forth in the Titling Trust Agreement. "Required Percentage" means the holders of not less than 66 2/3% of the (i) Outstanding Amount in the case of the Notes or (ii) Aggregate Certificate Balance in the case of the Trust Certificates. "Required Related Holders" has the meaning set forth in the Basic Servicing Agreement. "Reserve Account" means the account established pursuant to Section 5.01(b) of the Trust Agreement, which shall be account number _________in the name "U.S. Bank National Association, as Indenture Trustee, Nissan Auto Lease Trust 2004-A Reserve Account" established with the Securities Intermediary pursuant to the Trust Agreement, together with any successor accounts established pursuant to the Indenture, or after release of the lien of the Indenture, the Trust Agreement. "Reserve Account Deposit Amount" means, (i) on the Closing Date, the Initial Deposit Amount and thereafter, for any Payment Date and the related Collection Period to the extent the amounts on deposit in the Reserve Account are less than the Reserve Account Requirement, an amount equal to the sum of (a) any Excess Amounts with respect to the related Collection Period and (b) net income realized on the investment of funds on deposit in the 2004-A SUBI Collection Account and the Reserve Account in respect of such Collection Period. "Reserve Account Draw Amount" means, for any Payment Date, the amount withdrawn from the Reserve Account, equal to the lesser of (a) the Available Funds Shortfall Amount, if any, or (b) the amount on deposit in the Reserve Account after giving effect to all deposits thereto on the related Deposit Date or such Payment Date. "Reserve Account Property" means the Reserve Account and all cash, investment property and other property from time to time deposited or credited to the Reserve Account and all proceeds thereof, including, without limitation, the Initial Deposit. "Reserve Account Requirement" means on any Payment Date, an amount equal to $___________. "Residual Value" means the lowest of (i) the Contract Residual, (ii) the MSRP ALG Residual and (iii) the MRM ALG Residual. "Residual Value Loss" means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the Securitization Value of the related 2004-A Vehicle at (a) the Maturity Date of the related 2004-A Lease or (b) the date the related 2004-A Lease was terminated and (ii) the sum of all related Net Auction Proceeds and Net Insurance Proceeds. "Residual Value Surplus" means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the sum of all related Net Auction Proceeds and Net Insurance Proceeds and (ii) the Securitization Value of the related 2004-A Vehicle at (a) the Maturity Date of the related 2004-A Lease or (b) the date the related 2004-A Lease was terminated by the Lessee. "Responsible Officer" means, with respect to the Indenture Trustee, any officer within the Corporate Trust Department (or any successor group of the Indenture Trustee), including any Vice 22 President, Assistant Secretary, or other officer or assistant officer of the Indenture Trustee customarily performing functions similar to those performed by the people who at such time shall be officers, or to whom any corporate trust matter is referred within Corporate Trust Department because of his knowledge of and familiarity with the particular subject. "Restricted Jurisdiction" means Alabama and any additional jurisdiction in which the Titling Trust is not qualified and licensed to do business; provided, that the Servicer may change the designation of a jurisdiction as a "Restricted Jurisdiction" by delivering an Officer's Certificate to the Indenture Trustee and the Owner Trustee to the effect that (i) Leased Vehicles may be titled in the name of the Titling Trustee or the Titling Trustee on behalf of the Titling Trust and beneficial interests therein may be transferred without retitling in Alabama or such other additional jurisdiction, as the case may be, and (ii) such change in designation will not have a material adverse effect on the Issuer. "Rule 144A" means Rule 144A promulgated by the Commission under the Securities Act. "Rule 144A Information" means information requested of the Transferor, in connection with the proposed transfer of a Trust Certificate, to satisfy the requirements of paragraph (d)(4) of Rule 144A. "Sales Proceeds Advance" means the amount advanced by the Servicer to the Issuer on a Deposit Date equal to the Securitization Value of each 2004-A Lease relating to a 2004-A Vehicle that terminated early (but was not a Lease in default) and the amount equal to the Residual Value of each 2004-A Lease relating to a 2004-A Vehicle that matured on its scheduled termination date. "Schedule of 2004-A Leases and 2004-A Vehicles" means the schedule of 2004-A Leases and 2004-A Vehicles attached as Exhibit A to the 2004-A SUBI Supplement and the 2004-A Servicing Supplement (which may be supplied in CD-Rom form) which shall set forth as to each 2004-A Lease or 2004-A Vehicle, as the case may be, (i) the identification number of the 2004-A Lease, (ii) the identification number of the 2004-A Vehicle, (iii) the related Maturity Date and (iv) the value of the 2004-A Lease and the related 2004-A Vehicle on the Servicer's books as of the Cutoff Date. "Secretary of State" means the Secretary of State of the State of Delaware. "Secured Obligations" has the meaning set forth in Section 5.02(f) of the Trust Agreement. "Securities" means the Trust Certificates and the Notes, collectively. "Securities Act" means the Securities Act of 1933, as amended. "Securities Balance" means, as of any date, the unpaid principal amount of the Securities as of such date. "Securities Intermediary" means U.S. Bank. "Securitization Rate" means, with respect to a 2004-A Lease, an annualized rate that is equal to 5.10%. "Securitization Value" means, with respect to any 2004-A Lease, the value calculated by the Servicer equal to, as of (i) its Maturity Date, the Residual Value and (ii) any other date, the present 23 value, discounted at the Securitization Rate, of the sum of (a) the aggregate Monthly Payments remaining to be made and (b) the Residual Value. "Securitized Financing" has the meaning set forth in the Titling Trust Agreement. "Security" means either a Note or a Trust Certificate, as the context may require. "Security Entitlement" has the meaning set forth in Section 8-102(a)(17) of the New York UCC. "Securityholder" means each registered holder of a Note or a Trust Certificate. "Securityholder Available Funds" means, for any Payment Date, all remaining Available Funds after giving effect to the payment to the Servicer of the Servicer Monthly Payment. "Servicer" means NMAC, as Servicer under the Servicing Agreement. "Servicer Default" has the meaning set forth in Section 4.01 to the Basic Servicing Agreement and under Section 8.12 of the 2004-A Servicing Supplement. "Servicer Letter of Credit" means a letter of credit, surety bond or insurance policy issued by a depository institution, insurance company, or financial institution having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee or Trust Agent, as the case may be, may draw thereupon in the event the Servicer satisfies the Monthly Remittance Condition but fails to deposit SUBI Collections into the 2004-A SUBI Collection Account by the related Deposit Date. "Servicer Monthly Payment" means, with respect to a Payment Date and the related Collection Period, the amount to be paid to the Servicer pursuant to Section 8.03(a)(iv) of the 2004-A Servicing Supplement in respect of (i) the Payment Date Advance Reimbursement and (ii) the Servicing Fee, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods. "Servicing Agreement" means the Basic Servicing Agreement, as supplemented by the 2004-A Servicing Supplement. "Servicing Fee" means, with respect to the 2004-A SUBI Assets, the fee payable on each Payment Date equal to, for the related Collection Period, one-twelfth of the product of (i) 1.00% and (ii) the aggregate Securitization Value of all 2004-A Leases as of the first day of such Collection Period. "Settlement Statement" means a statement substantially in the form of Exhibit B to the 2004-A Servicing Supplement. "Special Purpose Affiliate" means a special purpose entity that is an Affiliate of a Beneficiary and was created for the purposes of one or more Securitized Financings. "Standard & Poor's" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. "State" means any state of the United Sates, Puerto Rico, or the District of Columbia. 24 "Statutory Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. "SUBI" has the meaning set forth in the Recitals to the 2004-A Servicing Supplement. "SUBI Certificate" has the meaning set forth in Section 3.02(a) of the Titling Trust Agreement. "SUBI Certificate Transfer Agreement" means the SUBI Certificate Transfer Agreement, dated as of _________, 2004, between NILT Trust, as transferor, and NALL II, as transferee. "SUBI Collection Account" means, with respect to a SUBI, the related Collection Account created, designated and maintained as such pursuant Section 4.02(a) of the Titling Trust Agreement. "SUBI Collections" means, with respect to any Collection Period, the net amount collected or received by the Servicer in respect of the 2004-A SUBI Assets during the Collection Period, including: (i) Monthly Payments (including Payments Ahead when received), Payoffs, and any other payments under the 2004-A Leases (excluding any Administrative Charges); (ii) Reallocation Payments and Repurchase Payments made by the Servicer; (iii) Monthly Scheduled Termination Sale Proceeds; (iv) Monthly Early Termination Sale Proceeds; (v) Net Liquidation Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions Proceeds; (viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear Charges; (x) Recoveries and (xi) Residual Value Surplus; in each case to the extent not duplicative with any other clause of this definition. "SUBI Trust Agreement" means the Titling Trust Agreement, as supplemented by a 2004-A SUBI Supplement. "Sub-Trust" has the meaning set forth in Section 3.01(b) of the Titling Trust Agreement. "Termination Event" has the meaning set forth in the Interest Rate Cap Agreement. "Titling Trust" means Origination Trust. "Titling Trust Agreement" means Origination Trust Agreement. "Titling Trustee" means Origination Trustee. "TIA" means the Trust Indenture Act of 1939. "Transferor" means NALL II. "Transferor's Formation Documents" means the Certificate of Formation of Nissan Auto Leasing LLC II, dated as of October 24, 2001 and the Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of October 29, 2001. "Transfer Price" has the meaning set forth in Section 2.01 to the SUBI Certificate Transfer Agreement and the Trust SUBI Certificate Transfer Agreement, as the context may require. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary 25 regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. "Trust" means Nissan Auto Lease Trust 2004-A, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes. "Trust Account" has the meaning set forth in the Titling Trust Agreement. "Trust Administration Agreement" means the Trust Administration Agreement, dated as of _________, 2004, among the NMAC, as the Administrative Agent, the Issuer, the Transferor and the Indenture Trustee. "Trust Agent" means U.S. Bank, as Trust Agent under the Titling Trust Agreement. "Trust Agreement" means the trust agreement, dated as of _________, 2004, as amended and restated by the Amended and Restated Trust Agreement dated as of _________, 2004, between the Transferor and the Owner Trustee. "Trust Assets" has the meaning set forth in the Titling Trust Agreement. "Trust Certificateholder" means the Person in whose name a Trust Certificate is registered on the Certificate Register. "Trust Certificates" means the Asset Backed Certificates issued pursuant to the Trust Agreement, substantially in the form of Exhibit A to the Trust Agreement. "Trust Documents" has the meaning set forth in the Titling Trust Agreement. "Trust Estate" means all money, accounts, chattel paper, general intangibles, goods, instruments, investment property, securities, deposit accounts and other property subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including the Collateral Granted to the Indenture Trustee), including (i) the 2004-A SUBI Certificate, evidencing a 100% beneficial interest in the 2004-A SUBI Assets, including the right to payments thereunder from certain amounts in respect of the 2004-A Leases and 2004-A Vehicles on deposit in the 2004-A SUBI Collection Account and investment earnings, net of losses and investment expenses on amounts on deposit in the 2004-A SUBI Collection Account, (ii) amounts deposited in the Reserve Account, (iii) the proceeds of the Interest Rate Cap Agreement and the rights of the Issuer under the Interest Rate Cap Agreement, (iv) the rights of the Issuer under the Back-up Security Agreement, (v) the rights of the Issuer to the funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (vi) the rights of the Transferor, as transferee under the SUBI Certificate Transfer Agreement, (vii) the rights of the Issuer, as transferee under the Trust SUBI Certificate Transfer Agreement, (viii) the rights of the Issuer as a third-party beneficiary of the Servicing Agreement, including the right to certain Advances, and the SUBI Trust Agreement, and (ix) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property, securities, deposit accounts and other property consisting of, arising from or relating to the foregoing. "Trust SUBI Certificate Transfer Agreement" means the Trust SUBI Certificate Transfer Agreement, dated as of _________, 2004, between NALL II, as transferor, and the Issuer, as transferee. 26 "Trustee" means NILT, Inc., in its capacity as trustee of the Titling Trust. "2004-A Eligible Lease" means a Lease as to which the following are true as of the Cutoff Date: (a) relates to a Nissan automobile, light duty truck, minivan, or sport utility vehicle, of a model year of 2001 or later; (b) is written with respect to a Leased Vehicle that was at the time of the origination of the related Lease a new Nissan motor vehicle; (c) was originated in the United States on or after March 24, 2000 by a Dealer (i) for a Lessee with a United States address, (ii) in the ordinary course of such Dealer's business, (iii) pursuant to a Dealer agreement that provides for recourse to the dealer in the event of certain defects in the Lease, but not for default by the Lessee, and (iv) in compliance with procedures set forth in the Credit and Collection Policy; (d) is payable solely in United States dollars; (e) is owned, and the related Leased Vehicle is owned by the Titling Trust, free of all liens (including tax liens, mechanics' liens, and other liens that arise by operation of law); (f) has a remaining term to maturity as of the Cutoff Date, of not less than 3 months and not greater than 58 months. (g) provides for level payments that fully amortize the adjusted capitalized cost of the Lease at a contractual annual percentage rate to the related Contract Residual over the lease term and, in the event of a Lessee initiated early termination, provides for payment of the Early Termination Charge; (h) was originated in compliance with, and complies in all material respects with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the Board of Governors of the Federal Reserve, all state leasing and consumer protection laws and all state and federal usury laws; (i) is not more than 29 days past due as of the Cutoff Date; (j) (A) is the valid, legal and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of credits' rights in general or (ii) general principles of equity, (B) has not been satisfied, subordinated, rescinded, canceled or terminated, (C) is a Lease as to which no right of rescission, setoff, counterclaim or defense shall have been asserted or threatened in writing, (D) is a Lease as to which no default (other than payment defaults continuing for a period of no more than 29 days as of the Cutoff Date), breach or violation shall have occurred and no continuing condition that with notice or lapse of time or both would constitute a default, breach or violation shall have occurred and (E) is a Lease as to which none of the foregoing shall have been waived (other than deferrals and waivers of late payment charges or fees permitted under the Servicing Agreement); (k) is a Lease which has not been deemed to be uncollectible; 27 (l) the related Lessee of which is a person located in one or more of the 50 states of the United States or the District of Columbia and is not (i) NMAC or any of its Affiliates, or (ii) the United States or any State or any agency or potential subdivision thereof; (m) is a Lease for which there is only one executed original; (n) has an original term of not less than 24 months and not greater than 48 months; (o) is a Lease for which the related Lease Documents are located at an address specified by the Servicer; (p) constitutes "chattel paper" as defined in the UCC; (q) is not recourse to the Dealer; (r) with respect thereto, NMAC, in accordance with its customary procedures, has determined at the time of origination of such Lease that the related Lessee has agreed to obtain physical damage insurance covering the related Leased Vehicle and is required under the terms of such Lease to maintain such insurance; and (s) has a Securitization Value, as of its origination date, of no greater than $47,000. "2004-A Lease" has the meaning set forth in Section 8.01 of the 2004-A Servicing Supplement. "2004-A Servicing Supplement" means the 2004-A SUBI Servicing Supplement to the Basic Servicing Agreement, dated as of October 29, 2004, among the parties to the Basic Servicing Agreement. "2004-A SUBI" has the meaning set forth in Section 12.01(a) of the 2004-A SUBI Supplement. "2004-A SUBI Assets" has the meaning set forth in Section 12.01(b) to the 2004-A SUBI Supplement. "2004-A SUBI Account" means the 2004-A SUBI Collection Account, and any other Trust Account established with respect to the 2004-A SUBI, as the context may require. "2004-A SUBI Certificate" has the meaning set forth in the recitals of the 2004-A SUBI Supplement. "2004-A SUBI Collection Account" means the trust account established pursuant to Section 14.01(a) of the 2004-A SUBI Supplement. "2004-A SUBI Supplement" means the 2004-A SUBI Supplement to the Titling Trust Agreement, dated as of _________, 2004, among the parties to the Titling Trust Agreement. "2004-A Vehicle" has the meaning set forth in Section 8.01 to the 2004-A SUBI Servicing Supplement. "UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction. 28 "Underwriting Agreement" means the underwriting agreement relating to the Notes dated _________, 2004, among JP Morgan Securities Inc., as Representative, on behalf of the several underwriters, NMAC and the Transferor. "United States" means the United States of America, its territories and possessions and areas subject to its jurisdiction. "U.S. Bank" means U.S. Bank National Association. "UTI" has the meaning set forth in Section 3.01(a) of the Titling Trust Agreement. "UTI Beneficiary" means NILT Trust, in its capacity as the initial beneficiary of the Titling Trust. "UTI Certificate" has the meaning set forth in Section 3.03 of the Titling Trust Agreement. "Vehicle Representation Date" has the meaning set forth in the Basic Servicing Agreement. Section 1.02. Interpretative Provisions. Any reference in this Agreement of Definitions to any agreement means such agreement as it may be amended, restated, supplemented, or otherwise modified from time to time; any reference in this Agreement of Definitions to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated hereunder; and any reference in this Agreement of Definitions to a Person shall include the successor or assignee of such Person. Section 1.03. Notices. All demands, notices, and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: the Issuer, at c/o Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration with a copy to the Administrative Agent, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NILT Trust, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; Nissan-Infiniti LT, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NMAC, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; the Transferor, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Secretary; NILT, Inc., at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611 (telecopier no. (312) 836-6701) Attention: NILT Inc.; Wilmington Trust Company, as Owner Trustee and Delaware Trustee, at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; and U.S. Bank National Association, as Indenture Trustee and Trust Agent, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, IL 600611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2004-A. Section 1.04. Amendment. (a) This Agreement of Definitions may be amended by the parties hereto, without the consent of any of the Noteholders or the Trust Certificateholders, to cure any 29 ambiguity, to correct or supplement any provisions herein or therein, to add, change or eliminate any other provisions hereof or thereof with respect to matters or questions arising hereunder or thereunder that shall not be inconsistent with the provisions hereof or thereof, or to add or amend any provision therein in connection with permitting transfers of the Certificates or the Notes; provided, however, that any such action shall not, in the good faith judgment of the parties hereto or thereto, adversely affect in any material respect the interests of any Noteholders, any Certificateholders, the Indenture Trustee, the Owner Trustee or the Titling Trustee; or, as a condition to the effectiveness of such amendment, the Indenture Trustee and the Owner Trustee shall have received an Opinion of Counsel to the effect that such action shall not adversely affect in any material respect the interests of any Noteholders or any Certificateholders; and provided, further that any amendment eliminating the Reserve Account or reducing the Reserve Account Requirement shall also require NALL II to deliver to the Owner Trustee an Opinion of Counsel to the effect that after such amendment, for federal income tax purposes, the Issuer will not be treated as an association taxable as a corporation and the Notes should properly be characterized as indebtedness that is secured by the assets of the Issuer. (b) This Agreement of Definitions may also be amended from time to time by the parties hereto including with respect to (i) changing the formula for determining the Reserve Account that which could result in a decrease in the amount of the Reserve Account Requirement, (ii) changing the remittance schedule for deposits in the 2004-A Note Distribution Account and the 2004-A Certificate Distribution Account, or (iii) changing the definition of "Eligible Investments", if either (A) the Indenture Trustee has been furnished with confirmation (written or oral) from each Rating Agency to the effect that such amendment would not cause its then-current rating of any Rated Securities to be qualified, reduced or withdrawn, or (B) the Indenture Trustee has received the consent of the Noteholders holding Notes representing more than 50% of the aggregate Outstanding Principal Amount, voting together as a single class, and the Owner Trustee has received the consent of the Trust Certificateholders holding Trust Certificates representing more than 50% of the aggregate outstanding principal amount of the Trust Certificates (which consent of any Noteholder or Trust Certificateholder given pursuant to this Section 1.03(b) or pursuant to any other provision of this Agreement of Definitions shall be conclusive and binding on such Noteholder or Trust Certificateholder and on all future Noteholders or Trust Certificateholders of such Note and of any or Note or Trust Certificate issued upon the transfer thereof or in exchange thereof, or in lieu thereof whether or not notation of such consent is made upon the Note or Trust Certificate); provided, however, that (1) any amendment eliminating the Reserve Account or reducing the Reserve Account Requirement to less than the lesser of the Reserve Account Initial Deposit and the sum of the Note Balance and the Certificate Balance as of the related Distribution Date (after giving effect to reductions in the Note Balance and Certificate Balance on such Distribution Date), shall also require that the Indenture Trustee and each Rating Agency receive an Opinion of Counsel to the effect that, after such amendment, for federal income tax purposes the Notes will properly be characterized as indebtedness that is secured by the assets of the Issuer; and (2) no such amendment shall (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 2004-A SUBI Certificate or distributions that shall be required to be made on any Note or Certificate or (y) reduce the aforesaid percentage of the Notes or of the Trust Certificates required to consent to any such amendment, without the consent of all of the Noteholders and all of the Trust Certificateholders holding Notes or Trust Certificates, as applicable, then outstanding. Section 1.05. Severability of Provisions. Any provision of this Agreement of Definitions that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and 30 any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 1.06. Counterparts. This Agreement of Definitions may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 1.07. Headings. The headings of the various Articles and Sections herein are for convenience or reference only and shall not define or limit any of the terms or provisions hereof. Section 1.08. Governing Law. THIS AGREEMENT OF DEFINITIONS SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. 31 IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Definitions to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN MOTOR ACCEPTANCE CORPORATION Individually, as Servicer, and as Administrative Agent By: -------------------------------------- Name: Steven R. Lambert Title: President NISSAN-INFINITI LT By: NILT, INC., as Trustee for Nissan-Infiniti LT By: ----------------------------------- Name: Title: NILT TRUST as UTI Beneficiary, Grantor, and Transferor By: U.S. Bank National Association, as Trustee for NILT Trust By: ------------------------------------ Name: Title: NILT, INC. as Trustee for Nissan-Infiniti LT By: --------------------------------------- Name: Title: S-1 NISSAN AUTO LEASING LLC II By: --------------------------------------- Name: Joji Tagawa Title: Treasurer NISSAN AUTO LEASE TRUST 2004-A By: Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee By: ----------------------------------- Name: Title: WILMINGTON TRUST COMPANY as Owner Trustee and as Delaware Trustee By: --------------------------------------- Name: Title: U.S. BANK NATIONAL ASSOCIATION as Trust Agent, Indenture Trustee, and as Secured Party By: --------------------------------------- Name: Title: S-2 EX-10.2 6 a01146exv10w2.txt AMENDED TRUST AND SERVICING AGREEMENT EXHIBIT 10.2 EXECUTION COPY - -------------------------------------------------------------------------------- NILT TRUST, as Grantor and UTI Beneficiary, NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, NILT, Inc., as Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Trust Agent ------------------------------------ NISSAN-INFINITI LT AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT Dated as of August 26, 1998 ------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS AND INTERPRETIVE PROVISIONS Section 1.01. Definitions; Interpretive Provisions............................. 1 ARTICLE TWO THE TRUST Section 2.01. General.......................................................... 2 Section 2.02. Offices.......................................................... 2 Section 2.03. Purposes......................................................... 2 Section 2.04. Conveyance of Trust Assets....................................... 2 Section 2.05. Document Execution and Performance............................... 3 ARTICLE THREE BENEFICIAL INTERESTS IN THE TRUST Section 3.01. Allocation of Trust Assets to UTI and SUBIs; Sub-Trusts.......... 4 Section 3.02. SUBI Certificates................................................ 4 Section 3.03. UTI Certificates................................................. 5 Section 3.04. Transfer and Assignment of Certificates; Minimum Net Worth....... 6 Section 3.05. Registration and Transfer of Certificates; Validity.............. 7 Section 3.06. Beneficiaries; Action Upon Instruction........................... 7 Section 3.07. Filings.......................................................... 7 Section 3.08. Allocation of Expenses and Indemnification....................... 8 Section 3.09. Insurance Policies............................................... 9 ARTICLE FOUR PAYMENTS; TRUST ACCOUNTS Section 4.01. Payments from Trust Assets Only.................................. 10 Section 4.02. Trust Accounts................................................... 10 Section 4.03. Distribution of Funds............................................ 11 Section 4.04. Default in UTI Pledge............................................ 11 Section 4.05. SUBI Lease Accounts.............................................. 11
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Page ---- ARTICLE FIVE THE TRUSTEE Section 5.01. Duties and Powers of Trustee..................................... 12 Section 5.02. Duty of Care..................................................... 13 Section 5.03. Certain Matters Affecting the Trustee............................ 14 Section 5.04. Trustee Not Liable for Certificates or Leases.................... 15 Section 5.05. Indemnification of Trustee and Trust Agents...................... 16 Section 5.06. Trustee's Right Not to Act....................................... 16 Section 5.07. Qualification of Trustee......................................... 17 Section 5.08. Resignation or Removal of Trustee................................ 17 Section 5.09. Successor Trustee................................................ 18 Section 5.10. Merger or Consolidation of Trustee............................... 18 Section 5.11. Co-Trustees, Separate Trustees, Nominees and Trust Agents........ 18 Section 5.12. Representations, Warranties and Covenants of Trustee............. 20 Section 5.13. Trustee's Fees and Expenses...................................... 21 Section 5.14. Trustee Stock.................................................... 22 Section 5.15. Limitation of Liability of Trustee............................... 23 ARTICLE SIX THE SERVICER Section 6.01. Duties and Powers of Servicer.................................... 24 Section 6.02. Liability of Servicer; Indemnities............................... 25 Section 6.03. Merger of Servicer; Appointment of Nominee....................... 26 Section 6.04. Limitation on Liability of Servicer and Others................... 26 Section 6.05. Servicer Not to Resign; Delegation of Duties..................... 26 Section 6.06. Servicing Compensation........................................... 27 Section 6.07. Powers of Attorney............................................... 27 Section 6.08. Protection of Title to Trust..................................... 27 ARTICLE SEVEN TERMINATION AND DISSOLUTION Section 7.01. Dissolution of the Trust......................................... 29 Section 7.02. Termination of Sub-Trusts........................................ 29 Section 7.03. Beneficiary or Special Purpose Affiliate Bankruptcy.............. 30
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Page ---- ARTICLE EIGHT MISCELLANEOUS Section 8.01. Amendment........................................................ 31 Section 8.02. Governing Law.................................................... 31 Section 8.03. Notices.......................................................... 31 Section 8.04. Securitization Holders........................................... 32 Section 8.05. Severability of Provisions....................................... 32 Section 8.06. Counterparts..................................................... 32 Section 8.07. Successors and Assigns........................................... 32 Section 8.08. No Petition...................................................... 32 Section 8.09. Table of Contents and Headings................................... 33 Section 8.10. Tax Reporting and Characterization............................... 33 Section 8.11. Certificates Nonassessable and Fully Paid........................ 33 Section 8.12. Effect of Agreement; Delaware Co-Trustee Agreement............... 33 ARTICLES NINE AND TEN [Reserved] EXHIBITS Exhibit A - Definitions ..................................................... A-1 Exhibit B - Form of Certificate of Trust..................................... B-1 Exhibit C - Form of UTI Certificate.......................................... C-1
iii AMENDED AND RESTATED TRUST AND SERVICING AGREEMENT This Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, is among NILT Trust, a Delaware business trust, as initial beneficiary (the "UTI Beneficiary"), Nissan Motor Acceptance Corporation, a California corporation, as servicer (in such capacity, the "Servicer"), NILT, Inc., a Delaware corporation, as trustee (in such capacity, the "Trustee"), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (in such capacity, the "Trust Agent"). RECITALS WHEREAS, Nissan-Infiniti LT is a Delaware business trust created pursuant to (i) a trust agreement, dated as of July 7, 1998, among the UTI Beneficiary, the Trustee and the Delaware Trustee (the "Original Trust Agreement"), and (ii) a certificate of trust filed with the Secretary of State of the State of Delaware on July 7, 1998; and WHEREAS, the parties hereto desire to amend and restate the Original Trust Agreement in its entirety for the purpose of taking assignments and conveyances of and holding in trust various assets described herein. 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 ONE DEFINITIONS AND INTERPRETIVE PROVISIONS Section 1.01. Definitions; Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) capitalized terms shall have the meanings ascribed thereto in Exhibit A, (ii) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (iii) references to this Agreement include all Exhibits hereto, (iv) 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, (v) 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, (vi) the term "include" and all variations thereof shall mean "include without limitation", (vii) the term "or" shall include "and/or", (viii) the term "proceeds" shall have the meaning ascribed to such term in the UCC and (ix) the phrase "Trustee on behalf of the Trust", or words of similar import, shall, to the extent required to effectuate the appointment of any co-trustee pursuant to Section 5.11, be deemed to refer to the Trustee (or such co-trustee) on behalf of the Trust. ARTICLE TWO THE TRUST Section 2.01. General. The Trust continued hereby shall be known as "Nissan-Infiniti LT", in which name the Trustee may conduct the business of the Trust. The Trustee may engage, in the name of the Trust or in its own name on behalf of the Trust, in the activities of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. The parties hereto intend that the Trust be a business trust under the Delaware Act and that this Agreement shall constitute the governing instrument of the Trust. The Trustee shall have all rights, powers and duties set forth herein and in the Delaware Act with respect to accomplishing the purposes of the Trust. Section 2.02. Offices. The principal office of the Trust, and such additional offices as the Trustee may establish, shall be located at such place or places, inside or outside of the State of Delaware, as the Trustee may designate from time to time by written notice to each Beneficiary, each Holder, each Registered Pledgee and the Servicer. Initially, the principal office shall be at the Trust Office. Section 2.03. Purposes. The purposes of the Trust are: (i) at the direction of the UTI Beneficiary, to take assignments and conveyances of, hold in trust and release its ownership interest in, the Trust Assets as nominee holder of legal title for the benefit of the Beneficiaries and the Holders, (ii) enter into and perform its obligations under the Trust Documents, (iii) to engage in any of the other activities described or authorized in this Agreement, any Supplement or any amendment hereto or thereto and (iv) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not engage in any activity other than the foregoing or other than as required or authorized by applicable law or the Trust Documents. Section 2.04. Conveyance of Trust Assets. (a) The UTI Beneficiary shall from time to time direct Dealers pursuant to the related Lease Agreements to assign to the Trust or the Trustee on behalf of the Trust, in trust, Eligible Leases, Leased Vehicles and other Trust Assets. In connection therewith, the Leased Vehicles shall be titled in the name of the Trust or the Trustee on behalf of the Trust and the Trustee shall accept such designation and, subject to the other terms of this Agreement (including each relevant Supplement), shall permit the related Certificates of Title to be issued in the name of the Trust or the Trustee on behalf of the Trust. If so provided in an applicable Supplement, all or part of the Leased Vehicles allocated to a Sub-Trust may be titled in the name of the Trust or the Trustee on behalf of the Trust during a Titling Grace Period. Legal title to all Trust Assets shall be vested in the Trust or the Trustee on behalf of the Trust as a separate legal entity except to the extent otherwise specifically provided herein or in any other Trust Document or where applicable state law requires any Trust Asset to be vested otherwise, in which case the Trustee shall, at the direction of the UTI Beneficiary or the Servicer, cause legal title to be held as required thereby. 2 (b) The Trustee hereby accepts and agrees to hold in trust all Trust Assets conveyed to it hereunder, for the use and benefit of, and as nominee holder of legal title for, the Beneficiaries and the Holders and their respective successors and assigns as may be designated pursuant to the terms hereof or as may otherwise succeed to the rights of a Beneficiary or Holder hereunder. Section 2.05. Document Execution and Performance. The Grantor and the Beneficiaries hereby authorize and direct the Trustee, and the Trustee hereby agrees, to: (i) at the request of the Servicer or the UTI Beneficiary, execute and deliver all agreements, instruments or documents necessary or advisable to accept the designation as nominee holder of legal title to Leases, Leased Vehicles and other Trust Assets as described herein and cause the related Certificates of Title to be issued in the name of the Trust or the Trustee on behalf of the Trust; (ii) enter into and perform its obligations under the Trust Documents; (iii) take action that is required or authorized to be taken by the Trustee or the Trust pursuant to applicable law as specified in the Trust Documents; (iv) exercise its rights and perform its duties as Trustee as specified in the Trust Documents; (v) at the direction of the Related Beneficiary and the Servicer (and, with respect to Trust Assets that are the subject of a Securitized Financing, subject to any additional requirements imposed by the related Securitized Financing Documents), (A) release, discharge, sell, assign, transfer, pledge, convey or otherwise dispose of any right, title or interest in and to any portion of the Related Trust Assets, (B) amend or revoke the terms hereof with respect to all or any portion of the Related Trust Assets and (C) enter into any and all agreements or instruments affecting all or any portion of the Related Trust Assets or affecting any other provision hereof; and (v) appoint the Servicer as the attorney-in-fact for the Trust as contemplated hereby or by any Servicing Agreement and direct the Servicer to perform such administrative duties on behalf of the Trust as are set forth herein and therein. 3 ARTICLE THREE BENEFICIAL INTERESTS IN THE TRUST Section 3.01. Allocation of Trust Assets to UTI and SUBIs; Sub-Trusts. (a) Subject to Section 3.02, as directed in writing by the UTI Beneficiary, from time to time, the Trustee shall establish one or more "special units of beneficial interest" in the Trust (each, a "SUBI") and allocate or cause to be allocated to each such SUBI on the books and records of the Trust such Trust Assets (the "SUBI Assets") as shall be identified by the UTI Beneficiary. Each SUBI shall be established pursuant to a SUBI Supplement and shall have the name and initial Related Beneficiary designated by the UTI Beneficiary. Each SUBI Supplement shall amend this Agreement only with respect to the SUBI to which it relates. The Trustee shall hold the related SUBI Assets for the benefit of the Holders from time to time of the related SUBI Certificates. All Trust Assets that have not been allocated from time to time to a SUBI (collectively, the "UTI Assets") shall be identified on the books and records of the Trust as being allocated to the beneficial interest in the Trust constituting the "undivided trust interest" (the "UTI"). The Trustee shall hold the UTI Assets for the benefit of the Holders from time to time of the UTI Certificates. (b) The UTI and each SUBI and their Related Assets, shall each constitute a separate series of the Trust pursuant to Section 3806(b)(2) of the Delaware Act (each, a "Sub-Trust"). The Servicer shall maintain separate records for each Sub-Trust, and the Related Trust Assets shall be held and accounted for separately from Trust Assets allocated to any other Sub-Trust. Subject to the right of the Trustee to allocate certain Liabilities, costs, charges and reserves as may be provided in the Supplements, and in accordance with Section 3804(a) of the Delaware Act or to the extent otherwise permitted by applicable law, all debts, Liabilities and obligations incurred, contracted for or otherwise existing with respect to a Sub-Trust shall be enforceable against the Related Trust Assets only, and not against Trust Assets allocated to any other Sub-Trust and the Related Trust Assets of a Sub-Trust shall not be subject to the debts, Liabilities or obligations of any other Sub-Trust. Every note, bond, contract or other undertaking issued by or on behalf of a Sub-Trust (including each related Certificate) shall include a recitation limiting the obligation represented thereby to the related Sub-Trust and the Related Trust Assets. The Certificate of Trust shall include notice of the limitation of liabilities of each Sub-Trust in accordance with Section 3804(a) of the Delaware Act. Except as otherwise provided for in this Agreement or in a Supplement, all payments made on or in respect of the Trust Assets allocated to each Sub-Trust shall be paid to or upon the order of the Holders of the Certificates related to such Sub-Trust. Section 3.02. SUBI Certificates. (a) Upon allocation to a SUBI, the related SUBI Assets shall no longer be UTI Assets unless and until specifically reallocated to the UTI from the SUBI. Each SUBI shall constitute a beneficial interest solely in the related SUBI Assets and shall be represented by one or more Certificates (each, a "SUBI Certificate") issued pursuant to a SUBI Supplement. The Trustee shall deliver each SUBI Certificate to or upon the order of the UTI Beneficiary. Each SUBI 4 Certificate and the interest in the SUBI evidenced thereby shall constitute a "certificated security" within the meaning of Section 8-102(15) of the UCC. (b) Notwithstanding anything to the contrary contained in this Section, if a UTI Pledge exists, the Trustee shall create a new SUBI and issue to or upon the order of the UTI Beneficiary a new SUBI and one or more related SUBI Certificates only (i) upon receipt of an Officer's Certificate of the UTI Beneficiary, dated as of the date of issuance of the related SUBI Certificate, to the effect that after giving effect to the creation of such SUBI, the transfer to the Related Beneficiary (and, if applicable, a Special Purpose Affiliate) of any SUBI Certificate in connection therewith and the application by such Related Beneficiary (and, if applicable, a Special Purpose Affiliate) of any net proceeds from any Securitized Financing involving such SUBI and SUBI Certificate, no Event of Default under any Securitized Financing secured by a UTI Pledge has occurred and is continuing, and (ii) provided that, as of the date of issuance of such SUBI Certificate, the Trustee has not received a UTI Pledge Default Notice. (c) Each SUBI Certificate shall contain (i) an express waiver of any Claim by the Holder thereof to any proceeds or assets of the Trustee and to all Trust Assets other than those from time to time allocated to the related SUBI as SUBI Assets and proceeds thereof, and (ii) an express subordination in favor of the Holder of any Other SUBI Certificate or a UTI Certificate by the Holder of such SUBI Certificate of any Claim to any Other SUBI Asset or UTI Asset, respectively, that, notwithstanding such waiver, may be determined to exist. Section 3.03. UTI Certificates. The UTI shall constitute a beneficial interest solely in the UTI Assets and shall initially be represented by one Certificate (the "UTI Certificate") registered in the name of NILT Trust, representing a 100% ownership interest in the UTI. The Trustee shall deliver to or upon the order of the UTI Beneficiary its UTI Certificate. Notwithstanding the foregoing and subject to Section 3.04(a), at the request of the UTI Beneficiary (but only with the consent of the Registered Pledgee of any UTI Pledge), the UTI may be represented by one or more additional Certificates that, in the aggregate, represent the entire UTI. Any such additional Certificates shall be issued pursuant to a UTI Supplement, which may specify any terms or conditions relevant to the issuance thereof. Each UTI Certificate shall be substantially in the form of Exhibit C hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this Agreement, and may have such letters, numbers or other marks of identification and such legends and endorsements consistent with this Agreement as may be directed by the UTI Beneficiary. Each UTI Certificate and the interest in the UTI evidenced thereby shall constitute a "certificated security" within the meaning of Section 8-102(15) of the UCC. Any portion of a UTI Certificate may be set forth on the reverse thereof, in which case the following text shall be inserted on the face thereof, in relative proximity to and prior to the signature of the Trustee executing such UTI Certificate: "Reference is hereby made to the further provisions of this UTI Certificate set forth on the reverse hereof, which provisions shall for all purposes have the same effect as if set forth at this place". 5 Each UTI Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner consistent with this Agreement as may be determined by the UTI Beneficiary. Section 3.04. Transfer and Assignment of Certificates; Minimum Net Worth. (a) Except as provided in Section 7.03(b), neither the UTI nor any UTI Certificate shall be transferred or assigned and, to the fullest extent permitted by applicable law, any such purported transfer or assignment shall be deemed null, void and of no effect under this Agreement. Notwithstanding the foregoing, (i) the UTI or one or more UTI Certificates may be pledged in connection with a Securitized Financing, and a security interest therein granted, and may be transferred or assigned absolutely to or by the pledgee thereof solely in connection with the exercise of remedies with respect to an Event of Default under or with respect to such Securitized Financing; provided, that any such pledgee must (A) give a non-petition covenant substantially similar to that set forth in Section 8.08 and (B) execute an agreement in favor of the Holders from time to time of any SUBI Certificates to release all Claims to the related SUBI Assets and, in the event that such release is not given effect, to subordinate fully all Claims such pledgee may be deemed to have against such SUBI Assets and (ii) the UTI Beneficiary may transfer a 1% ownership interest in the UTI to a Relevant Bankruptcy Entity, provided that such Relevant Bankruptcy Entity shall be bound by all terms and conditions of this agreement as a UTI Beneficiary. (b) No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in this Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void and of no effect under this Agreement. Notwithstanding the foregoing, any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. Notwithstanding the foregoing, the related transferee, assignee or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 8.08 and (ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any Other SUBI Certificate to release all Claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all Claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. (c) The UTI Beneficiary shall at all times maintain a minimum net worth (excluding the value of any UTI Certificates of which the UTI Beneficiary is a Holder) equal to 10% of the net Capital Contributions made by the UTI Beneficiary to the UTI. Each Related Beneficiary and related Special Purpose Affiliate shall maintain such minimum collective net worth or interest in a SUBI as may be required by the related SUBI Supplement. For the purposes of this paragraph, all Trust Assets that are conveyed as, or acquired with the proceeds of, Capital Contributions pursuant to Section 2.04(a) shall be deemed Capital Contributions to the Sub-Trust, to which such Trust Assets are allocated as of the date on which the related net worth calculation is made. 6 Section 3.05. Registration and Transfer of Certificates; Validity. (a) The Trustee shall keep or cause to be kept at the corporate trust office of the Trustee (or the Trust Agent, if applicable) sufficient books for the registration of transfer or pledge of Certificates (the "Certificate Register"), which shall at all times be open to inspection by the Related Beneficiaries and the related Holders. Subject to Sections 3.02(b) and 3.04 and any other restrictions on transfer or pledge specified in a related Certificate or related Supplement, upon presentation for such purpose, provided that the requirements of Section 8-401 of the UCC have been met, the Trustee shall, under such reasonable regulations as it may prescribe, register or cause to be registered on the Certificate Register the transfer or pledge of such Certificate, accompanied by a written instrument of transfer or pledge conforming to the requirements specified in such Certificate or Supplement, presented for registration of transfer or pledge by the Holder thereof in conformity with such additional requirements as may be specified in such Certificate or Supplement. (b) A Certificate bearing the manual or facsimile signatures of individuals who were, at the time such signatures were affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate. Section 3.06. Beneficiaries; Action Upon Instruction. (a) A Beneficiary may be a Holder of a Certificate relating to any Sub-Trust and thereby acquire all rights accorded to a Holder under this Agreement, any related Supplement or any other applicable Trust Document, subject to such restrictions on voting or other rights as may be contained therein. (b) Subject to Article Five, each Beneficiary may direct the Trustee to take action or refrain from taking action with respect to the Related Trust Assets, except to the extent such action or inaction would conflict with any other provision of this Agreement, the other Trust Documents or any related Securitized Financing Documents. Such direction shall be accompanied by an Officer's Certificate of such Beneficiary delivered to the Trustee certifying that such direction is authorized by or not in conflict with this Agreement, the other Trust Documents or any related Securitized Financing Documents. Such action may include, among other things, delivering or distributing to or upon the order of the Related Beneficiary all or any number of related Leases or Leased Vehicles or other Related Trust Assets. Section 3.07. Filings. The Grantor, the Beneficiaries and the Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the Servicer or a Related Beneficiary to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the UTI and any SUBIs, including filing or causing to be filed UCC financing statements and executing and delivering any related filings, documents or writings hereunder or under the other Trust Documents or any related Securitized Financing Documents. Notwithstanding the foregoing, except as otherwise provided in a Supplement or any related Securitized Financing Documents, in no event shall the Grantor, any Beneficiary or the Trustee 7 be required to take any action to perfect (i) any allocation of UTI Assets in connection with a UTI Pledge or (ii) any security interest that may be deemed to be held by any Person in any UTI Leased Vehicle. The Grantor and the Beneficiaries each hereby revocably makes and appoints each of the Trustee and the Servicer, and any of their respective officers, employees or agents, as its true and lawful attorney-in-fact (which appointment is coupled with an interest and is revocable but, in the case of the Servicer, only for so long as such Servicer is acting in such capacity) with power to sign on behalf of the Grantor or the Beneficiaries any financing statements, continuation statements, security agreements, mortgages, assignments, affidavits, letters of authority, notices or similar documents necessary or appropriate to be executed or filed pursuant to this Section. Section 3.08. Allocation of Expenses and Indemnification. (a) Except as otherwise provided in a Supplement, the UTI Beneficiary shall be liable for all Liabilities arising with respect to the UTI Assets or the operation of the UTI; provided, however, that any Liability of the Grantor with respect to any Securitized Financing shall be as set forth in the related Securitized Financing Documents. To the extent that the Grantor shall have paid or suffered any Liability with respect to the UTI Assets or the operation of the UTI, and to the extent such Liability was not caused by the willful misconduct or bad faith of the Grantor, the Grantor shall be indemnified, defended and held harmless out of the UTI Assets in accordance with Section 3.08(b) against any such Liability (including reasonable attorneys' and other professionals' fees and expenses). (b) Notwithstanding any other provision of this Agreement or any other Trust Document, to the extent that a Liability shall be incurred or suffered with respect to, or is attributable to, any Trust Assets (the "Affected Trust Assets") allocated to one or more Sub-Trusts, each such Sub-Trust shall, from and to the extent of monies from time to time on deposit in the related Collection Accounts, bear in full such Liability pro rata in the ratio of the aggregate Cash Value of the Affected Trust Assets in all such Sub-Trusts and, in accordance with Section 3804(a) of the Delaware Act, all other Sub-Trusts shall bear none of such Liability; provided, however, that to the extent any such Liability is suffered with respect to all Trust Assets generally, each Sub-Trust shall, from and to the extent of monies from time to time on deposit in the related Collection Accounts, bear such Liability in proportion to the ratio of the aggregate Cash Value of the Trust Assets in such Sub-Trust to the aggregate Cash Value of all Trust Assets. In each case in which more than one Sub-Trust is to bear any such Liability, the Trustee shall, at the direction of the Servicer, transfer periodically from each related Collection Account to the UTI Collection Account or such Trust Account as may be designated by a related SUBI Supplement, as the case may be, the share of such Liability borne by each such Sub-Trust. (c) If, notwithstanding the provisions of this Agreement and Section 3804 of the Delaware Act, a third party Claim against the Trust Assets is satisfied out of the Trust Assets in proportions other than as provided in Section 3.08(b), then, notwithstanding anything to the contrary contained herein, the Servicer shall promptly identify and reallocate (or cause the Trustee to identify and reallocate) the remaining Trust Assets among each Sub-Trust such that each Sub-Trust shall bear the expense of such Claim as nearly as possible as if such Claim had been allocated as provided in Section 3.08(b). 8 Section 3.09. Insurance Policies. (a) Except as otherwise provided in a Supplement, the Related Beneficiary (or Special Purpose Affiliate, if applicable) shall cause to be maintained, and no Beneficiary or Special Purpose Affiliate shall, without the prior written consent of the Servicer of the Related Trust Assets, which consent may not be unreasonably withheld, cause the termination of one or more contingent liability, excess liability or umbrella Insurance Policies providing coverage against third party Claims that may be raised against the Trust, the Trustee on behalf of the Trust or the Trust Agent with respect to each Leased Vehicle, including automotive vehicle liability coverage in an amount at least equal to $5 million per occurrence (which policy may be a blanket Insurance Policy covering the Related Beneficiary or Special Purpose Affiliate, as applicable, and one or more Affiliates). (b) The Related Beneficiary or Special Purpose Affiliate, as applicable, shall cause each Insurance Policy required to be maintained by it pursuant to this Section to name the Trust or the Trustee on behalf of the Trust as an additional insured or loss payee. 9 ARTICLE FOUR PAYMENTS; TRUST ACCOUNTS Section 4.01. Payments from Trust Assets Only. (a) Except as otherwise provided in this Agreement and the other Trust Documents, all payments, if any, to be made by the Trustee other than amounts (i) owing by the Trustee arising from its willful misfeasance, bad faith or negligence or (ii) advanced by the Servicer, shall be made only from any then available Trust Assets and only to the extent the Trustee shall have received income or proceeds therefrom to make such payments in accordance with the terms hereof. (b) Except as otherwise provided in this Agreement and the other Trust Documents, all amounts payable to a Holder shall be paid or caused to be paid by the Trustee or the Servicer, as the case may be, to or for the account of such Holder in immediately available funds by wire transfer. Section 4.02. Trust Accounts. (a) Except as otherwise provided in any Supplement or Servicing Agreement, the Trustee shall establish and maintain with respect to the UTI and each SUBI, a Collection Account, a Payahead Account and a Residual Value Surplus Account. The Trustee shall establish and maintain with respect to the UTI or any SUBI such other accounts as may be specified in a related Supplement or any Servicing Agreement. Except as otherwise provided in a related Supplement or Servicing Agreement, each of such Trust Accounts shall be a segregated trust account established and maintained with the Trustee or the Trust Agent in the name of the Trustee, provided that the Trustee or the Trust Agent, as the case may be, maintains the Required Deposit Rating. Except as otherwise provided in this Agreement, the other Trust Documents and any related Securitized Financing Documents, none of the Grantor, the Servicer, the Beneficiaries, any Special Purpose Affiliate or any Holder shall have any right to withdraw funds from any Trust Account without the express written consent of the Trustee; provided, however, that the Trustee, with the express written consent of the Related Beneficiary or a Special Purpose Affiliate (if applicable), shall so consent as to each Trust Account to the extent provided for in any Supplement, Servicing Supplement or related Securitized Financing Documents. The Trustee may authorize the Related Beneficiary, any Special Purpose Affiliate (if applicable) or any Servicer to make deposits into and disbursements from any Trust Account in accordance with the terms and provisions of this Agreement, the other Trust Documents and any related Securitized Financing Documents. All amounts held in the Trust Accounts shall be invested by the Trustee at the direction of the Servicer in Permitted Investments until distributed or otherwise applied in accordance with this Agreement, the other Trust Documents or any related Securitized Financing Documents. Except as otherwise provided herein or in a related Supplement or Servicing Agreement, all earnings from the investment of monies in a Trust Account shall be deposited upon receipt into such Trust Account and any Loss on such investment shall be charged to such Trust Account. If the Trustee or the Trust Agent, as the case may be, at any time does not have the Required Deposit Rating, the Servicer shall, with the assistance of the Trustee 10 or the Trust Agent, as necessary, cause the related Trust Account to be moved to a depository institution or trust company that (i) is organized under the laws of the United States or any State and (ii) has the Required Deposit Rating. (b) Each SUBI Account shall relate solely to the related SUBI and each UTI Account shall relate solely to the UTI, and any funds therein shall not be commingled with any other monies, except as otherwise provided for or contemplated in this Agreement, the other Trust Documents or any related Securitized Financing Documents. The Trustee shall account for and record separately all amounts received by the Trustee relating to each Trust Account from the Related Trust Assets and proceeds relating thereto. Section 4.03. Distribution of Funds. Except as otherwise provided in any Servicing Agreement, the Trustee, promptly upon receipt of an Officer's Certificate of the Servicer as to the amount of Excess Funds, shall pay to, or upon the order of, the Holder of the UTI Certificate, upon the request of the Holder, any or all Excess Funds so requested. Section 4.04. Default in UTI Pledge. In the event of a UTI Pledge Default Notice, the Trustee shall (i) not create any new SUBI and (ii) direct the Servicer to ensure that no additional Leases or Leased Vehicles are assigned to the Trust (other than (A) as provided for in Section 4.05 or (B) those Leases and Leased Vehicles the initial net investment value of which on the books of the Trust does not exceed the sum of any capital contributions made to the Grantor (and Capital Contributions made by the Grantor) specifically to fund the acquisition by the Trust of such Leases and Leased Vehicles for allocation to the UTI). Section 4.05. SUBI Lease Accounts. In the event that for any reason (i)(a) one or more different Servicers shall be engaged to service one or more Sub-Trusts or (b) circumstances with respect to any Securitized Financing secured by a UTI Pledge are such that (1) there has been a UTI Pledge Default Notice or (2) the Trustee has given the Servicer notice that a Trust Asset Transfer into one or more SUBIs would cause an Event of Default to occur in any Securitized Financing secured by such UTI Pledge and (ii) at such time the Trustee, acting pursuant to any SUBI Supplement and at the direction of the Related Beneficiary, would otherwise be causing the Servicer to effect Trust Asset Transfers from the UTI into one or more SUBIs: (A) the Trustee shall establish and maintain in its name for each SUBI a separate "SUBI Lease Account", each of which shall be a Trust Account and a SUBI Account; (B) to the extent that the Trustee would, but for clause (i) above, cause the transfer of funds from any SUBI Collection Account to the UTI Collection Account in connection with any Trust Asset Transfer, the Trustee shall instead cause the transfer of such funds from such SUBI Collection Account to the related SUBI Lease Account; (C) the Trustee shall direct the Servicer then servicing the related SUBI to acquire on behalf of the Trust, for the account of such SUBI rather than for the UTI, Leases and Leased Vehicles; and (D) the Trustee shall apply any such funds in any such SUBI Lease Account directly to reimburse the Servicer then servicing such SUBI for any payments made by it to honor drafts of Dealers in respect of such Leases and Leased Vehicles. In the event that Leases and Leased Vehicles are being acquired by any Servicer(s) on behalf of the Trust both with respect to the UTI and any SUBI simultaneously, the Trustee shall first allocate all such Leases and Leased Vehicles to such SUBI until funds available for such purpose in the related SUBI Lease Accounts are exhausted and shall then allocate all remaining Leases and Leased Vehicles to the UTI. 11 ARTICLE FIVE THE TRUSTEE Section 5.01. Duties and Powers of Trustee. (a) The Trustee undertakes to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any other Trust Document or as may be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Leased Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Leased Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee on behalf of the Trust, unless applicable law permits the transfer of ownership of a vehicle without an amendment to such vehicle's Certificate of Title); and (iii) activities ancillary thereto. The Trustee shall have such powers as are necessary and appropriate to the conduct of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor the Trustee shall: (i) issue interests in or securities of the Trust, other than the UTI, the UTI Certificate, one or more SUBIs and any SUBI Certificates; (ii) borrow money (except from NMAC or the UTI Beneficiary or their Affiliates in connection with the acquisition of Leases and Leased Vehicles); (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Servicer or the Related Beneficiary, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Servicer or the Related Beneficiary, as applicable, deems appropriate; (ii) file (or cause to be filed) in each jurisdiction that the Servicer or Related Beneficiary, as applicable, deems appropriate (A) notice reports and other required filings and (B) applications for Certificates of Title so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of the Leased Vehicles (and execute and deliver to each Dealer a power of attorney sufficient to allow such Dealer to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Leased Vehicles); (iii) to the extent that the Related Beneficiary or the Servicer, as applicable, deems it necessary or useful to have an Administrative Lien recorded on Certificates of Title, file (or cause to be filed) in each jurisdiction that the Related Beneficiary or the Servicer, as applicable, reasonably deems appropriate such applications as are necessary or appropriate to record upon each Certificate of Title an Administrative Lien in favor of an Administrative Lienholder; (iv) be the assignee of the Dealer/initial lessor with respect to the Leases in the event that the Trust cannot be such assignee; and (v) pay (or cause to be paid) all applicable Taxes and fees properly due and owing in connection with the Trustee's activities under this Agreement and the other Trust Documents to 12 which it is a party (other than Taxes in respect of income earned by the Trustee). The Servicer or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Servicing Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four and the other Trust Documents. (e) The Trustee, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee as shall be specifically required to be furnished pursuant to any provision of the Trust Documents, shall examine such instrument to determine whether it conforms to the requirements of the Trust Documents. (f) Neither the Servicer nor any Beneficiary shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes of the Trust as set forth in Section 2.03 or (ii) would result in the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as set forth in any Servicing Agreement or other Trust Document to which the Trust is a party on the terms and subject to the conditions specified therein. Section 5.02. Duty of Care. (a) Except during the continuance of an Event of Default, the Trustee need perform only those duties specifically set forth in this Agreement and the other Trust Documents. During the continuance of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Trust Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person's own affairs. No provision of this Agreement shall be construed to relieve the Trustee from Liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct; provided, however, that the Trustee shall not be personally liable: (i) for any action taken, suffered or omitted by it or any error of judgment, in each case made in good faith by any Responsible Officer of the Trustee or the Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such individual's knowledge of or familiarity with the particular subject, unless it shall be proved that the Trustee or Trust Agent was negligent or acted with bad faith or willful misconduct in performing its duties in accordance with the terms of this Agreement; and (ii) with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of (A) to the extent relating to the UTI, the UTI Beneficiary or any Registered Pledgee of a UTI Pledge (to the extent that such 13 Registered Pledgee is authorized to give such directions) or (B) to the extent relating to a SUBI, the Holder or Registered Pledgee of a related SUBI Certificate (in each case only to the extent such Registered Pledgee is authorized to give such direction) in connection with a Securitized Financing relating to the exercise of any power conferred upon the Trustee under this Agreement. (b) Notwithstanding Section 5.02(a), the Trustee shall not be required to expend or risk its own funds or otherwise incur Liability in the performance of any of its duties under this Agreement or the other Trust Documents, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or Liability is not reasonably assured to it, and none of the provisions contained herein or therein shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of a Servicer hereunder or under any Servicing Agreement except during such time, if any, as the Trustee shall be successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with this Agreement or any other Trust Document. (c) Except as otherwise authorized by the Trust Documents, the Trustee shall take no action as to which it has been notified by a Beneficiary or a Special Purpose Affiliate, or has actual knowledge, that such action would impair the beneficial interests in the Trust, impair the value of any Trust Asset or adversely affect the rating of any Rated Securities. (d) All information obtained by the Trustee regarding the other parties hereto or any of their respective Affiliates, or regarding the administration of the Trust, the Lessees, the Leased Vehicles or the Leases, whether upon the exercise of its rights under this Agreement, any other Trust Document or otherwise, shall be maintained by the Trustee in confidence and shall not be disclosed to any Person other than to the Trust Agent, the Grantor, the Beneficiaries, the Servicer or any Special Purpose Affiliate, unless such disclosure is required by applicable law or regulation or pursuant to valid legal process, or unless such information is already otherwise publicly available. Section 5.03. Certain Matters Affecting the Trustee. Except as otherwise provided in this Agreement: (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; provided that it shall be obligated to examine each such item specifically required to be furnished to it pursuant to the Trust Documents to determine whether they conform to the requirements of this Agreement or the other Trust Documents, as applicable. In particular, whenever any Trust Document provides that the Trustee shall receive or may rely upon the instructions or directions of a Beneficiary or a Holder, any written instruction or direction purporting to bear the signature of any authorized signatory of such Beneficiary or Holder reasonably 14 believed by the Trustee to be genuine may be deemed by the Trustee to have been signed or presented by the proper party. (b) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel. (c) Subject to Section 5.02(a), the Trustee shall be under no obligation to exercise any of the discretionary rights or powers vested in it by this Agreement or by any other Trust Document, or to institute, conduct or defend any litigation hereunder or in relation hereto or thereto, at the request, order or direction of one or more Beneficiaries or Holders pursuant to this Agreement or any other Trust Document, unless the Person or Persons making such request shall have offered the Trustee reasonable security or indemnity against any Liability, including reasonable fees and expenses of counsel, that may be incurred therein or thereby. (d) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by one or more Beneficiaries or Holders. Notwithstanding the foregoing, if the payment within a reasonable time to the Trustee of the Liability likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to it by the security afforded it by the terms of this Agreement or any other Trust Document, the Trustee may require reasonable indemnity against such Liability as a condition to so proceeding. The reasonable Liability relating to each such examination shall be paid by the Person(s) requesting such examination or, if paid by the Trustee, shall be reimbursed as a Trust Expense. (e) The Trustee may execute any of the trusts or powers or perform any duties under this Agreement or under the other Trust Documents either directly or by or through agents, attorneys, Trust Agents or custodians and shall not be liable for the negligence or willful misconduct of such agents, attorneys, Trust Agents or custodians appointed with due care. (f) The Trustee shall make a copy of this Agreement available for examination by the Holders and the Beneficiaries during normal business hours at the address specified in Section 8.03(iii), or at such other address as shall be designated by the Trustee in a written notice in accordance with Section 8.03(x). Section 5.04. Trustee Not Liable for Certificates or Leases. The Trustee shall not have any obligation to perform any of the duties of the Grantor or the Servicer unless explicitly set forth in this Agreement or any other Trust Document to which the Trustee is a party. The Trustee shall not at any time have any responsibility or Liability for or with respect to: (i) the legality, validity and enforceability of any security interest in any Trust Asset; (ii) the perfection or priority of such a security interest or the maintenance of any such perfection and priority; (iii) the 15 efficacy of the Trust or its ability to generate the payments to be distributed to the Holders under the Trust Documents, including the existence, condition, location and ownership of any Trust Asset; (iv) the existence and enforceability of any Insurance Policy; (v) the existence and contents of any Lease or any computer or other record thereof; (vi) the validity of the assignment of any Trust Asset to the Trust or the Trustee on behalf of the Trust or of any intervening assignment; (vii) the completeness, performance or enforcement of any Lease; (viii) the compliance by the Grantor or the Servicer with any covenant or the breach by the Grantor, any Beneficiary or the Servicer of any warranty or representation in any Trust Document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; (ix) any investment of monies at the direction of the Servicer or any Loss resulting therefrom; (x) the acts or omissions of any Dealer or other Person in connection with the origination of any Lease; (xi) any action of the Servicer taken in the name of the Trustee; or (xii) any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement or the other Trust Documents to which the Trustee is a party. Except with respect to a Claim based on the Trustee's willful misconduct, bad faith or negligence, (i) no recourse shall be had against the institution serving as Trustee in its individual capacity for any Claim based on any provision of this Agreement or any such other Trust Document, a Certificate or any Trust Asset or assignment thereof and (ii) the Trustee shall not have any personal obligation, Liability or duty whatsoever to any Holder or any other Person with respect to any such Claim, and any such Claim shall be asserted solely against the Trust Assets or any indemnitor that shall furnish indemnity as provided for in this Agreement or in the other Trust Documents. The Trustee shall not be accountable for the use or application by a Holder or a Special Purpose Affiliate of any Certificate(s) or the proceeds thereof, or for the use or application of any funds properly paid to the Servicer pursuant to any Servicing Agreement. Section 5.05. Indemnification of Trustee and Trust Agents. The Trustee (and the Trust Agent, as applicable) shall be indemnified and held harmless out of and to the extent of the Trust Assets with respect to any Loss incurred by the Trustee arising out of or incurred in connection with (i) any Trust Assets (including any Loss relating to Leases, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices and any other Loss arising in connection with any Lease, personal injury or property damage Claims arising with respect to any Leased Vehicle or any Loss with respect to any Tax arising with respect to any Trust Asset) or (ii) the acceptance or performance by the Trustee of the trusts and duties contained in this Agreement or any other Trust Document, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 3.08 or in a Supplement; provided, however, that the Trustee shall not be indemnified or held harmless out of the Trust Assets as to any such Loss (i) for which the Servicer shall be liable pursuant to Section 6.02 or a corresponding section of any Supplement (unless (A) the Servicer would be entitled to reimbursement of such Loss from Trust Assets pursuant to a related Servicing Agreement or (B) the Servicer shall not have paid such Loss upon the final determination of its liability therefor), (ii) incurred by reason of the Trustee's willful misconduct, bad faith or negligence or (iii) incurred by reason of the Trustee's breach of Section 5.07(a)(i), Section 5.12 or its representations and warranties pursuant to any Servicing Agreement. To the extent that Trust Assets are employed to pay any Loss incurred by the Trustee for which the Servicer is 16 determined to be liable pursuant to Section 6.02 or a corresponding section of any Supplement, the Trust shall be subrogated to all rights of the Trustee to recover such Loss from the Servicer. Section 5.06. Trustee's Right Not to Act. Notwithstanding anything to the contrary contained herein, the Trustee shall have the right to decline to act in any particular manner otherwise provided for herein or in the other Trust Documents if the Trustee, being advised in writing by counsel, determines in good faith that such action may not lawfully be taken or would subject it to personal Liability or be unduly prejudicial to the rights of any Holder; and provided further, that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by it that is not inconsistent with such otherwise required acts. Section 5.07. Qualification of Trustee. (a) Except as otherwise provided in this Agreement, the Trustee shall at all times be (i) a corporation organized under the laws of the United States or any State (which corporation shall not be a Beneficiary or any Affiliate thereof), (ii) qualified to do business in the States requested in writing by the Servicer and (iii) otherwise acceptable to each Rating Agency. (b) In the event the Trustee complies with Section 5.07(a) but has its principal place of business outside of the State of Delaware, then there shall at all times be a co-trustee appointed to act as the Delaware Trustee pursuant to Section 3807 of the Delaware Act. The Delaware Trustee shall serve as such for the sole purpose of satisfying the requirement of Section 3807 of the Delaware Act that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto and the Holders that the Delaware Trustee shall have none of the duties or Liabilities of the Trustee. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) or Liabilities relating thereto to the Trust or the Holders, it is hereby understood and agreed by the parties hereto and the Holders that such duties and Liabilities are replaced by the duties and Liabilities of the Delaware Trustee expressly set forth in this Agreement. Section 5.08. Resignation or Removal of Trustee. (a) The Trustee may not at any time resign without the express written consent of the UTI Beneficiary, which consent shall not be unreasonably withheld. (b) The UTI Beneficiary may remove the Trustee (i) if (A) at any time the Trustee shall cease to be qualified in accordance with Section 5.07, (B) any representation or warranty made by the Trustee pursuant to Section 5.12 shall prove to have been untrue in any material respect when made, but the Trustee shall fail to resign after written request therefor by the UTI Beneficiary, (C) at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, (D) a receiver of the Trustee or of its property shall be appointed or (E) any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or (ii) at its discretion, subject to 17 Section 5.14(b). Upon the removal of the Trustee, the UTI Beneficiary shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, together with payment of all fees and expenses owed to the outgoing Trustee. (c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Article shall not become effective until acceptance of appointment by the successor Trustee. Section 5.09. Successor Trustee. Any successor Trustee appointed as provided in Section 5.08 shall execute, acknowledge and deliver to the Servicer, the predecessor Trustee, and each Beneficiary an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of such predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement and the other Trust Documents to which the Trustee is a party, with like effect as if originally named as Trustee. The predecessor Trustee shall deliver to the successor Trustee all documents held by it under this Agreement and the other Trust Documents, and the predecessor Trustee and the other parties to the Trust Documents shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section unless, at the time of such acceptance, such successor Trustee shall be eligible under Section 5.07. Upon acceptance of appointment by a successor Trustee as provided in this Section, the successor Trustee shall mail notice of its appointment under this Agreement to each Notice Party. The UTI Beneficiary shall mail notice of the successor of such Trustee under this Agreement to each related Holder. If the UTI Beneficiary fails to mail such notice within ten days after acceptance of appointment by the successor Trustee, such successor Trustee shall cause such notice to be mailed at the expense of UTI Beneficiary. Section 5.10. Merger or Consolidation of Trustee. The Trustee shall not merge or consolidate with, or sell all or any substantial part of its assets to, any other entity or Person without the express written consent of the UTI Beneficiary. Any such entity (i) into which the Trustee may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Trustee shall be a party or (iii) which may succeed to the corporate trust business of the Trustee, and in each case which executes an agreement of assumption to perform every obligation of the Trustee under this Agreement, shall be the successor of the Trustee hereunder, provided such entity shall be eligible pursuant to Section 5.07, without the execution or filing of any instrument or any further act on the part of any of the parties hereto other than the written consent of the UTI Beneficiary. The Trustee shall give notice to each Rating Agency prior to effecting any merger, conversion, consolidation or other transaction described in this Section. Section 5.11. Co-Trustees, Separate Trustees, Nominees and Trust Agents. (a) Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any Trust Assets may at 18 the time be located or within which such Trust Assets are to be acquired, the UTI Beneficiary and the Trustee, acting jointly, shall have the power to execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Trustee, or as a separate trustee or nominee holder of legal title, of all or any part of such Trust Assets, and to vest in such Person, in such capacity and for the benefit of the Related Beneficiary, the Holders and their permitted assigns, such title to such Trust Assets, or any part thereof, and, subject to the other provisions of this Section, such rights, powers, duties, obligations, rights and trusts as the UTI Beneficiary and the Trustee may consider necessary or desirable. No such co-trustee, separate trustee or nominee holder of legal title shall be required to meet the terms of eligibility as a successor Trustee pursuant to Section 5.09, except that no such co-trustee, separate trustee or nominee holder of legal title under this Agreement may be a Beneficiary or any Affiliate thereof. (b) Each co-trustee, separate trustee and nominee holder of legal title shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred upon and exercised or performed by the Trustee and such co-trustee, separate trustee or nominee holder of legal title jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee under this Agreement or as successor to the Servicer under this Agreement or any Servicing Agreement), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee, separate trustee or nominee holder of legal title, but solely at the direction of the Trustee; (ii) no trustee or nominee holder of legal title hereunder shall be personally liable by reason of any act or omission of any other trustee or nominee holder of legal title hereunder; and (iii) the UTI Beneficiary and the Trustee, acting jointly, may at any time accept the resignation of or remove any co-trustee, separate trustee or nominee holder of legal title. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each co-trustee, separate trustee and nominee holder of legal title, as effectively as if given to each of them. Every instrument appointing any co-trustee, separate trustee or nominee holder of legal title shall refer to this Agreement and the conditions of this Section. Each co-trustee, separate trustee and nominee holder of legal title, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all provisions of this Agreement, specifically including every provision relating to the conduct of, affecting the Liability of or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Servicer and each Related Beneficiary. 19 Any co-trustee, separate trustee or nominee holder of legal title may at any time, and shall, at the request of the Trustee, appoint the Trustee, the Trust Agent or the Servicer its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any co-trustee, separate trustee or nominee holder of legal title shall die, become incapable of acting, resign or be removed, then all of its estates, properties, rights, remedies and trusts relating to this Agreement and the Trust Assets shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Agreement, the appointment of any co-trustee, separate trustee or nominee holder of legal title shall not relieve the Trustee of its obligations and duties under this Agreement. (d) The Trustee may enter from time to time into one or more Trust Agency Agreements with a Trust Agent that is by experience and expertise qualified to act in a trustee capacity and otherwise acceptable to the UTI Beneficiary. The Trustee shall provide prompt notice of the appointment of each Trust Agent (other than the initial Trust Agent) to each Notice Party. Except as otherwise provided herein or in any related Trust Agency Agreement, the Trust Agent shall be responsible for all duties and obligations of the Trustee hereunder and under each other Trust Document to which the Trustee is a party, and the Trustee hereby delegates to the Trust Agent all power and authority delegable by the Trustee hereunder and thereunder in order better to be able to carry out its duties as Trust Agent. Each Trust Agency Agreement shall specify the duties, powers, Liabilities, obligations and compensation of the Trust Agent to carry out on behalf of the Trustee all of its obligations as Trustee arising under this Agreement or the other Trust Documents to which the Trustee is a party and shall contain a non-petition covenant substantially identical to that set forth in Section 8.08; provided, however, that nothing contained in any Trust Agency Agreement shall excuse, limit or otherwise affect any power, duty, obligation, Liability or compensation otherwise applicable to the Trustee hereunder. Notwithstanding the foregoing or the provisions of any Trust Agency Agreement, the Trustee shall replace any Trust Agent if (i) in the judgment of the Related Beneficiary, the compensation or level of service of such Trust Agent shall no longer be reasonably competitive with those of any alternative agent reasonably proposed by the Related Beneficiary, (ii) the Trust Agent has materially breached its obligations under the related Trust Agency Agreement and the UTI Beneficiary or any Holder have given written notice to the Trustee and the Trust Agent of such breach and the Trust Agent has not cured such breach in all material respects within 30 Business Days thereafter or (iii) any Rating Agency shall require the replacement of such Trust Agent. The Trustee hereby engages U.S. Bank as the initial Trust Agent, the UTI Beneficiary hereby consents to such appointment and U.S. Bank hereby accepts such engagement, with all provisions of this Section relating to Trust Agents, together with Section 8.08, constituting a Trust Agency Agreement between U.S. Bank and the Trustee, subject to any amendment or supplement thereto between such parties not inconsistent herewith. So long as the Trustee is a Subsidiary of the Trust Agent, the Trustee shall pay the Trust Agent reasonable compensation for its services and shall provide such reimbursement of expenses as are separately agreed to by the Trustee and the Trust Agent. The Trust Agent shall be entitled to all of the benefits, protections, indemnities and rights of reliance set forth in this Agreement with regard to the Trustee. The Trust Agent may resign 20 hereunder upon giving 30 days' prior written notice to each Notice Party. Notwithstanding the foregoing, unless otherwise agreed to by the Trustee and the UTI Beneficiary, such resignation shall be effective only upon the appointment of a successor Trust Agent in accordance with the terms hereof. Section 5.12. Representations, Warranties and Covenants of Trustee. The Trustee hereby makes the following representations, warranties and covenants on which the other parties hereto, their respective permitted assignees and pledgees, each Holder (and beneficial owner of any portion of the related Certificate in connection with a Securitized Financing) and each Beneficiary may rely: (i) The Trustee is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing in each State identified in an Officer's Certificate of the Servicer delivered on the Effective Date. The Trustee shall promptly take or cause to be taken all such actions and execute and file or cause to be executed and filed all such instruments and documents, the cost of which shall be a Trust Expense, as may reasonably be required in order for the Trustee to qualify to do business and be in good standing in each other State identified in writing from time to time by a Beneficiary or the Servicer. (ii) The Trustee has full power, authority and right to execute, deliver and, assuming that the filings set forth on an Officer's Certificate of the Servicer delivered on the Effective Date are sufficient to allow the Trustee to act as a trustee with respect to the Trust Assets, perform this Agreement in all material respects and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (iii) This Agreement has been duly executed and delivered by the Trustee, and is a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms. (iv) Neither the execution and delivery of this Agreement or the other Trust Documents to which the Trustee is a party, the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default (with notice or passage of time or both) under any provision of any judgment, decree or order binding upon the Trustee or the certificate of incorporation or bylaws of the Trustee or any provision of any material indenture, contract, agreement or other instrument to which the Trustee is a party or by which it is bound. (v) The Trustee has not engaged, is not currently engaged and will not engage during the term of this Agreement in any activity other than serving as Trustee and in such ancillary activities as are necessary and proper in order to act as Trustee pursuant to this Agreement and the other Trust Documents. 21 Section 5.13. Trustee's Fees and Expenses. Except as otherwise provided in the other Trust Documents, the Servicer shall, subject to reimbursement to the extent provided in a related Servicing Agreement (i) pay the Trustee, the Delaware Trustee and any other co-trustee reasonable compensation as shall be agreed upon from time to time by the Trustee, the Delaware Trustee or any other co-trustee, as the case may be, and the Servicer (and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by the Trustee, the Delaware Trustee or any other co-trustee, as the case may be, in the execution of the Trust and in the exercise and performance of any of the powers and duties under this Agreement and the other Trust Documents to which it is a party and (ii) reimburse the Trustee, the Delaware Trustee and any other co-trustee for all reasonable expenses (including reasonable attorneys' fees) for the Trustee's, the Delaware Trustee's or any other co-trustee's costs of qualification, periodic maintenance of corporate franchises and qualifications (excluding Taxes payable in respect of income earned by the Trustee, the Delaware Trustee or any other co-trustee), annual board of directors' meetings and all necessary corporate filings. Section 5.14. Trustee Stock. U.S. Bank hereby makes the following representations, warranties and covenants on which the other parties hereto, their respective permitted pledgees and assigns and each Holder (and beneficial owner of any portion of the related Certificate in connection with a Securitized Financing) and Beneficiary may rely: (i) All of the Trustee Stock is owned by U.S. Bank, free and clear of any Lien or other restriction, agreement or commitment of any kind (other than as provided for in this Agreement) that would in any way restrict its ability freely to transfer, convey and assign the Trustee Stock. All such Trustee Stock currently outstanding is (and any Trustee Stock that may be issued in the future will be) validly issued, fully paid and nonassessable and has not been (and will not be) issued in violation of any preemptive, first refusal or other subscription rights of any Person. There are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, exchange rights or other rights, agreements or commitments of any kind obligating U.S. Bank to sell any Trustee Stock or to issue any additional Trustee Stock to any Person. No additional Trustee Stock may be issued without the express written consent of the UTI Beneficiary. (ii) For so long as U.S. Bank is acting as a Trust Agent pursuant to this Agreement or any Trust Agency Agreement, but subject to any applicable legal or regulatory requirements, it shall retain ownership of all of the Trustee Stock. If at any time (and for any reason, including U.S. Bank's resignation or termination as Trust Agent or the dissolution of the Trust) U.S. Bank either is no longer acting as a Trust Agent or is no longer able, due to legal or regulatory changes, to own the Trustee Stock or the Trustee would have to be removed pursuant to Section 5.08(b) as a result of its being owned by U.S. Bank, U.S. Bank shall (A) notify the UTI Beneficiary of such event and (B) sell to the designee of the UTI Beneficiary (which shall not be a Beneficiary or an Affiliate thereof), at the option of the UTI Beneficiary, without recourse except with respect to the representations, warranties and covenants contained herein, all of the Trustee Stock for the sum of $10 plus all Liquid Trustee Assets. Such designee shall have 120 days from the date of receipt of such notice in which to exercise such option and to consummate such acquisition, during which time U.S. Bank shall not offer for sale or sell any Trustee 22 Stock to any other Person. If such designee does not consummate such acquisition within such period, U.S. Bank may offer for sale or sell to any Person any or all of the Trustee Stock or may dissolve the Trustee; provided, however, that if, upon or in connection with U.S. Bank no longer being a Trust Agent, a successor Trust Agent shall be appointed by the Trustee, U.S. Bank shall next grant to such successor Trust Agent an option for it or its designee to buy the Trustee Stock without recourse except with respect to the representations, warranties and covenants contained herein, for the sum specified above. Such successor Trust Agent or its designee shall have 120 days from the date of receipt of such offer in which to exercise such option and consummate such acquisition, during which time no Trustee Stock may be offered for sale or sold to any Person other than such successor Trust Agent or its designee. Upon any timely exercise of the foregoing option to acquire the Trustee Stock, U.S. Bank shall promptly tender all Trustee Stock to such buyer at a time and place determined by the buyer, duly endorsed in blank or with duly endorsed stock powers attached, against payment of the purchase price. U.S. Bank shall pay any transfer or similar taxes arising from a transfer of the Trustee Stock as contemplated herein; provided, however, that the UTI Beneficiary shall pay such amounts if the Trustee is removed pursuant to Section 5.08(b)(ii). Section 5.15. Limitation of Liability of Trustee. (a) Notwithstanding anything contained herein to the contrary, in no event shall NILT, Inc., in its individual capacity, or any Trust Agent appointed hereunder have any Liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder (other than any certificate of authentication), as to all of which recourse shall be had solely to the Trust Assets. (b) For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Trustee and the Trust Agent shall be subject to, and entitled to the benefits of, the terms and provisions of Article Five. (c) Except as otherwise indicated by context, any reference herein to actions taken or amounts received in trust by the Trustee shall be deemed to mean the Trustee, acting on behalf of the Trust and all Beneficiaries. (d) The Trustee hereby acknowledges and agrees that NMAC owns all rights to the name NILT, Inc. 23 ARTICLE SIX THE SERVICER Section 6.01. Duties and Powers of Servicer. The Servicer is hereby appointed and authorized to act as attorney-in-fact for the Trust, and in such capacity shall manage, service, administer, dispose of and make collections on the Trust Assets with reasonable care, using that degree of skill and attention that it exercises with respect to comparable assets that it services for itself or others. The Trustee shall enter into any and all agreements as a Beneficiary may, with the consent of the Servicer, direct in order to add, delete or amend any or all of the obligations of the Servicer hereunder in respect of all or any portion of the Related Trust Assets. The Servicer may retain subservicers or agents to assist the Servicer in performing its servicing functions; provided, however, that any delegation of duties to any subservicer or agent shall not relieve the Servicer of any of its obligations hereunder. The Servicer shall follow its customary standards, policies and procedures, as the same may change from time to time, and, unless otherwise indicated herein or in any Servicing Agreement, shall have full power and authority, acting alone, to take any action in connection with such managing, servicing, administering, disposing of and collecting that it may deem necessary or desirable in the interest of the Trust. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Beneficiaries and the Trust (i) to execute and deliver, on behalf of the Trust, any and all instruments, certificates or other documents necessary or advisable to record and maintain title to the Leased Vehicles in the name of the Trust or the Trustee on behalf of the Trust and to release interests of the Trust, the Trustee and the Beneficiaries in any Leased Vehicle in connection with the sale or other disposition of such Leased Vehicle as contemplated by this Agreement and the other Trust Documents, (ii) to give all directions permitted to be given by the Servicer pursuant to this Agreement and (iii) to apply for and maintain the licenses, permits and authorizations and make the filings described in Section 5.01(c). The Servicer also shall be responsible for creating, maintaining and amending the Schedule of Leases and Leased Vehicles. The Servicer shall deliver to the Trustee (i) with respect to the UTI, upon request, and (ii) with respect to any SUBI, as specified in the related Supplement, a revised Schedule of Leases and Leased Vehicles. The Servicer is hereby authorized, in its own name, in the name of the Trust or in the name of the Trustee on behalf of the Trust, to commence, defend against or otherwise participate in a Proceeding relating to or involving the protection or enforcement of the interests of the Trust, the Trustee on behalf of the Trust, a Beneficiary or a Holder in any Lease, Leased Vehicle or other Trust Asset. If the Servicer shall commence, defend against or otherwise participate in a Proceeding in its own name, then the Trust, the Trustee on behalf of the Trust, such Holder or such Beneficiary shall thereupon be deemed to have automatically assigned its interest in (including legal title to) each related Lease, Leased Vehicle or other Trust Asset, as applicable, to the Servicer to the extent necessary for purposes of such Proceeding. The Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such Proceeding. The Trustee shall furnish the Servicer with any powers of attorney and other documents and take any other steps the Servicer may deem necessary or appropriate to enable it to carry out its duties under this Agreement and the other Trust Documents. If in any Proceeding it shall be held that the Servicer may not enforce the rights of the Trust, the Trustee 24 on behalf of the Trust, a Holder or a Beneficiary in any Lease, Leased Vehicle or other Trust Asset on the grounds that it is not the real party in interest or a holder entitled to enforce such Lease or other relevant document or instrument, then the Trustee, on behalf of the Trust, shall, at the direction of the Servicer, take steps to enforce the interest of the Trust, the Trustee on behalf of the Trust, a Holder or a Beneficiary in such Lease, Leased Vehicle or other Trust Asset, including bringing suit in its own name or in the name of the Related Beneficiary or related Holder. The Servicer shall advance the costs or expenses of any such action to the Trustee, subject to reimbursement to the extent provided in any related Servicing Agreement. Section 6.02. Liability of Servicer; Indemnities. (a) The Servicer shall be liable in accordance with this Agreement and the other Trust Documents only to the extent of the obligations specifically undertaken by the Servicer and shall have no other obligations or Liabilities hereunder or thereunder. Such obligations shall include, with respect to this Agreement, the obligation to indemnify, defend and hold harmless the following parties; provided, that the Trustee and the Trust Agent shall not receive payments hereunder to the extent they have been otherwise reimbursed for such amounts: (i) the Trust, the Trustee and the Trust Agent from and against (A) any and all Loss arising out of or resulting from the use or operation of any Leased Vehicle by the Servicer or any Affiliate thereof and (B) any Taxes that may at any time be asserted against the Trust, the Trustee or the Trust Agent with respect to the transactions contemplated by this Agreement (other than Taxes based on income payable to such Persons hereunder), including any sales, gross receipts, general corporation, tangible personal property, privilege or license Taxes and costs and expenses in defending against the same; (ii) the Trust, the Trustee, the Trust Agent, the Beneficiaries and the Holders from and against any and all Loss to the extent such Loss arose out of, or was imposed upon, such Persons by reason of (A) the performance by the Servicer of its duties hereunder or (B) the disregard by the Servicer of its obligations and duties in each case hereunder or under any Servicing Agreement; and (iii) the Trustee and the Trust Agent, from and against any Loss arising out of or incurred in connection with their acceptance or performance of the trusts and duties contained in this Agreement or any other Trust Document, except to the extent that any such Loss (A) is due to the willful misfeasance, bad faith or negligence (except for good faith errors in judgment) of the Trustee or the Trust Agent, (B) arises from the material breach by the Trustee or the Trust Agent of any of its obligations, representations or warranties set forth in this Agreement or in any Trust Agency Agreement or (C) arises out of or is incurred in connection with the performance by the Trustee of the duties of successor Servicer hereunder or under any Servicing Agreement. (b) If the Servicer has made any indemnity payments pursuant to this Section and the recipient thereafter collects any such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest. Indemnification under this Section shall 25 survive (i) any transaction described in Section 6.03 with respect to any Trust Assets as of the date of such transaction and any act, occurrence or transaction related thereto, whether arising before or after the date of such transaction and (ii) the termination of this Agreement and the other Trust Documents. Section 6.03. Merger of Servicer; Appointment of Nominee. Any corporation (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party, (iii) succeeding to the business of the Servicer or (iv) more than 50% of the voting stock of which is owned directly or indirectly by NMAC or any Affiliate thereof and which is otherwise servicing motor vehicle leases or retail installment sales contracts, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer, shall be the successor to the Servicer without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Section 6.04. Limitation on Liability of Servicer and Others. (a) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Servicer nor any of its directors, officers, employees or agents shall have any Liability to the Trust, the Trustee, the Trust Agent, any Beneficiary, any Holder, any Registered Pledgee or any Special Purpose Affiliate, for any action taken or for refraining from the taking of any action pursuant hereto or thereto, or for any error in judgment. Notwithstanding the foregoing, this provision shall not protect the Servicer or any such Person against any Liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties hereunder or thereunder. The Servicer and its directors, officers, employees and agents may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder or thereunder, and in so doing, shall not be acting in bad faith or with negligence, willful misfeasance or reckless disregard. (b) Except as otherwise provided in this Agreement and the other Trust Documents, the Servicer shall be under no obligation to appear in, prosecute or defend any Proceeding that is not incidental to its duties to service the Trust Assets in accordance herewith or therewith and that in its opinion may involve it in any Liability. Notwithstanding the foregoing, the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Trust Documents and the rights and duties of the parties hereto or thereto and the interests of any Beneficiary hereunder or thereunder. In such event, any Loss resulting from such action shall be (i) a Trust Expense of the related Sub-Trust and (ii) a Reimbursable Expense to the extent paid by the Servicer, and in each case shall be allocated to the Related Trust Assets. Section 6.05. Servicer Not to Resign; Delegation of Duties. (a) Subject to Section 6.03, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that the 26 performance of its duties under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor servicer shall have assumed the responsibilities and obligations of the Servicer. Neither the Trustee nor the Trust Agent shall be obligated to serve as successor servicer under this Agreement except upon its prior written consent. (b) Except as otherwise provided in this Agreement and the other Trust Documents, the Servicer may not assign any of its rights, powers, duties or obligations under this Agreement. Notwithstanding the foregoing, the Servicer may make such an assignment in connection with a consolidation, merger, conversion or other event made in compliance with Section 6.03. (c) Except as otherwise provided in this Agreement and the other Trust Documents, the duties and obligations of the Servicer under this Agreement shall continue until this Agreement has been terminated as provided in Section 7.01, and shall survive the exercise by the Trustee of any right or remedy under, or the enforcement by the Trustee of any provision of, this Agreement or any other Trust Document. Section 6.06. Servicing Compensation. The Servicer shall receive such fees and reimbursement for expenses with respect to the Trust Assets relating to the UTI or a SUBI, as applicable, as may be agreed to from time to time between the Servicer and the Related Beneficiary. Section 6.07. Powers of Attorney. The Servicer is hereby designated by each of the Trust and the Trustee as its true and lawful attorney-in-fact, with full power and authority to perform any and all acts related to managing, servicing, administering, disposing of and collecting all or any part of the Trust Assets and any and all acts otherwise required or permitted to be performed by the Servicer under this Agreement and the other Trust Documents. The Servicer is hereby authorized and empowered to execute and deliver, on behalf and in the name of the Trustee or the Trust, any and all instruments, certificates or other documents relating thereto. The Servicer shall also have the right, power and authority to designate in writing other Persons as true and lawful attorneys-in-fact for and on behalf of the Trustee and the Trust to do anything that the Servicer has the power to do under this Agreement and the other Trust Documents. Without limiting the generality of the foregoing, the Servicer or any such Person designated by the Servicer is hereby authorized and empowered by the Trustee and the Trust to (i) apply for and maintain the licenses, permits and authorizations and make the filings described in Section 5.01(c) and (ii) execute and deliver, on behalf of the Trustee and the Trust, any applications for or duplicates of Certificates of Title in the name of the Trust or the Trustee on behalf of the Trust, any applications for registration of Leased Vehicles or license plates, any applications for transfers of Certificates of Title or transfers of registration for Leased Vehicles or license plates and any other instruments, certificates or other documents which the Servicer deems necessary or advisable to record, hold or release title to or registration of Leased Vehicles in the manner provided for herein. 27 Section 6.08. Protection of Title to Trust. (a) The Servicer shall maintain accounts and records as to legal title to the Trust Assets (including records identifying the Sub-Trust to which each Trust Asset is allocated) and any other assets held by the Trust accurately and in sufficient detail to permit the reader thereof to know at any time the status of such legal title. (b) The Servicer shall maintain its computer systems such that its master computer records (including any back-up archives) that refer to any Leased Vehicle indicate clearly that legal title to such Leased Vehicle is held by the Trust or the Trustee on behalf of the Trust as nominee holder of legal title for the Related Beneficiary or the related Holders. Any reference to such legal title shall be deleted from or modified on such computer systems when, and only when, such legal title is no longer so held. (c) If at any time the Servicer or a Related Beneficiary proposes to sell, grant a security interest in or otherwise transfer any interest in any Leased Vehicle to any prospective purchaser, lender or other transferee, all computer tapes, records or print-outs (including any restored from back-up archives) delivered by the Trustee to such prospective purchaser, lender or other transferee that refer in any manner whatsoever to such Leased Vehicle shall indicate clearly that legal title to such Leased Vehicle is held in the name of the Trust or the Trustee on behalf of the Trust for the benefit of the Related Beneficiary or the related Holder. 28 ARTICLE SEVEN TERMINATION AND DISSOLUTION Section 7.01. Dissolution of the Trust. (a) Subject to Section 7.03(b), the Trust shall continue in full force and effect until the payment to each Holder or its designee of all amounts required to be paid to it pursuant to this Agreement and the related Certificates and the expiration or termination of all Securitized Financings by their respective terms. (b) Upon the occurrence of the events described in Section 7.01(a), after satisfaction of all obligations to creditors, if any, of the Trust, the Trustee shall (i) distribute the Trust Assets to the Related Beneficiary or its designee in accordance with this Agreement and the Supplements; (ii) together with the Related Beneficiary, cause the Certificates of Title to any Leased Vehicles so distributed to such Related Beneficiary to be issued in the name of, or at the direction of, such Related Beneficiary and such Related Beneficiary shall pay or cause to be paid all applicable titling and registration fees and taxes; (iii) take such action as may be requested by a Related Beneficiary in connection with the transfer of Related Trust Assets to such Related Beneficiary or its designee, including the execution and delivery of assignment forms appearing on the Certificates of Title or any other instruments of transfer or assignment with respect to the related Leased Vehicles; and (iv) file or cause to be filed a certificate of cancellation with the Delaware Secretary of State pursuant to Section 3810(d) of the Delaware Act. Upon the filing described in clause (iv), this Agreement shall terminate and the Trustee shall be discharged from all duties and obligations hereunder. Section 7.02. Termination of Sub-Trusts. (a) Subject to Section 7.03, this Agreement shall terminate with respect to the Trust Assets allocated to a Sub-Trust, and not, except as otherwise provided in a Supplement, as to any Trust Assets allocated to any other Sub-Trust, upon the written direction by the Related Beneficiary to the Trustee to revoke and terminate such Sub-Trust, following the satisfaction of all obligations to creditors, if any, of such Sub-Trust, the payment to each related Holder or its designee of all amounts required to be paid to it pursuant to this Agreement and such Holder's Certificate, and the expiration or termination of all related Securitized Financings by their respective terms. Following such direction with respect to a Sub-Trust and the delivery of the related Certificates to the Trustee for cancellation, the Trustee shall distribute to the Related Beneficiary or its designee all Related Trust Assets and shall cause the Certificates of Title to the related Leased Vehicles to be issued in the name of, or at the direction of, such Related Beneficiary (which, in the case of a SUBI, may include reallocation of the related SUBI Assets to the UTI). The Related Beneficiary to which such Trust Assets are distributed shall pay or cause to be paid all applicable titling and registration fees and taxes. (b) Upon the revocation and termination of a Sub-Trust, the related Certificates shall be returned to the Trustee for cancellation. Such revocation and termination shall not effect a 29 revocation or termination of any other Sub-Trust in existence at the time of such revocation and termination. Section 7.03. Beneficiary or Special Purpose Affiliate Bankruptcy. (a) The bankruptcy, insolvency, dissolution or similar occurrence of a Beneficiary or a Special Purpose Affiliate shall not, except as otherwise provided in Section 7.03(b) or a related Supplement, (i) cause the dissolution of the Trust or the termination of this Agreement with respect to the Trust or any Sub-Trust, (ii) entitle the legal representatives of such Beneficiary or Special Purpose Affiliate to claim an accounting or to take any action in any court for a partition or winding up of the Trust or any Trust Assets other than the Related Trust Assets or (iii) otherwise affect the rights, obligations or Liabilities of the parties hereto. (b) Upon the bankruptcy, insolvency, dissolution or similar occurrence of the UTI Beneficiary, the UTI Sub-Trust shall dissolve with respect to the UTI and the UTI Assets, but not with respect to any SUBI Sub-Trust or SUBI Assets; provided however, that if pursuant to Section 3.04, the UTI Beneficiary transfers a 1% ownership interest in the UTI to a Relevant Bankruptcy Entity, the bankruptcy, insolvency, dissolution or similar occurrence of the UTI Beneficiary shall not, except as otherwise provided in a related Supplement, (i) cause the dissolution of the Trust or the termination of this Agreement with respect to the Trust or any Sub-Trust, (ii) entitle the legal representatives of such Beneficiary or Special Purpose Affiliate to claim an accounting or to take any action in any court for a partition or winding up of the Trust or any Trust Assets other than the Related Trust Assets or (iii) otherwise affect the rights, obligations or Liabilities of the parties hereto. Provided the UTI Beneficiary transfers a 1% ownership in the UTI to a Relevant Bankruptcy Entity, upon the bankruptcy, insolvency, dissolution or similar occurrence of such Relevant Bankruptcy Entity, the UTI Sub-Trust shall dissolve with respect to the UTI and the UTI Assets, but not with respect to any SUBI Sub-Trust or SUBI Assets, unless, within 90 days of such bankruptcy, insolvency, dissolution or similar occurrence, (i) the UTI Beneficiary, in writing, (A) agrees that the UTI shall not be dissolved and (B) designates an additional UTI Beneficiary to serve as the Relevant Bankruptcy Entity, transfers to such additional UTI Beneficiary a 1% ownership interest in the UTI and presents the UTI Certificate evidencing its ownership interest in the UTI to the Trustee for registration of transfer to such additional UTI Beneficiary of a 1% ownership interest in the UTI, (ii) the Trustee registers such transfer and issues new UTI Certificates to such Relevant Bankruptcy Entity evidencing their respective interests and (iii) the additional Relevant Bankruptcy Entity delivers to the Servicer, the Trustee and the UTI Beneficiary an agreement in form and substance satisfactory to such Persons. In such event, the UTI Sub-Trust shall not terminate with respect to the UTI or any UTI Assets. 30 ARTICLE EIGHT MISCELLANEOUS Section 8.01. Amendment. This Agreement, including the terms of the UTI Certificates, may be amended or supplemented by written agreement among the UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee (if such amendment affects its rights or obligations hereunder as Delaware Trustee) and the Trust Agent (if such amendment affects its rights or obligations hereunder as Trust Agent), with the consent of each Beneficiary and Holder affected thereby; provided, however, that the consent of a Holder shall not be required if (i) (A) the purpose of such amendment or supplement is to cure any ambiguity, to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, to add any provision that provides additional rights to Holders or to ensure that none of the Trust or one or more Beneficiaries is classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes and (B) such amendment or supplement will not, in the good faith judgment of the UTI Beneficiary and the Servicer, materially and adversely affect the interest of any Holder or (ii) an Opinion of Counsel is delivered to the Trustee to the effect that such amendment or supplement will not materially and adversely affect the interest of any Holder. After the first Securitized Financing, any such amendment shall require such additional approvals, if any, as may be required under each related Securitized Financing. Section 8.02. Governing Law. This Agreement shall be created under and governed by and construed under the internal laws of the State of Delaware, without regard to any otherwise applicable principles of conflicts of laws. Section 8.03. Notices. All demands, notices and communications under this Agreement or any Supplement shall be in writing and shall be delivered or mailed by registered or certified first class United States mail, postage prepaid, return receipt requested, hand delivery, prepaid courier service or telecopier, and addressed in each case as follows: (i) if to NILT Trust, as UTI Beneficiary, at 990 West 190th Street, Suite 500, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer, Nissan Motor Acceptance Corporation, as Grantor of NILT Trust; (ii) if to the Servicer, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 719-6750), Attention: Treasurer; (iii) if to the Trustee, in care of the Trust Agent at 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (telecopier no. (312) 228-9401), Attention: NILT, Inc.; (iv) if to the Delaware Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (v) if to the Trust Agent, at 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (telecopier no. (312) 228-9401), Attention: NILT, Inc.; (vi) if to a Holder, at its address set forth in the related Certificate Register; (vii) if to a Beneficiary (to the extent not duplicative of any of clauses (i) through (vii) above, at its address set forth in the related SUBI Supplement; (viii) if to Standard & Poor's and Standard & Poor's is a Rating Agency, to 25 Broadway, New York, New York 10004, Attention: Asset Backed Surveillance Group (telecopier no. (212) 208-0030); (ix) if to Moody's and Moody's is a Rating Agency, to 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department (telecopier no. (212) 553-7820); or (x) with respect to any of the foregoing Persons, 31 at such other address or telecopier number as shall be designated by such Person in a written notice to the other parties hereto. Delivery shall occur only upon actual receipt or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address or telecopier number of such recipient for notices hereunder. A copy of all notices to the Trustee shall be delivered to the Trust Agent. Section 8.04. Securitization Holders. To the extent that any entity becomes a Securitization Holder, (i) such Securitization Holder shall exercise its rights as a Holder hereunder only as directed or authorized pursuant to the related Securitized Financing Documents and (ii) except with respect to a Claim based on such Securitization Holder's willful misconduct, bad faith or negligence, or to the extent otherwise expressly provided in such Securitized Financing Documents, no recourse shall be had against the institution serving as such Securitization Holder. Section 8.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement (including any amendment or Supplement hereto) shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any amendment or Supplement hereto or of any Certificate or the rights of any Holder. Section 8.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 8.07. Successors and Assigns. All covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto, the Holders, the Beneficiaries and their respective permitted successors and assigns. Any request, notice, direction, consent, waiver or other instrument or action by a Holder or Beneficiary shall bind the successors and assigns of such Holder or Beneficiary, as applicable. Notwithstanding the foregoing, the Trustee may not assign or delegate any of its rights or obligations under this Agreement, except as provided herein, without the prior written consent of the UTI Beneficiary. Section 8.08. No Petition. Each of the parties hereto covenants and agrees that prior to the date which is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not (and, to the fullest extent permitted by applicable law, the Trustee shall not have the power to) institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Trust, any Special Purpose Affiliate, any Beneficiary, any general partner of a Beneficiary or of a Special Purpose Affiliate that is a partnership, any member of a Beneficiary or Special Purpose Affiliate (or any of their respective general partners) that is a limited liability company or any trustee of a Beneficiary or Special Purpose Affiliate that is a trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. 32 This Section shall survive the complete or partial termination of this Agreement, the resignation or removal of the Trustee and the complete or partial resignation or removal of the Servicer. Section 8.09. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 8.10. Tax Reporting and Characterization. (a) Consistent with the treatment of the Trust and each Sub-Trust for tax purposes as a mere nominee holder of legal title, unless otherwise required by appropriate taxing authorities, neither the Trust nor any Sub-Trust shall file or cause to be filed any annual or other tax returns. In the event the Trust, any Sub-Trust or the Trustee on behalf of the Trust is required to file any tax returns, the Servicer shall prepare or cause to be prepared such returns and shall deliver such returns to the Trustee for signature, unless applicable law requires one or more Beneficiaries to sign such returns, in which case the Servicer shall deliver such returns to such Beneficiaries for signature. (b) The parties hereto (i) intend that neither the Trust nor any Sub-Trust shall constitute a separate entity for federal income or state income or franchise tax purposes and that each Beneficiary shall be treated for such tax purposes as if it owned the Related Trust Assets directly, rather than through the Trust and (ii) agree to treat the Trust, each Sub-Trust and the Related Trust Assets accordingly for federal income and state income and franchise tax purposes. However, in the event the Trust or any Sub-Trust is characterized as a separate entity for federal income or state income or franchise tax purposes, the parties hereto intend that the Trust or such Sub-Trust, as the case may be, shall qualify as a partnership for such tax purposes that has elected out of partnership status under Section 761 of the Code (and analogous state law tax provisions). Section 8.11. Certificates Nonassessable and Fully Paid. Except as otherwise provided in a Supplement, the interests represented by the Certificates shall be nonassessable for any Loss of the Trust or for any reason whatsoever and, upon authentication thereof by the Trustee, each Certificate shall be deemed fully paid. Section 8.12. Effect of Agreement; Delaware Co-Trustee Agreement. As of the Effective Date, the Original Trust Agreement is amended and restated in its entirety. The UTI Beneficiary, the Servicer, the Trustee and the Delaware Trustee hereby agree that commencing on the Effective Date, all references in the Delaware Co-Trustee Agreement to "Trust Agreement" shall be deemed to refer to this Agreement and that the Delaware Co-Trustee Agreement, as so amended, shall continue in full force and effect provided that this Agreement shall not affect the Initial Beneficiary's and Servicer's obligations of indemnity until such time as this Agreement is again amended and restated. 33 ARTICLES NINE AND TEN [Reserved] 34 IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee, and, solely for the limited purposes set forth in Sections 5.03(e), 5.11(d), 5.14, 5.15, 8.01, 8.03 and 8.08, the Trust Agent, have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. NILT TRUST, as Grantor and UTI Beneficiary By: U.S. BANK TRUST NATIONAL ASSOCIATION, as Managing Trustee By: /s/ Patricia M. Child ------------------------ Name: Patricia M. Child Title: Vice President NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: /s/ Yasuro Osawa ------------------------ Name: Yasuro Osawa Title: Vice President, Finance NILT, INC., as Trustee By: /s/ Patricia M. Child ------------------------ Name: Patricia M. Child Title: Vice President WILMINGTON TRUST COMPANY, as Delaware Trustee By: /s/ James P. Lawler ------------------------ Name: James P. Lawler Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Trust Agent By: /s/ Patricia M. Child ------------------------ Name: Patricia M. Child Title: Vice President EXHIBIT A DEFINITIONS "Adjusted Capitalized Cost" means, with respect to any Lease and the related Leased Vehicle, the Gross Capitalized Cost less the Capitalized Cost Reduction, which amount is used in calculating the Monthly Payment. "Adjusted Lease Balance" means, with respect to any Lease and the related Leased Vehicle as of any date, the Adjusted Capitalized Cost minus the aggregate principal actually paid by or on behalf of the related Lessee on or prior to such date; provided that the Lease Principal component of Payments Ahead received but not yet applied shall not be considered to have been paid by such Lessee. "Administrative Charge" means, with respect to any Lease, any payment (whether or not part of the fixed monthly payment) payable to the related Lessor representing a late payment fee, an Extension Fee, an Excess Mileage Fee, an allocation to the related Lessee of insurance premiums, sales, personal property or excise taxes or any other similar charge. "Adjusted Residual Value" means, with respect to any Extended Lease, the value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of such extension. "Administrative Lien" means a first lien upon any Certificate of Title deemed necessary and useful by the Servicer or by the UTI Beneficiary and the Servicer solely to provide for delivery of title documentation to the Trustee or its designee. "Administrative Lienholder" means each Person (other than a Beneficiary), identified as such from time to time to the Trustee by the Servicer, in whose name an Administrative Lien will be recorded. "Affected Trust Assets" has the meaning set forth in Section 3.08(b). "Affiliate" of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan) or (ii) is an officer, director, member or partner of such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" another Person if such other Person possesses, directly or indirectly, the power (i) to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors, members or managing partners of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Agreement" means this Amended and Restated Trust and Servicing Agreement, as amended, restated or supplemented from time to time. A-1 "Assignment Agreement" means an agreement between NMAC and the Trust pursuant to which NMAC assigns to the Trust its rights under each Dealer Agreement described therein. "Beneficiaries" means, collectively, the Related Beneficiaries of all Sub-Trusts, and "Beneficiary" means any of such Beneficiaries. "Book Value" means, with respect to any Lease and the related Leased Vehicle as of any date, the Adjusted Capitalized Cost minus the aggregate Lease Principal scheduled to have been received on or prior to such date. "Booked Residual Value" means, with respect to any Lease, the value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with its customary practices for the purpose of determining the Monthly Payment. "Business Day" means any day other than a Saturday, Sunday or day on which commercial banking institutions in Torrance, California, Wilmington, Delaware, Chicago, Illinois, New York, New York or the city in which the Trust Office is located are authorized or obligated by law, executive order or government decree to be closed. "Capital Contribution" means any capital contribution to the Trust made by a Beneficiary, the Servicer or any of their respective Affiliates. "Capitalized Cost Reduction" means, with respect to any Lease and the related Leased Vehicle, the total amount of any rebate, cash payment, net trade-in allowance and non-cash credits that reduced the Gross Capitalized Cost at the time of origination of such Lease. "Cash Value" means, with respect to any or all Trust Assets, as the context may require, on any date, the sum of all cash and the aggregate Adjusted Lease Balance of the Leases comprising such Trust Assets on such date. "Certificate" means a UTI Certificate or a SUBI Certificate, as the context may require. "Certificate of Title" means a certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the jurisdiction in which such Leased Vehicle is registered. "Certificate of Trust" means the certificate of trust for the Trust, substantially in the form of Exhibit B, filed for the Trust with the office of the Delaware Secretary of State pursuant to Section 3810 of the Delaware Act, as supplemented, amended or restated from time to time. "Certificate Register" has the meaning set forth in Section 3.05. "Claims" means all liabilities, claims and expenses (including reasonable legal and other professional fees and expenses). "Code" means the Internal Revenue Code of 1986, as amended. A-2 "Collection Account" means, with respect to any Sub-Trust, the account created, designated and maintained as such pursuant to Section 4.02(a). "Collection Period" means with respect to (i) the UTI, each calendar month, beginning with the month prior to the month in which the Effective Date occurs, and (ii) a SUBI, "Collection Period" as defined in the related SUBI Servicing Supplement. "Co-Trustee Agreement" means any instrument or agreement pursuant to which the Trustee and the UTI Beneficiary appoint a co-trustee pursuant to Section 5.11. "Control" has the meaning set forth in Section 8-106 of the UCC. "Cutoff Date" shall have the meaning set forth in the related Supplement. "Dealer" means a motor vehicle dealer that is a party to a Dealer Agreement. "Dealer Agreement" means a lease plan agreement between a Dealer and NMAC, which sets forth the respective rights and obligations of the parties with respect to the origination of lease contracts by the Dealer. "Delaware Act" means the Delaware Business Trust Act, specifically, the provisions of 12 Del. C. Section 3801 et seq., as amended. "Delaware Co-Trustee Agreement" means the Co-Trustee Agreement, dated as of July 7, 1998, among the Grantor and UTI Beneficiary, the Servicer, the Trustee and the Delaware Trustee, as amended pursuant to Section 8.12. "Delaware Secretary of State" means the Secretary of State of the State of Delaware. "Delaware Trustee" means the trustee meeting the requirements of Section 3807 of the Delaware Act and designated in the Certificate of Trust, and its successors, in such capacity as set forth in the Certificate of Trust, and shall initially be Wilmington Trust Company. "Effective Date" means August 26, 1998. "Eligible Lease" means a Lease, except as otherwise set forth in the related Supplement or Servicing Agreement, having the characteristics set forth in a letter from the UTI Beneficiary or a Related Beneficiary to the Trustee, as amended from time to time. "Entitlement Holder" has the meaning set forth in Section 8-102(a)(7) of the UCC. "Event of Default" means any event of default (after the expiration of any applicable notice or cure periods), as such term (or similar term) is defined in any Servicing Agreement or any Securitized Financing Document. "Excess Funds" means, as of any date of determination, the amount of monies on deposit in all UTI Accounts or otherwise held by the Trustee in respect of the UTI in excess of the amount required to (i) meet all existing Liabilities of the Trust to be paid by or on behalf of the A-3 Holder of the UTI Certificate or the UTI Beneficiary (after taking into account any transfers from one or more SUBI Accounts to the UTI Collection Account to be made on such date) and (ii) be retained as reserves for reasonably anticipated Liabilities of the Trust (after taking into account all transfers to be made from any such SUBI Accounts to the UTI Collection Account in respect of such SUBI's proportionate share of such anticipated Liability). "Excess Mileage Fee" means, with respect to any Lease or Leased Vehicle, any applicable charge for excess mileage or excess wear and use. "Extended Lease" means any Lease that has had its original Maturity Date extended by the Servicer. "Extension Fee" means, with respect to any Extended Lease, any payment required to be made by the Lessee in connection with the extension of such Lease. "FDIC" means the Federal Deposit Insurance Corporation, and its successors. "FNMA" means the Federal National Mortgage Association, and its successors. "Grantor" means NILT Trust, in its capacity as a grantor of the Trust. "Gross Capitalized Cost" means, with respect to any Lease and the related Leased Vehicle, the amount agreed to by the Lessee at the time of origination of such Lease as the value of the Leased Vehicle and any items that are capitalized during the term of such Lease, including acquisition fees, taxes, insurance, service agreements and any outstanding balance from a prior motor vehicle loan or lease contract. "Holder" means, with respect to any Certificate, the Person listed in the Certificate Register as the registered owner thereof; provided, that a Registered Pledgee shall be entitled to exercise any or all of the rights or powers of a Holder of a Certificate hereunder, including receiving distributions, providing notices or giving consents, to the extent such entitlement is set forth in such Holder's registration of pledge or the documents relating to such pledge. "Insurance Costs" means, with respect to any Insurance Policy, the premiums therefor, any deductibles, the cost of self-insurance and any coinsurance payments. "Insurance Policy" means any insurance policy (including any self-insurance), including any residual value insurance policy, guaranteed automobile protection policy, comprehensive, collision, public liability, physical damage, personal liability, contingent and excess liability, accident, health, credit, life or unemployment insurance or any other form of insurance or self-insurance, to the extent that any such policy or self-insurance covers or applies to the Trust, any Sub-Trust, any Lease, any Leased Vehicle or the ability of a Lessee to make required payments with respect to the related Lease or the related Leased Vehicle. "Insurance Proceeds" means, with respect to any Leased Vehicle, Lease or Lessee, recoveries paid to the Servicer, the Trust or the Trustee on behalf of the Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance). A-4 "Issuer" shall have the meaning set forth in the related Securitized Financing Documents. "Lease" means any lease contract for a Leased Vehicle assigned to the Trust or to the Trustee on behalf of the Trust. "Lease Agreement" means with respect to any Lease, the related Dealer Agreement or Assignment Agreement. "Lease Charge" means, with respect to any Lease and any month, the portion of the Monthly Payment equal to the product of (i) the Book Value as of the end of the immediately preceding month (or, in the case of the first month, as of the date of origination of such Lease) and (ii) 1/12 of the related Lease Factor. "Lease Factor" means, with respect to any Lease, a per annum yield determined by the Servicer at the time of origination of such Lease in accordance with its customary practices. "Lease Principal" means, with respect to any Lease, that portion of the Monthly Payment that is not a Lease Charge. "Leased Vehicle" means a new or used Nissan or Infiniti automobile, sport utility vehicle, minivan or light-duty truck, together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a Lessee pursuant to a Lease. "Lessee" means each Person that is a lessee under a Lease, including any Person that executes a guarantee on behalf of such lessee. "Lessor" means each Person that is the lessor under a Lease or the assignee thereof, including the Trust. "Liability" means any liability or expense, including any indemnification obligation. "Lien" means any security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics' liens, any liens that attach to property by operation of law and statutory purchase liens to the extent not past due. "Liquid Trustee Assets" means the face value of any cash or cash equivalents held by the Trustee for its own account, up to but not exceeding its net worth as set forth on its financial books and records. "Liquidation Proceeds" means gross amounts received by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Lease, whether from the sale or other disposition of the related Leased Vehicle (irrespective of whether or not such proceeds exceed the related Residual Value), the proceeds of repossession or any collection effort, the proceeds of recourse or similar payments payable under the related Lease Agreement, receipt of Insurance Proceeds, application of the related Security Deposit or otherwise. A-5 "Loss" means any loss, liability, claim, damage or reasonable expense, including reasonable fees and expenses of counsel and reasonable expenses of litigation. "Maturity Date" means, with respect to any Lease, the date on which such Lease is scheduled to terminate as set forth in such Lease at its date of origination or, in the case of an Extended Lease, the revised termination date. "Monthly Payment" means, with respect to any Lease, the amount of each fixed monthly payment payable to the Lessor in accordance with the terms thereof, net of any portion of such fixed monthly payment that represents an Administrative Charge. "Moody's" means Moody's Investors Service, Inc., and its successors. "NMAC" means Nissan Motor Acceptance Corporation, a California corporation, and its permitted successors and assigns. "Notice Party" means, with respect to any notice, each notice party specified in Section 8.03 at the address and in the manner provided for therein. "Officer's Certificate" means a certificate signed by the Chairman of the Board of Directors, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of any specified Person (which, in the case of a (i) limited liability company, shall be any of the foregoing officers of a member, (ii) partnership, shall be any of the foregoing officers of the managing general partner or, if there is no managing general partner, any general partner or (iii) trust, shall be any of the foregoing officers of the owner of the trust) and delivered to any other specified Person. "Opinion of Counsel" means a written opinion of counsel who may, except as otherwise expressly provided in the Trust Documents or related Securitized Financing Documents, be counsel for a Beneficiary, the Servicer or any of their respective Affiliates (including, in each such case, in-house counsel), which counsel, in the case of opinions delivered to the Trustee, shall be reasonably satisfactory to the Trustee. "Original Trust Agreement" has the meaning set forth in the Recitals. "Other SUBI" means, with respect to a SUBI, any SUBI other than such SUBI. "Other SUBI Assets" means all Trust Assets allocated to an Other SUBI. "Other SUBI Certificate" means a SUBI Certificate relating to an Other SUBI. "Payahead Account" means, with respect to any Sub-Trust, the account created, designated and maintained as such pursuant to Section 4.02(a). "Payment Ahead" means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a Lease in excess of the Monthly Payment due with respect A-6 to such Lease, which amount the Lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods. "Payment Date" means, as to each Lease, the date each month on which Monthly Payments are due under the terms of the Lease. "Permitted Investments" means, at any time with respect to a Sub-Trust, any one or more of the following obligations, instruments or securities: (i) obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (ii) general obligations of or obligations guaranteed by FNMA or any State; provided that, if any related Rated Securities are outstanding, such obligations have the highest available credit rating from each Rating Agency for such obligations; (iii) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or of any State; provided, that if any related Rated Securities are outstanding, at the time of such investment or contractual commitment providing for such investment, either (a) the long-term unsecured debt of such corporation has the highest available rating from each Rating Agency for such obligations or (b) the commercial paper or other short-term debt of such corporation that is then rated has the highest available credit rating of each Rating Agency for such obligations; (iv) certificates of deposit issued by any depository institution or trust company (including the Trust Agent or, if there is no Trust Agent, the Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by banking authorities of one or more of such jurisdictions; provided that, if any related Rated Securities are outstanding, the short-term unsecured debt obligations of such depository institution or trust company has the highest available credit rating of each Rating Agency for such obligations; (v) certificates of deposit that are issued by any bank, trust company, savings bank or other savings institution and fully insured by the FDIC; (vi) investments in money market funds (including funds for which the Trustee, the Trust Agent or any of their respective Affiliates is investment manager or advisor) having a rating from Standard & Poor's of AAA-m or AAAm-G and from Moody's of Aaa; (vii) repurchase obligations held by the Trustee or, if there is a Trust Agent, by the Trust Agent, with respect to any obligation or security described in clauses (i), (ii) or (viii) hereof or any other obligation or security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or A-7 a depository institution or trust company (acting as principal) described in clause (iv) above; and (viii) such other obligations, instruments or securities as may be directed by the Servicer; provided, that if any Rated Securities are outstanding, such obligations, instruments or securities shall be acceptable to each relevant Rating Agency, as evidenced by a letter from such Rating Agency to the Trustee to the effect that investments of such type will not result in a Ratings Effect; provided, that except as provided in a related Supplement or Servicing Agreement (including any related Servicing Supplement), each of the foregoing obligations, instruments and securities shall mature no later than the Business Day prior to the date on which such funds are required to be available for application pursuant to any related Trust Document or Securitized Financing Document (other than in the case of the investment of monies in obligations, instruments or securities of which the entity at which the related account is located is the obligor, which may mature on such date), and shall be required to be held to such maturity. Notwithstanding the foregoing, (i) no Permitted Investment may be purchased at a premium and (ii) no obligation or security may be a "Permitted Investment" unless (a) the Trustee has Control over such obligation or security and (b) at the time such obligation or security was delivered to the Trustee or the Trustee became the related Entitlement Holder, the Trustee did not have notice of any adverse claim with respect thereto within the meaning of Section 8-105 of the UCC. For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation (excluding any "+" signs associated with such rating) or such lower credit rating (as approved in writing by each Rating Agency) as will not result in a Rating Event. "Person" means any legal person, including any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, business trust, bank, trust company, estate (including any beneficiaries thereof), unincorporated organization or government or any agency or political subdivision thereof. "Proceeding" means any suit or action at law or in equity or any other judicial or administrative proceeding, including any bankruptcy proceeding. "Rated Securities" means, with respect to a Securitized Financing, each class or series of Securities that has been rated by one or more Rating Agencies at the request of the Grantor, a Beneficiary or any of their respective Affiliates. "Rating Agency" means each nationally recognized rating agency identified in a related Supplement that issues a rating on Rated Securities at the request of the Grantor, a Beneficiary or any of their respective Affiliates. A-8 "Ratings Effect" means, with respect to any Rated Securities, the qualification, downgrading or withdrawal of the rating then assigned to such Rated Securities by a related Rating Agency. "Registered Pledgee" means, with respect to any Certificate, the Person listed in the Certificate Register as the registered pledgee of such Certificate. "Registrar of Titles" means the applicable department, agency or official in a State responsible for accepting applications and maintaining records relating to Certificates of Title and Liens thereupon. "Reimbursable Expense" means an amount paid or incurred or advanced by the Servicer to pay fees, costs or other sums for which the Servicer may be reimbursed from Trust Assets. "Relevant Bankruptcy Entity" means the Special Purpose Affiliate to which the UTI Beneficiary transfers a 1% beneficial ownership of the UTI pursuant to Section 3.04 or Section 7.03(b). "Related Beneficiary" means, with respect to (i) the UTI, the UTI Beneficiary, and (ii) a SUBI, the Person or Persons designated as a Beneficiary of such SUBI in the related SUBI Supplement, in each case together with their permitted successors and assigns. "Related Trust Assets" means, with respect to a Sub-Trust, the related Leases, Leased Vehicles and other Trust Assets held by the Trust as nominee holder of legal title for the benefit of the Related Beneficiary and the Holders of the related Certificates. "Required Deposit Rating" means, with respect to any entity and Trust Account, that (i) the short-term unsecured debt obligations of such entity are rated in the highest short-term rating category by each Rating Agency (excluding any "+" signs associated with such rating) or (ii) such entity is a depository institution or trust company having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and the related Trust Account is maintained in a segregated trust account in the corporate trust department of the related entity. "Residual Value" means, with respect to any Lease, its Booked Residual Value or Adjusted Residual Value, as the case may be. "Residual Value Surplus Account" means, with respect to any Sub-Trust, the account created, designated and maintained as such pursuant to Section 4.02(a). "Responsible Officer" means, when used with respect to the Trustee or a Trust Agent, any officer in the corporate trust office of the Trust Agent or, if there is no Trust Agent, the corporate trust office of the Trustee, including any president, vice president, assistant vice president, trust officer, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of or familiarity with the particular subject. A-9 "Schedule of Leases and Leased Vehicles" means the microfiche, microfilm, paper or computer list of Leases and the related Leased Vehicles that are included as Trust Assets, as such list may be revised and supplemented from time to time pursuant to Section 6.01, and which shall set forth the following information with respect to each such Lease and Leased Vehicle in separate columns: Lease Number Residual Value Date of Origination Security Deposit Maturity Date Sub-Trust to which Lease is assigned Monthly Payment Vehicle Identification Number Payment Date Model Year Adjusted Capitalized Cost Make Adjusted Lease Balance as of the last day of the Model immediately preceding month Lessee Name Lessee Address

"Securitization Holder" means any entity that, in connection with a Securitized Financing, becomes a Holder by being, pursuant to the related Securitized Financing Documents, the Holder (or a Registered Pledgee authorized to exercise certain rights of a Holder) of a Certificate solely in a trust capacity. "Securitized Financing" means any (i) financing transaction undertaken by a Beneficiary or a Special Purpose Affiliate that is secured, directly or indirectly, by Trust Assets or the UTI, a SUBI or any interest therein and any financing undertaken in connection with the issuance, pledge or assignment of the UTI or a SUBI and the related UTI Certificate or SUBI Certificate, as the case may be, (ii) any sale, lease or other transfer by a Beneficiary or a Special Purpose Affiliate of an interest in the UTI or a SUBI or (iii) any other asset securitization, secured loan or similar transaction involving Trust Assets or any beneficial interest therein or in the Trust. "Securitized Financing Documents" means, with respect to a Securitized Financing, each indenture, trust agreement, pooling and servicing agreement, administration agreement, servicing agreement, program operating lease, assignment or transfer agreement and each other operative document related to such Securitized Financing. "Security" means, with respect to a Securitized Financing, any security issued by or on behalf of the related Issuer. "Security Deposit" means, with respect to any Lease, the refundable security deposit specified in such Lease. "Servicer" means NMAC (or any successor entity named as such in a Servicing Agreement), and its successors and permitted assigns. A-10 "Servicing Agreement" means any servicing agreement among the Trust, the Servicer and one or more Beneficiaries, as amended, supplemented or modified from time to time. "Servicing Supplement" means either a UTI Servicing Supplement or a SUBI Servicing Supplement, as the context may require. "Special Purpose Affiliate" means a special purpose entity that is an Affiliate of a Beneficiary and was created for the purpose of one or more Securitized Financings. "Standard & Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and its successors. "State" means any state of the United States, Puerto Rico or the District of Columbia. "Sub-Trust" has the meaning set forth in Section 3.01(b). "SUBI" has the meaning set forth in Section 3.01(a). "SUBI Account" means each Trust Account created with respect to a particular SUBI. "SUBI Assets" has the meaning set forth in Section 3.01(a). "SUBI Certificate" has the meaning set forth in Section 3.02(a). "SUBI Collection Account" means, with respect to a SUBI, the related Collection Account created, designated and maintained as such pursuant to Section 4.02(a). "SUBI Lease" means a Lease that has been allocated to a SUBI pursuant to a Securitized Financing. "SUBI Lease Account" has the meaning set forth in Section 4.05. "SUBI Servicing Supplement" means any supplement or amendment to a Servicing Agreement entered into from time to time relating to a particular SUBI or SUBI Certificate and the servicing of the related SUBI Assets which supplement or amendment sets forth any special responsibilities or obligations the Servicer may be required to undertake in connection therewith. "SUBI Supplement" means any supplement or amendment to this Agreement executed from time to time in connection with the creation and issuance of a particular SUBI. "SUBI Leased Vehicle" means a Leased Vehicle that has been allocated to a SUBI pursuant to a Securitized Financing. "Subsidiary" means any corporation or other entity, with respect to which capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors, members or other Persons performing similar functions, is at the time directly or indirectly owned by the Trust Agent either directly or through Subsidiaries. A-11 "Supplement" means either a UTI Supplement or a SUBI Supplement. "Tax" or "Taxes" means any and all taxes, including but not limited to, net income, franchise, value added, ad valorem, gross income, gross receipts, sales, use, property (personal and real and tangible and intangible), stamp taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any and all penalties, fines, additions to tax and interest imposed by any federal, state, local or foreign government or political subdivision thereof. "Titling Grace Period" means, with respect to a Sub-Trust, the period of time by the end of which any related Leased Vehicles that are not yet titled in the name of the Trust or the Trustee on behalf of the Trust must be titled in the name of the Trust or in the name of the Trustee on behalf of the Trust as set forth in the related Supplement in order to be included in such Sub-Trust. If a Supplement does not contain a Titling Grace Period, no such grace period shall apply with respect to the related Sub-Trust and the Related Trust Assets. "Trust" means Nissan-Infiniti LT and its successors. "Trust Account" means a Collection Account, a Residual Value Surplus Account, a Payahead Account, a SUBI Lease Account or such other account as may be specified in a related Supplement or Servicing Agreement, as the context may require. "Trust Agency Agreement" means an agency agreement entered into pursuant to Section 5.11(d) between the Trustee and a Trust Agent pursuant to which the Trustee appoints a Trust Agent. "Trust Agent" means U.S. Bank, in its capacity as initial Trust Agent, and any other Person with which the Trustee contracts to act as its agent with respect to carrying out its duties pursuant to a Trust Agency Agreement. "Trust Assets" means: (i) cash capital; (ii) the Leases; (iii) the Leased Vehicles and all proceeds thereof, including (A) payments made in respect of the Residual Values thereof, (B) proceeds of the sale or other disposition of the Leased Vehicles to Lessees or others upon expiration or termination of the Leases and (C) payments in respect of the Leased Vehicles under any Insurance Policy; (iv) the Certificates of Title; (v) all rights (but not obligations) of the Trust, NMAC and the related Lessors or Dealers with respect to the Leases and the Leased Vehicles, including rights to (A) any incentive or other payments made by any Person to fund a portion of the payments made related to a Lease or a Leased Vehicle and (B) proceeds arising from any repurchase obligations arising under any Lease Agreement; (vi) any Security Deposit related to a Lease to the extent not payable to the Lessee pursuant to such Lease; (vii) all Insurance Proceeds and Liquidation Proceeds; (viii) such other assets as may be designated "Trust Assets" in a Supplement; and (ix) all proceeds of the items described in clauses (i) through (viii). "Trust Asset Transfer" means the allocation, in connection with a Securitized Financing and in accordance with the terms of the related Securitized Financing Documents, of any Leases and Leased Vehicles from previously unallocated Trust Assets to a SUBI after such SUBI's A-12 initial creation; provided, that such allocation will not, in and of itself, cause or result in an Event of Default under such Securitized Financing Documents. "Trust Documents" means this Agreement, any Co-Trustee Agreement, the Certificate of Trust, any Supplement, any Servicing Agreement, any Servicing Supplement, each Assignment Agreement and any Trust Agency Agreement. "Trust Expenses" means, for any period, all expenses of the Trust other than servicing compensation payable to and expenses incurred by the Servicer, including fees and expenses of the Trustee, any co-trustee, separate trustee or nominee holder of legal title, the Trust Agent and the Delaware Trustee (excluding Taxes payable in respect of income earned by any thereof), and, if not paid by the Servicer, Insurance Costs and Taxes relating to Trust Assets, in each case incurred during or with respect to such period. "Trust Office" means the principal office of the Trust, which initially shall be 990 West 190th Street, Suite 500, Torrance, California 90502. "Trustee" means NILT, Inc., a Delaware corporation, as trustee of the Trust, and its successors. "Trustee Stock" means the issued and outstanding capital stock of the Trustee as of the Effective Date, together with any additional capital stock of the Trustee that may be issued from time to time thereafter. "UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction. "United States" means the United States of America, its territories and possessions and areas subject to its jurisdiction. "U.S. Bank" has the meaning set forth in the Preamble. "UTI" has the meaning set forth in Section 3.01(a). "UTI Account" means each Trust Account created with respect to the UTI. "UTI Assets" has the meaning set forth in Section 3.01(a). "UTI Beneficiary" means (i) NILT Trust in its capacity as initial beneficiary of the Trust and its permitted successors and assigns or (ii) any other UTI Beneficiary that becomes a party to this Agreement pursuant to Sections 3.04(a)(ii) and 7.03(b). "UTI Certificate" has the meaning set forth in Section 3.03. "UTI Collection Account" means, with respect to the UTI, the account created, designated and maintained as such pursuant to Section 4.01(a). "UTI Lease" means a Lease that has not been allocated to a SUBI. A-13 "UTI Pledge" means a pledge of, and a grant of a security interest in, the UTI, a UTI Certificate or any interest therein, in connection with a Securitized Financing. "UTI Pledge Default Notice" means the Trustee has actual knowledge or has received notice from the Servicer or the Registered Pledgee of a UTI Pledge to the effect that there is a default with respect to a Securitized Financing secured by such UTI Pledge. "UTI Servicing Supplement" means any supplement or amendment to the Servicing Agreement entered into from time to time relating to the UTI or a particular UTI Certificate and the servicing of the related UTI Assets. "UTI Supplement" means any supplement or amendment to this Agreement entered into from time to time in connection with the UTI or a UTI Pledge pursuant to Section 3.03. "UTI Leased Vehicle" means a Leased Vehicle that has not been allocated to a SUBI. A-14 EXHIBIT B CERTIFICATE OF TRUST OF NISSAN-INFINITI LT This Certificate of Trust of Nissan-Infiniti LT (the "Trust"), is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, and NILT, Inc., a Delaware corporation, as managing trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.). (a) Name. The name of the business trust formed hereby is Nissan-Infiniti LT. (b) Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. (c) Series Trust. The Trust shall be a series trust and the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Trust generally or any other series. (d) Effective Date. This Certificate of Trust shall be effective upon filing with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust in accordance with Section 3811(a) of the Act. WILMINGTON TRUST COMPANY, as Trustee By: ________________________________ Name: Title: NILT, INC., as Trustee By: ________________________________ Name: Title: B-1 EXHIBIT C THIS UTI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN. NISSAN-INFINITI LT UNDIVIDED TRUST INTEREST CERTIFICATE evidencing a fractional undivided interest in the UTI Assets of Nissan-Infiniti LT, a business trust organized pursuant to the Delaware Business Trust Act (the "Trust"). (This Certificate does not represent any interest in the SUBI Assets of the Trust or an obligation of, or an interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc., or any of their respective Affiliates.) Percentage Interest: 100% Number - U-1 THIS CERTIFIES THAT NILT Trust is the registered owner of a nonassessable, fully-paid, fractional undivided 100% interest in the UTI Assets of the Trust. The Trust was created pursuant to a trust agreement, dated as of July 7, 1998, among NILT Trust, a Delaware business trust, as grantor (the "Grantor") and initial beneficiary (the "UTI Beneficiary"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee") and Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), as amended and restated as of August 26, 1998, among the Grantor and UTI Beneficiary, the Trustee, the Delaware Trustee, Nissan Motor Acceptance Corporation, a California corporation, as Servicer (the "Servicer") and for the limited purposes set forth therein, U.S. Bank National Association, a national banking association, as trust agent (the "Trust Agent") as amended, restated or supplemented from time to time (the "Agreement"). A summary of certain provisions of the Agreement is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement. This UTI Certificate is one of the duly authorized Certificates issued under the Agreement and designated as "Nissan-Infiniti LT Undivided Trust Interest Certificates" (the "UTI Certificates"). This UTI Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, a copy of which may be examined by the Holder hereof during normal business hours at the principal office of the Trustee, or at such other place as may be designated by the Trustee. By acceptance of this UTI Certificate, the Holder hereof assents to the terms and conditions of the Agreement and agrees to be bound thereby. This UTI Certificate represents an ownership interest in the "undivided trust interest" (the "UTI") in the Trust. The UTI constitutes an undivided beneficial interest in all Trust Assets that have not been allocated from time to time to a special unit of beneficial interest (each, a "SUBI") in the Trust (the "UTI Assets"). The UTI does not evidence a direct interest in the UTI Assets, C-1 nor does it represent a beneficial interest in any Trust Assets other than the UTI Assets. The rights of the Holder of this UTI Certificate with respect to the UTI Assets, including distributions in respect thereof, are set forth in the Agreement. The Trust Assets consist generally of cash capital, Leases of Leased Vehicles that have been assigned to the Trust or the Trustee on behalf of the Trust, the related Leased Vehicles, such other assets as may from time to time be designated as "Trust Assets" under the Agreement and all proceeds of the foregoing. Pursuant to the Agreement, the Trustee shall from time to time, at the direction of the UTI Beneficiary and subject to the satisfaction of certain conditions, establish one or more SUBIs and allocate or cause to be allocated to each such SUBI on the books and records of the Trust such Trust Assets (the "SUBI Assets") as shall have been identified to such SUBI by the UTI Beneficiary. Upon allocation to a SUBI, the related SUBI Assets shall no longer be UTI Assets unless and until specifically reallocated to the UTI from the SUBI. Each SUBI shall be represented by one or more Certificates (each, a "SUBI Certificate") distributed to or upon the order of the UTI Beneficiary. The UTI and each SUBI their Related Assets shall each constitute a separate series of the Trust pursuant to Section 3806(b)(2) of the Delaware Act for which separate and distinct records shall be maintained. Each UTI Certificate and interest in the UTI represented therein shall constitute a "certificated security" within the meaning of Section 8-102(15) of the UCC. The UTI Certificates are limited in right of payment to certain collections and recoveries in respect of Trust Assets not allocated to any SUBI, all to the extent and as more specifically set forth in the Agreement. By accepting this UTI Certificate, the Holder hereof expressly (i) waives any Claim to any proceeds or assets of the Trustee and to all Trust Assets other than UTI Assets and proceeds thereof and (ii) subordinates in favor of each Holder of a SUBI Certificate any Claim to any related SUBI Asset that, notwithstanding clause (i) of this sentence may be determined to exist. The Agreement, including the terms of this UTI Certificate, may be amended or supplemented by written agreement upon the terms and subject to the conditions set forth in the Agreement. If approval by the Holder of this UTI Certificate is required for any amendment or supplement to the Agreement or this UTI Certificate, any such approval shall be conclusive and binding upon such Holder and all future Holders hereof and upon the Holders of any UTI Certificate issued upon the permitted transfer or exchange hereof, whether or not notation of such consent is made on this UTI Certificate or on any UTI Certificate issued upon any such permitted transfer or exchange. Neither the UTI nor any UTI Certificate may be transferred or assigned, except upon the terms and subject to the conditions set forth in the Agreement. To the fullest extent permitted by applicable law, any purported transfer or assignment of the UTI or any UTI Certificate not complying with such requirements shall be deemed null, void and of no effect under the Agreement. Without limitation of the foregoing, (i) the UTI or one or more UTI Certificates may be pledged in connection with a Securitized Financing, and a security interest therein granted, C-2 and may be transferred or assigned absolutely to or by the pledgee thereof solely in connection with the exercise of remedies with respect to an Event of Default under or with respect to such Securitized Financing; provided, that any such pledgee must (A) give a non-petition covenant as provided in the Agreement and (B) execute an agreement in favor of the Holders from time to time of any SUBI Certificates to release all Claims to the related SUBI Assets and, in the event that such release is not given effect, to subordinate fully all Claims it may be deemed to have against the related SUBI Assets and (ii) the UTI Beneficiary may transfer a 1% ownership interest in the UTI to a Relevant Bankruptcy Entity, provided that such Relevant Bankruptcy Entity shall be bound by all terms and conditions of the Agreement as a UTI Beneficiary. Any permitted transfer of this UTI Certificate is registrable upon surrender of this UTI Certificate for registration of transfer at the corporate trust office of the Trustee (or the Trust Agent, if applicable) accompanied by a written instrument of transfer in form satisfactory to the Trustee, duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new UTI Certificates of a like aggregate fractional undivided interest will be issued to the designated permitted transferee. Prior to due presentation of this UTI Certificate for registration of a permitted transfer, the Trustee, the certificate registrar and any of their respective agents may treat the Person in the name of which this UTI Certificate is registered as the owner hereof for the purpose of receiving distributions and for all other purposes, and, except as otherwise provided in the Agreement, neither the Trustee, the certificate registrar nor any such agent shall be affected by any notice to the contrary. The Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the Agreement. The UTI Certificates will be cancelled upon delivery to the Trustee following termination of the UTI. Unless this UTI Certificate shall have been executed and authenticated by an authorized officer of the Trustee, by manual signature, this UTI Certificate shall not entitle the Holder hereof to any benefit under the Agreement or be valid for any purpose. C-3 IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its individual capacity, has caused this UTI Certificate to be duly executed. Dated: __________, ____ NISSAN-INFINITI LT By: NILT, Inc., as Trustee By: _______________________________________ Name: Title: This is one of the UTI Certificates referred to in the within-mentioned Agreement. NILT, Inc., as Trustee By: __________________________________ Name: Title: C-4 EX-10.3 7 a01146exv10w3.txt FORM OF 2004-A SUBI SUPPLEMENT Exhibit 10.3 - -------------------------------------------------------------------------------- NILT TRUST, as Grantor and UTI Beneficiary, NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, NILT, INC., as Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Trust Agent ------------------------- 2004-A SUBI SUPPLEMENT Dated as of _________, 2004 ------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS
PAGE ---- ARTICLE ELEVEN DEFINITIONS Section 11.01. Definitions............................................................. 2 Section 11.02. Interpretive Provisions................................................. 2 Section 11.03. Rights in Respect of the 2004-A SUBI.................................... 3 ARTICLE TWELVE CREATION OF THE 2004-A SUBI Section 12.01. Creation of 2004-A SUBI Assets and the 2004-A SUBI...................... 3 Section 12.02. Transfer of 2004-A SUBI Interests....................................... 4 Section 12.03. Issuance and Form of 2004-A SUBI Certificate............................ 4 Section 12.04. Actions and Filings..................................................... 6 Section 12.05. Termination of the 2004-A SUBI.......................................... 6 Section 12.06. Representations and Warranties of Trustee............................... 7 Section 12.07. Transfer and Assignment of Certificates................................. 7 ARTICLE THIRTEEN 2004-A SUBI PLEDGE Section 13.01. Registration of the 2004-A SUBI Pledge.................................. 7 ARTICLE FOURTEEN 2004-A SUBI ACCOUNTS Section 14.01. 2004-A SUBI Collection Account.......................................... 8 Section 14.02. 2004-A Reserve Account.................................................. 8 Section 14.03. Investment of Monies in 2004-A SUBI Accounts............................ 8 Section 14.04. No Residual Value Account or Payahead Account........................... 9 ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS Section 15.01. Amendment............................................................... 9 Section 15.02. Governing Law........................................................... 10 Section 15.03. Notices................................................................. 10 Section 15.04. Severability of Provisions.............................................. 10 Section 15.05. Effect of Supplement on Titling Trust Agreement......................... 10 Section 15.06. No Petition............................................................. 11
-i- TABLE OF CONTENTS (CONTINUED)
PAGE ---- EXHIBITS Exhibit A - Schedule of 2004-A Leases and 2004-A Leased Vehicles........................ A-1 Exhibit B - Form of 2004-A SUBI Certificate............................................. B-1
-ii- 2004-A SUBI SUPPLEMENT This 2004-A SUBI Supplement, dated as of _________, 2004, is among NILT Trust, a Delaware statutory trust ("NILT Trust"), as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer (in such capacity, the "Servicer"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee"), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (in such capacity, the "Trust Agent"). RECITALS A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among the parties hereto, Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), was formed to take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); B. The UTI Beneficiary, the Servicer and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the "Basic Servicing Agreement"), by and among the UTI Beneficiary, the Servicer, and the Titling Trust, which provides for, among other things, the servicing of the Trust Assets by the Servicer; C. Pursuant to the Titling Trust Agreement, from time to time the Trustee, on behalf of the Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the books and records of the Titling Trust certain Trust Assets and create and issue one or more special units of beneficial interest (each, a "SUBI"), the beneficiaries of which generally will be entitled to the net cash flows arising from such Trust Assets; D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by this 2004-A SUBI Supplement, the "SUBI Trust Agreement") to create a SUBI (the "2004-A SUBI"); E. The parties hereto desire to identify and allocate to the 2004-A SUBI a separate portfolio of Trust Assets consisting of leases (the "2004-A Leases"), the vehicles that are leased under the 2004-A Leases (the "2004-A Vehicles"), and certain other related assets; F. The parties hereto also desire to issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 2004-A SUBI (the "2004-A SUBI Certificate"). G. NILT Trust will transfer the 2004-A SUBI Certificate to Nissan Auto Leasing LLC II ("NALL II") pursuant to the SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "SUBI Certificate Transfer Agreement"). NALL II will further transfer the 2004-A SUBI Certificate to Nissan Auto Lease Trust 2004-A (the "Trust") pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "Trust SUBI Certificate Transfer Agreement"), between NALL II, as transferor (the "Transferor") and the Trust, as transferee. SUBI Supplement 1 H. Pursuant to the Indenture, dated as of _________, 2004 (the "Indenture"), by and between the Trust, as issuer (the "Issuer") and U.S. Bank, as Indenture Trustee (the "Indenture Trustee"), the Issuer will (i) issue $_________ aggregate principal amount of _________% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $_________ aggregate principal amount of _________% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $_________ aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3a (the "Class A-3a Notes"), and $_________ aggregate principal amount of _________% Asset Backed Notes, Class A-3b (the "Class A-3b Notes," and together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3a Notes, the "Notes"); and (ii) pledge the 2004-A SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes. I. The parties hereto also desire to register a pledge of the 2004-A SUBI Certificate to the Indenture Trustee for the benefit of the holders of 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 ELEVEN DEFINITIONS Section 11.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among the Issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), NALL II, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee and owner trustee (in such capacity, the "Owner Trustee") and U.S. Bank, as Trust Agent and Indenture Trustee. Section 11.02. Interpretive Provisions. For all purposes of this 2004-A SUBI Supplement, 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 this 2004-A SUBI Supplement include all Exhibits hereto, (iii) references to words such as "herein," "hereof" and the like shall refer to this 2004-A SUBI Supplement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as "Article Twelve" or "Section 12.01" shall refer to the applicable Article or Section of this 2004-A SUBI Supplement, (v) the term "include" and all variations thereof shall mean "include without limitation," (vi) the term "or" shall include "and/or", and (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Any reference in this 2004-A SUBI Supplement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this 2004-A SUBI Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation SUBI Supplement 2 promulgated thereunder. Any reference in this 2004-A SUBI Supplement to a Person shall include the successor or assignee of such Person. Section 11.03. Rights in Respect of the 2004-A SUBI. Each Holder and Registered Pledgee of the 2004-A SUBI Certificate (including the Trust) is a third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust Agreement and this 2004-A SUBI Supplement apply to the 2004-A SUBI, the Holders of the 2004-A SUBI Certificate, and the Registered Pledgees of the 2004-A SUBI Certificate. Therefore, to that extent, references in the SUBI Trust Agreement to the ability of a "Holder," "Related Beneficiary," or a "Registered Pledgee" of a SUBI Certificate to take any action shall be deemed to refer to the Trust acting at its own instigation or upon the instruction of the requisite voting percentage of holders of Securities or Rated Securities, as specified in the Indenture or the Trust Agreement, as applicable. ARTICLE TWELVE CREATION OF THE 2004-A SUBI Section 12.01. Creation of 2004-A SUBI Assets and the 2004-A SUBI. (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary directs the Trustee to create, and the Trustee hereby creates, one Sub-Trust which shall be known as the "2004-A SUBI." The 2004-A SUBI shall represent a special unit of beneficial interest solely in the 2004-A SUBI Assets. (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary hereby directs the Trustee to identify and allocate or to cause to be identified and allocated to the 2004-A SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust Assets consisting of 2004-A Eligible Leases and the related Leased Vehicles and other associated Trust Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved for allocation to any Other SUBI (or owned or acquired by the Trustee on behalf of the Titling Trust but not yet allocated to, or reserved for allocation to, any specific Sub-Trust). Such Trust Assets (the "2004-A SUBI Assets") shall be accounted for and held in trust independently from all other Trust Assets within the Titling Trust. Based upon their identification and allocation by the Servicer pursuant to the 2004-A Servicing Supplement, the Trustee hereby identifies and allocates as 2004-A SUBI Assets the 2004-A Leases and 2004-A Vehicles more particularly described on the Schedule of 2004-A Leases and 2004-A Vehicles and the related Trust Assets described above, each such 2004-A SUBI Asset to be identified on the books and accounts of the Titling Trust as being allocated to the 2004-A SUBI. (c) The Titling Trust is hereby granted the power and authority and is authorized, and the Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its obligations under the Basic Documents. SUBI Supplement 3 Section 12.02. Transfer of 2004-A SUBI Interests. (a) Interests in the 2004-A SUBI may not be transferred or assigned by the UTI Beneficiary, and any such purported transfer or assignment shall be deemed null, void, and of no effect herewith; provided, however, that the 2004-A SUBI Certificate and the interests in the 2004-A SUBI represented thereby may be (i) sold to the Transferor pursuant to the SUBI Certificate Transfer Agreement, (ii) sold, transferred and assigned by the Transferor absolutely, or transferred and assigned or a security interest therein granted, in connection with a Securitized Financing, (iii) transferred to the Indenture Trustee or any subsequent Registered Pledgee to itself or any other Person following the occurrence of an Indenture Default (which has not been rescinded) or any similar term in any subsequent Securitized Financing secured by the 2004-A SUBI Certificate or any interest therein and (iv) transferred to each direct or indirect permitted transferee of the Indenture Trustee or such subsequent Registered Pledgee, in each case in the circumstances contemplated in, and subject to the conditions set forth in, Section 3.04(b) of the Titling Trust Agreement. Each such transfer shall be registrable upon surrender of the 2004-A SUBI Certificate to be transferred for registration of the transfer at the corporate trust office of the Trustee (or the Trust Agent, if applicable), accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, and thereupon a new 2004-A SUBI Certificate of a like aggregate fractional undivided interest will be issued to the designated permitted transferee. (b) For any transfer of the 2004-A SUBI Certificate or an interest therein to be effective, on or prior to the date of any absolute sale, transfer, or assignment, the related transferee must execute and deliver to the Trustee the non-petition covenant and the agreement required pursuant to Section 3.04(b) of the Titling Trust Agreement. Section 12.03. Issuance and Form of 2004-A SUBI Certificate. (a) The 2004-A SUBI shall be represented by a 2004-A SUBI Certificate that shall represent a 100% beneficial interest in the 2004-A SUBI and the 2004-A SUBI Assets, as further set forth herein. The 2004-A SUBI Certificate shall, upon transfer to the Trust, be registered in the name of the Trust, representing the beneficial interest in the 2004-A SUBI Assets allocated from the UTI. The Trustee shall register a pledge of the 2004-A SUBI Certificate in favor of the Indenture Trustee (for the benefit of the holders of the Notes), as provided in Article Thirteen, and shall deliver the 2004-A SUBI Certificate to the Indenture Trustee. The 2004-A SUBI Certificate shall be substantially in the form of Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this 2004-A SUBI Supplement and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith and with the Titling Trust Agreement, be directed by the UTI Beneficiary. Any portion of any 2004-A SUBI Certificate may be set forth on the reverse thereof, in which case the following reference to the portion of the text on the reverse shall be inserted on the face thereof, in relative proximity to and prior to the signature of the Trustee executing such 2004-A SUBI Certificate: SUBI Supplement 4 Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which provisions shall for all purposes have the same effect as if set forth at this place. In addition, the 2004-A SUBI Certificate will bear a legend to the following effect: THIS 2004-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS 2004-A SUBI CERTIFICATE, AGREES THAT THIS 2004-A SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS. The 2004-A SUBI Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied, or otherwise produced or may be produced in any other manner as may, consistently herewith and with the Titling Trust Agreement, be determined by the UTI Beneficiary. The 2004-A SUBI Certificate and the interest in the 2004-A SUBI evidenced thereby shall constitute a "security" within the meaning of Section 8-102(a)(15) of the UCC and a "certificated security" within the meaning of Section 8-102(a)(4) of the UCC. (b) If (i) the 2004-A SUBI Certificate is mutilated and surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 2004-A SUBI Certificate, and (ii) there is delivered to the Trustee such security or indemnity as may reasonably be required by it to hold the Trust and the Trustee, as applicable, harmless, then the Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen 2004-A SUBI Certificate, a replacement 2004-A SUBI Certificate. Every 2004-A SUBI Certificate issued pursuant to this Section 12.03(b) in replacement of any mutilated, destroyed, lost, or stolen 2004-A SUBI Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the mutilated, destroyed, lost, or stolen 2004-A SUBI Certificate shall be at any time enforceable by anyone, and shall be entitled to all of the benefits of the SUBI Trust Agreement equally and proportionately with any and all other 2004-A SUBI Certificates duly issued hereunder. The provisions of this Section 12.03(b) are exclusive and preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen 2004-A SUBI Certificates. SUBI Supplement 5 Section 12.04. Actions and Filings. The UTI Beneficiary and the Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the 2004-A SUBI, including filing or causing to be filed UCC financing statements and executing and delivering all related filings, documents or writings as may be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Trustee and the Servicer, and any of their respective officers, employees, or agents, as the true and lawful attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements, continuation statements, security agreements, mortgages, assignments, affidavits, letters of authority, notices, or similar documents necessary or appropriate to be executed or filed pursuant to this Section. Section 12.05. Termination of the 2004-A SUBI. (a) In connection with any purchase by the Servicer of the corpus of the Trust pursuant to Article Nine of the Trust Agreement, the succession of the Servicer to the interest in the 2004-A SUBI represented by the 2004-A SUBI Certificate, or should all of the interest in the 2004-A SUBI thereafter be held by the UTI Beneficiary or the Holders of the UTI Certificates, whether by transfer, sale, or otherwise, then upon the direction of such Holders, the 2004-A SUBI shall be terminated, the 2004-A SUBI Certificate shall be returned to the Trustee and canceled, and the Servicer shall reallocate all 2004-A SUBI Assets to the UTI. (b) So long as the Notes are Outstanding, the 2004-A SUBI shall not be dissolved unless (a) required by law or (b) at the direction of the Holder of the 2004-A SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, that upon the sale of the Trust Estate pursuant to Section 5.04 of the Indenture, this 2004-A SUBI Supplement shall terminate and the 2004-A SUBI shall be terminated; provided further, that such termination shall affect the Titling Trust only insofar as such termination relates to the 2004-A SUBI. Such termination shall not entitle the legal representatives of the 2004-A SUBI or any Holder of a 2004-A SUBI Certificate to take any action for a partition or winding up of the Titling Trust or any Trust Assets except with respect to the 2004-A SUBI Assets and the rights, obligations and Liabilities of the parties hereto shall not otherwise be affected. In connection with the sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 2004-A SUBI Certificate to dissolve the 2004-A SUBI in accordance with the provisions of the Indenture, and the 2004-A SUBI Assets shall be distributed out of the Titling Trust at the direction of the Holder of the 2004-A SUBI Certificate acting in accordance with instructions from the Registered Pledgee, and the purchaser shall take delivery of such 2004-A SUBI Assets. The Trustee and the other parties hereto shall cooperate with the Owner Trustee or the Trustee, as applicable, to cause the related 2004-A Vehicles to be retitled as directed by the purchaser. The proceeds of such sale shall be distributed in the following amounts and priority: SUBI Supplement 6 (i) to the Indenture Trustee, all amounts required to be paid under Section 6.07 of the Indenture, or to the Owner Trustee, all amounts required to be paid under Section 8.01 of the Trust Agreement, as the case may be; (ii) to the Servicer, any Payment Date Advance Reimbursement; (iii) to the Servicer, amounts due in respect of unpaid Servicing Fees; and (iv) to the Certificate Distribution Account (or, if the Lien of the Indenture is outstanding, the Note Distribution Account) to be distributed pursuant to Section 5.04(b) of the Indenture. Section 12.06. Representations and Warranties of Trustee. The Trustee hereby reaffirms, as of the Cutoff Date, the representations, warranties and covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or Related Beneficiary of a 2004-A SUBI Certificate (and beneficial owner of any portion thereof, including the Trust and the Trust Certificateholders) may rely. For purposes of this Section, any reference in Section 5.12 of the Titling Trust Agreement to the Titling Trust Agreement shall be deemed to constitute references to the SUBI Trust Agreement. Section 12.07. Transfer and Assignment of Certificates. For purposes of the SUBI Trust Agreement, the third sentence of Section 3.04(b) of the Titling Trust Agreement is hereby amended to read as follows: Notwithstanding the foregoing, prior to becoming the Registered Pledgee or Holder of a SUBI Certificate or otherwise becoming entitled to distributions or any other rights hereunder, the related transferee, assignee, or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 8.08 of the Titling Trust Agreement and (ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any certificate evidencing an Other SUBI to release all Claims to the UTI Assets and the related Other SUBI Assets, respectively, and, if such release is not given effect, to subordinate fully all Claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. For so long as the 2004-A SUBI Certificate remains outstanding, each Supplement shall contain a similar amendment with respect to such Section. ARTICLE THIRTEEN 2004-A SUBI PLEDGE Section 13.01. Registration of the 2004-A SUBI Pledge. The parties hereto hereby acknowledge the Trust's pledge, assignment, and grant to the Indenture Trustee, for the benefit of the holders of the Notes, under the Indenture of a security interest in the 2004-A SUBI Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes. The Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the SUBI Supplement 7 Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the Registered Pledgee of the Trust's 2004-A SUBI Certificate. The Trust has caused the Trustee to deliver the 2004-A SUBI Certificate to the Indenture Trustee, as Registered Pledgee, who shall have the rights with respect thereto described herein and in the Indenture. ARTICLE FOURTEEN 2004-A SUBI ACCOUNTS Section 14.01. 2004-A SUBI Collection Account. (a) With respect to the 2004-A SUBI, the Trustee, at the direction of the Servicer, shall establish, and the Trust Agent shall maintain, in the name of the Trustee, for the exclusive benefit of the holders of interests in the 2004-A SUBI, the 2004-A SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 2004-A SUBI Collection Account initially shall be established with U.S. Bank, as Trust Agent, so long as the Trust Agent has the Required Deposit Rating. If the Trust Agent at any time does not have the Required Deposit Rating, the Servicer shall, with the assistance of the Trust Agent, as necessary, cause such 2004-A SUBI Collection Account to be moved as described in Section 4.02(a) of the Titling Trust Agreement. The 2004-A SUBI Collection Account shall relate solely to the 2004-A SUBI and the 2004-A SUBI Assets, and funds therein shall not be commingled with any other monies, except as otherwise provided for in, or contemplated by, the SUBI Trust Agreement or in the Servicing Agreement. All deposits into the 2004-A SUBI Collection Account shall be made as described in the Servicing Agreement. (b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Trustee (acting through the Trust Agent) shall make deposits and withdrawals from the 2004-A SUBI Collection Account as set forth in the 2004-A Servicing Supplement. (c) Any transfer of funds to a Holder of a 2004-A SUBI Certificate shall be made as directed pursuant to the Basic Documents. Section 14.02. 2004-A Reserve Account. (a) Pursuant to Section 5.01 of the Trust Agreement, the Servicer, on behalf of the Trust, shall establish and maintain the Reserve Account (i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (ii) thereafter with the Owner Trustee. Deposits and withdrawals from the Reserve Account shall be made as directed pursuant to the Basic Documents, including Section 8.04(b) of the Indenture, Section 10.01 of the Indenture, Section 8.04 of the Servicing Agreement and Section 14.03 of this 2004-A SUBI Supplement. Section 14.03. Investment of Monies in 2004-A SUBI Accounts. All amounts held in the 2004-A SUBI Collection Account and the Reserve Account shall be invested in Permitted Investments in accordance with Section 4.02(a) of the Titling Trust Agreement. Any investment earnings on the 2004-A SUBI Collection Account and the Reserve Account will be taxable to the Transferor. SUBI Supplement 8 Section 14.04. No Residual Value Surplus Account or Payahead Account. The parties hereby acknowledge that there shall be no Residual Value Surplus Account or Payahead Account (as defined in the Titling Trust Agreement). ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS Section 15.01. Amendment. (a) This 2004-A SUBI Supplement (and, accordingly, the Titling Trust Agreement as it relates to the 2004-A SUBI) may be amended by the parties hereto: (i) without the consent of the Holders, to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, to add any other provision with respect to matters or questions arising hereunder that is not inconsistent with the SUBI Trust Agreement, or to add or amend any provision herein to assure that none of the Titling Trust, the Trust, or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided that any such action will not, in the good faith judgment of the parties hereto, materially and adversely affect the interest of any Holder; and (ii) from time to time (including to change the manner in which the Reserve Account is funded or to eliminate the Reserve Account, or to change the remittance schedule for depositing SUBI Collections and other amounts into the 2004-A SUBI Collection Account), provided that (A) each Rating Agency receives prior written notice of such amendment and (B) an Opinion of Counsel is delivered to the Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and the Notes will properly be characterized as indebtedness that is secured by the assets of the Trust. To the extent that any such amendment materially affects the UTI or any Other SUBI, the 2004-A SUBI Certificate or the 2004-A SUBI Assets, such amendment shall require the consent of the Holders affected thereby; in addition, to the extent that (A) such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections or payments in respect of the 2004-A SUBI or the 2004-A SUBI Certificate or distributions (or the interest thereon) required to be made on any Notes or the Trust Certificates or reduce the Interest Rate of any Note or (B) reduce the percentage of the aggregate principal amount of the Notes and Trust Certificates required to consent to any such amendment, any such amendment shall require the consent of all the Holders and holders of 100% of all outstanding Notes and Trust Certificates --- (which for this purpose shall include Trust Certificates held by the Trust, the Transferor, the Servicer and their respective Affiliates), and an Opinion of Counsel as set forth in clause (B) above. SUBI Supplement 9 (b) Any amendment to this 2004-A SUBI Supplement shall amend the Titling Trust Agreement only insofar as such amendment relates to the 2004-A SUBI. Section 15.02. Governing Law. This 2004-A SUBI Supplement shall be created under and governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 15.03. Notices. The notice provisions of Section 8.03 of the Titling Trust Agreement shall apply equally to this 2004-A SUBI Supplement. A copy of each notice or other writing required to be delivered to the Trustee pursuant to the SUBI Trust Agreement also shall be delivered to (i) the Owner Trustee at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) the Servicer at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; and (iii) the Trust Agent at Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611, Attention: NILT Inc. (telecopier no. (312) 836-6701). Section 15.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this 2004-A SUBI Supplement (including any amendment hereto) shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this 2004-A SUBI Supplement, as the same may be amended, and shall in no way affect the validity or enforceability of the other provisions of the SUBI Trust Agreement or of the 2004-A SUBI Certificate or the rights of the Registered Pledgees thereof. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any covenant, agreement, provision, or term of this 2004-A SUBI Supplement invalid or unenforceable in any respect. Section 15.05. Effect of Supplement on Titling Trust Agreement. (a) Except as otherwise specifically provided herein or unless the context otherwise requires, (i) the parties hereto shall continue to be bound by all provisions of the Titling Trust Agreement, (ii) all references in the Titling Trust Agreement to the Titling Trust Agreement shall be to the SUBI Trust Agreement and (iii) the provisions set forth herein shall operate either as additions to or modifications of the extant obligations of the parties under the Titling Trust Agreement, as the context may require. In the event of any conflict between this 2004-A SUBI Supplement and the Titling Trust Agreement in respect of the 2004-A SUBI, the provisions of this 2004-A SUBI Supplement shall prevail. (b) For purposes of determining the obligations of the parties hereto under this 2004-A SUBI Supplement with respect to the 2004-A SUBI, except as otherwise indicated by the context, general references in the Titling Trust Agreement to (i) a SUBI Account shall be deemed to refer more specifically to a 2004-A SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to the 2004-A SUBI, (iii) a SUBI Collection Account shall be deemed to refer more specifically to the 2004-A SUBI Collection Account, (iv) a SUBI Asset shall be deemed to refer SUBI Supplement 10 more specifically to a 2004-A SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more specifically to this 2004-A SUBI Supplement and (vi) a Servicing Supplement shall be deemed to refer more specifically to the 2004-A Servicing Supplement. Section 15.06. No Petition. Each of the parties hereto and each Holder of a 2004-A SUBI Certificate, and each Registered Pledgee, by acceptance of a 2004-A SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not (and, to the fullest extent permitted by applicable law, the Trustee shall not have the power to) institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Titling Trust, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this 2004-A SUBI Supplement, the resignation or removal of the Trustee under the SUBI Trust Agreement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement or the Servicing Agreement. SUBI Supplement 11 IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee and, solely for the limited purposes set forth in Sections 14.01, 14.02, 14.03 and 14.04, the Trust Agent, have caused this 2004-A SUBI Supplement to be duly executed by their respective officers as of the day and year first above written. NILT TRUST, as Grantor and UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: ------------------------------------ Name: Title: NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: --------------------------------------- Name: Steven R. Lambert Title: President NILT, INC., as Trustee By: --------------------------------------- Name: Title WILMINGTON TRUST COMPANY, as Delaware Trustee By: --------------------------------------- Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trust Agent By: --------------------------------------- Name: Title: (SUBI Supplement) S-1 Receipt of this original counterpart of this 2004-A SUBI Supplement is hereby acknowledged on this ___ day of _________, 2004 . U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: --------------------------------------- Name: Title: SUBI Supplement S-2 EXHIBIT A SCHEDULE OF 2004-A LEASES AND 2004-A VEHICLES [Omitted. Copies on file with the the Trustee and the Owner Trustee.] (SUBI Supplement) A-1 EXHIBIT B FORM OF 2004 - A SUBI CERTIFICATE THIS 2004-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN NISSAN - INFINITI LT 2004-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE evidencing a fractional undivided interest in the 2004-A SUBI Assets of Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory Trust Act (the "Trust"). (This Certificate does not represent any interest in the UTI Assets or any Other SUBI Assets of the Trust or an obligation, of, or interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc., or any of their respective Affiliates.) THIS 2004-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS 2004-A SUBI CERTIFICATE, AGREES THAT THIS 2004-A SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS. No. R-___ evidencing a 100% interest in all 2004-A SUBI Assets (as defined below). This 2004-A Special Unit of Beneficial Interest Certificate does not represent an interest in or obligation of Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective affiliates. THIS CERTIFIES THAT ________________ is the registered owner of a nonassessable, fully-paid, 100% beneficial interest in the 2004-A SUBI Assets owned by Nissan-Infiniti LT (the "Titling Trust"). (SUBI Supplement) B-1 The Titling Trust was created pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, as amended, supplemented, or restated from time to time (the "Titling Trust Agreement"), among NILT Trust, as grantor and initial beneficiary (in such capacities, the "Grantor" and the "UTI Beneficiary," respectively), NILT, Inc., as trustee (the "Trustee"), Nissan Motor Acceptance Corporation, as servicer (the "Servicer"), Wilmington Trust Company, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank National Association, as trust agent (the "Trust Agent"). This certificate is a duly authorized 2004-A SUBI Certificate, and is issued under and is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 2004-A SUBI Supplement thereto, dated as of _________, 2004 (the "2004-A SUBI Supplement" and, together with the Titling Trust Agreement, the "SUBI Trust Agreement"). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among Nissan Auto Lease Trust 2004-A, as issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity, as servicer and administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as trustee to the Titling Trust, Wilmington Trust Company, as owner trustee and Delaware trustee, and U.S. Bank National Association, as trust agent and indenture trustee. By acceptance of this 2004-A SUBI Certificate, the Holder hereof assents to the terms and conditions of the SUBI Trust Agreement and agrees to be bound thereby. A summary of certain of the pertinent provisions of the SUBI Trust Agreement is set forth below. The assets of the Titling Trust allocated to the 2004-A SUBI will generally consist of (i) cash capital, (ii) the 2004-A Leases (iii) the 2004-A Vehicles, (iv) certain related Trust Assets and (v) all of the Titling Trust's rights thereunder, including the right to proceeds arising therefrom or in connection therewith. Under the Titling Trust Agreement, from time to time the UTI Beneficiary may direct the Trustee to issue to or upon the order of the UTI Beneficiary one or more certificates (each, a "SUBI Certificate") representing a beneficial interest in certain specified Leased Vehicles, Leases and related Trust Assets (such assets, the "SUBI Assets"). Upon the issuance of the SUBI Certificates relating to the SUBI Assets, the beneficial interest in the Trust and the Trust Assets represented by the UTI shall be reduced by the amount of the Trust Assets represented by such SUBI Certificates. This certificate was issued pursuant to the 2004-A SUBI Supplement and represents a 100% beneficial interest in the 2004-A SUBI Assets. The UTI and the 2004-A SUBI shall each constitute a separate series of the Titling Trust pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act for which separate and distinct records shall be maintained. The 2004-A SUBI Certificate and the interest in the 2004-A SUBI represented thereby constitutes a "security" within the meaning of Section 8-102(a)(15) of the Delaware UCC and a "certificated security" within the meaning of Section 8-102(a)(4) of the Delaware UCC. The 2004-A SUBI Supplement may be amended by the parties thereto upon the terms and subject to the conditions set forth in the 2004-A SUBI Supplement. SUBI Supplement B-2 The Holder, by acceptance of this 2004-A SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Titling Trust, any Beneficiary or a Special Purpose Affiliate, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement, the resignation or removal of the Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement. The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets of the Trustee and to all of the Trust Assets other than those from time to time included within the 2004-A SUBI as 2004-A SUBI Assets and those proceeds or assets derived from or earned by such 2004-A SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist. The Trustee shall keep the certificate register with respect to this 2004-A SUBI Certificate, and the Holder of this 2004-A SUBI Certificate shall notify the Trustee of any change of address or instructions on the distribution of funds. The 2004-A SUBI shall be deemed dissolved solely with respect to the 2004-A SUBI Assets, and not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the Trustee by the Holder of the 2004-A SUBI Certificate to revoke and dissolve the 2004-A SUBI. So long as the Notes are outstanding, the 2004-A SUBI shall not be dissolved except (a) as required by law or (b) at the direction of the Holder of the 2004-A SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, upon any sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 2004-A SUBI Certificate to dissolve the 2004-A SUBI in accordance with the provisions of the Indenture. Upon such dissolution of the Titling Trust with respect to the 2004-A SUBI and delivery of the 2004-A SUBI Certificate to the Trustee for cancellation, the Trustee shall distribute to the Holder of the 2004-A SUBI Certificate or its designee all 2004-A SUBI Assets and shall cause the Certificates of Title to the 2004-A Vehicles to be issued in the name of, or at the direction of, the Holder of the 2004-A SUBI Certificate (which may include reallocation of the 2004-A SUBI Assets relating to the 2004-A Vehicles to the UTI). The Holder of the 2004-A SUBI Certificate to whom such 2004-A SUBI Assets relating to the 2004-A Vehicles are distributed shall pay or cause to be paid all applicable titling and registration fees and taxes. The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement. No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding SUBI Supplement B-3 the foregoing, any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. This 2004-A SUBI Certificate shall be governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions. Unless this 2004-A SUBI Certificate shall have been executed by an authorized officer of the Trustee, by manual signature, this 2004-A SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose. SUBI Supplement B-4 IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not in its individual capacity, has caused this 2004-A SUBI Certificate to be duly executed. Dated: _________, 2004 NISSAN-INFINITI LT By: NILT, INC., as Trustee (SEAL) By: ----------------------------------- Name: Title: ATTEST: - ---------------------------------- This is the 2004-A SUBI Certificate referred to in the within-mentioned Supplement. NILT, INC., as Trustee By: ----------------------------------- Authorized Officer SUBI Supplement B-5 FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto ______________ the within 2004-A SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _____________ as attorney to transfer said 2004-A SUBI Certificate on the books of the certificate registrar, with full power of substitution in the premises. Dated: By: ----------------------- ----------------------------------- Name: Title: SUBI Supplement B-6 EX-10.4 8 a01146exv10w4.txt SERVICING AGREEMENT EXECUTION COPY EXHIBIT 10.4 NISSAN-INFINITI LT, as Origination Trust, NILT TRUST, as UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer ------------------------------------ SERVICING AGREEMENT Dated as of March 1, 1999 ------------------------------------ TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS AND INTERPRETIVE PROVISIONS Section 1.01. General Definitions......................................................................... 2 Section 1.02. Interpretation.............................................................................. 2 ARTICLE TWO ADMINISTRATION AND SERVICING OF LEASES Section 2.01. Duties of Servicer.......................................................................... 3 Section 2.02. Records..................................................................................... 5 Section 2.03. Custodial Duties of Servicer................................................................ 6 Section 2.04. Certificates of Title....................................................................... 6 Section 2.05. Initial Funding of Payments to Dealers...................................................... 7 Section 2.06. Servicer's Repurchase Obligations and Option................................................ 7 Section 2.07. Collections, Security Deposits and Other Receipts........................................... 9 Section 2.08. Settlement of Accounts...................................................................... 10 Section 2.09. Servicing Compensation...................................................................... 11 Section 2.10. Servicing Expenses and Reimbursement........................................................ 12 Section 2.11. Repossession, Recovery and Sale of Leased Vehicles.......................................... 12 Section 2.12. Servicer to Act on Behalf of Trustee........................................................ 13 Section 2.13. Liability of Servicer; Indemnities.......................................................... 13 Section 2.14. Third Party Claims.......................................................................... 15 Section 2.15. Insurance................................................................................... 15 ARTICLE THREE STATEMENTS AND REPORTS Section 3.01. Reporting by the Servicer; Delivery of Certain Documentation................................ 16 ARTICLE FOUR SERVICER DEFAULTS Section 4.01. Servicer Defaults; Termination of Servicer.................................................. 18 Section 4.02. No Effect on Other Parties.................................................................. 21
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Page ---- ARTICLE FIVE THE SERVICER Section 5.01. Representations and Warranties.............................................................. 22 Section 5.02. Limitation on Liability of Servicer......................................................... 23 Section 5.03. Merger...................................................................................... 24 Section 5.04. Servicer Not to Resign; Assignment.......................................................... 24 ARTICLE SIX MISCELLANEOUS Section 6.01. Termination of Agreement; Transfer of Servicing Materials to Successor Servicer............. 26 Section 6.02. Amendment................................................................................... 26 Section 6.03. Governing Law............................................................................... 27 Section 6.04. Relationship of this Agreement to Other Trust Documents..................................... 27 Section 6.05. Notices..................................................................................... 27 Section 6.06. Severability of Provisions.................................................................. 28 Section 6.07. Inspection and Audit Rights................................................................. 28 Section 6.08. Binding Effect.............................................................................. 28 Section 6.09. Table of Contents and Headings.............................................................. 28 Section 6.10. Counterparts................................................................................ 28 Section 6.11. Further Assurances.......................................................................... 28 Section 6.12. Third-Party Beneficiaries................................................................... 29 Section 6.13. No Waiver; Cumulative Remedies.............................................................. 29 Section 6.14. No Petition................................................................................. 29 ARTICLES SEVEN, EIGHT AND NINE [RESERVED] SCHEDULES Schedule I - Lease Document Locations .................................................................... SI-1 EXHIBITS Exhibit A - Definitions................................................................................... A-1 Exhibit B - Leased Vehicle Power of Attorney.............................................................. B-1 Exhibit C - Filings Power of Attorney..................................................................... C-1
ii SERVICING AGREEMENT This Servicing Agreement, dated as of March 1, 1999, is among Nissan-Infiniti LT, a Delaware business trust (the "Origination Trust"), NILT Trust, a Delaware business trust ("NILT Trust"), as initial beneficiary of the Origination Trust (the "UTI Beneficiary"), and Nissan Motor Acceptance Corporation ("NMAC"), a California corporation, as servicer (the "Servicer"). RECITALS WHEREAS, NILT Trust, as grantor (the "Grantor") and UTI Beneficiary, the Servicer, NILT, Inc., a Delaware corporation, as trustee of the Origination Trust (the "Trustee"), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank National Association, as trust agent (the "Trust Agent"), have entered into the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Origination Trust Agreement"), pursuant to which the Origination Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); WHEREAS, the Origination Trust will be comprised of an undivided trust interest (the "UTI") and one or more special units of beneficial interest (each, a "SUBI"), each of which will constitute a separate series of the Origination Trust under Delaware law, and each of which will have allocated to it certain specified Trust Assets; WHEREAS, the parties desire to provide for, among other things, the servicing of the Trust Assets by the Servicer; and WHEREAS, the parties acknowledge that, in connection with, among other things, the creation of the UTI and one or more SUBIs, it may be necessary or desirable to enter into supplemental agreements hereto, providing for specific servicing obligations in connection therewith. 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 One DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 General Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Origination Trust Agreement, except that references therein to the Trust shall be deemed to refer to the Origination Trust. Whenever used in this Agreement, unless the context otherwise requires, capitalized terms shall have the meanings ascribed thereto in Exhibit A. 1.02 Interpretation. 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 this Agreement include all Exhibits and Schedules hereto, (iii) 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, (iv) 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, (v) the term "include" and all variations thereof shall mean "include without limitation", (vi) the term "or" shall include "and/or", (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC, (viii) in the computation of a period of time from a specified date to a later specified date, the word "from" shall mean "from and including" and the words "to" and "until" shall mean "to but excluding" and (ix) the phrase "Trustee on behalf of the Origination Trust," or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Origination Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Origination Trust. 2 ARTICLE Two ADMINISTRATION AND SERVICING OF LEASES 2.01 Duties of Servicer. (a) The Servicer shall service, administer and collect under the Leases and in respect of the Leased Vehicles in accordance with this Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with such servicing, administration and collection that it may reasonably deem necessary or desirable in the interests of the Origination Trust. The duties of the Servicer shall include, among other things, in accordance with this Agreement, the Origination Trust Agreement and any applicable Supplement or Servicing Supplement: (i) performing on behalf of the Origination Trust all obligations on the part of the Lessor under the Leases; (ii) collecting and processing payments, responding to inquiries of Lessees, investigating delinquencies, sending payment statements and reporting tax information to Lessees, paying costs of the sale or other disposition of Leased Vehicles related to Liquidated Leases and paying all state and local personal property, use, excise and sales taxes on the Leased Vehicles (to the extent required to be paid by the Lessor under applicable State law) as and when such taxes become due; (iii) negotiating with the Lessees of Leases nearing their respective Maturity Dates and arranging for extensions of the related Lease or the sale (to the Lessee, a Dealer or any other Person) or other disposition of the related Leased Vehicle in accordance with the Servicer's customary practices; (iv) executing and delivering, in its own name or in the name of the Origination Trust or the Trustee on behalf of the Origination Trust, as the case may be, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the Leases and in respect of the Leased Vehicles, including: (A) bills of sale; (B) applications for originals or duplicates of Certificates of Title in the name of the Origination Trust or the Trustee on behalf of the Origination Trust, applications for registrations of Leased Vehicles or license plates, applications for transfers of Certificates of Title or registrations for Leased Vehicles or license plates and any instruments, certificates or other documents which the Servicer deems necessary or advisable to record, maintain or release title to or registration of Leased Vehicles in the manner contemplated hereby; (C) consents, amendments, extensions or modifications to any of the Leases; and (D) all other instruments, certificates or other documents similar to the foregoing; (v) servicing the Leases, including: (A) accounting for collections and furnishing periodic statements to the Trustee with respect to distributions as set forth herein or in the applicable Supplements or Servicing Supplements, (B) generating or 3 causing to be generated federal and state tax information and returns on behalf of the Origination Trust and (C) filing periodic sales and use tax or property (real or personal) tax reports; (vi) in connection with the creation and maintenance of each Sub-Trust, creating, maintaining and amending the Schedule of Leases and Leased Vehicles, and delivering to the Trustee, from time to time, as provided in a related Servicing Supplement, a Schedule of Leases and Leased Vehicles that is current as of a date not more than ten days prior to the date of such delivery; (vii) applying for and maintaining the licenses, permits and authorizations and making the filings described in Section 5.01(c) of the Origination Trust Agreement; and (viii) such other activities as shall be necessary or advisable in connection with the foregoing. For the purpose of servicing the Trust Assets, the servicing provisions contained in this Agreement shall replace in their entirety the servicing provisions contained in the Origination Trust Agreement. (b) The Servicer shall service, administer and collect with respect to the Leases and the Leased Vehicles using the same degree of care and diligence as (i) NMAC employs in servicing leases and leased vehicles in NMAC's Portfolio that are not assigned to the Origination Trust, or (ii) if NMAC is no longer the Servicer, is customarily exercised by prudent servicers employed to service retail leases of automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. The Servicer's procedures are set forth in the Credit and Collection Policy. The Servicer shall maintain a copy of the Credit and Collection Policy on behalf of the Origination Trust at the Trust Office and shall promptly incorporate into such copy all material changes thereto. (c) The Servicer may retain subservicers or agents by agreement, power of attorney or otherwise to assist the Servicer in performing its servicing functions; provided, however, that any delegation of duties to any subservicer or agent shall not relieve the Servicer of any of its obligations hereunder. (d) The Servicer is authorized to, in its own name, in the name of the Origination Trust or in the name of the Trustee (or a Co-Trustee) on behalf of the Origination Trust, commence, defend against or otherwise participate in a Proceeding relating to or involving the protection or enforcement of the interests of the Origination Trust, the Trustee (or a Co-Trustee) on behalf of the Origination Trust, a Holder or a Beneficiary in any Lease, Leased Vehicle or other Trust Asset. If the Servicer shall commence, defend against or otherwise participate in a Proceeding in its own name or in the name of the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust, a relevant Holder or a Beneficiary, each such Person shall thereupon be deemed to have automatically assigned its interest in (including legal title to) the related Lease, Leased Vehicle or other Trust Asset, as applicable, to the Servicer to the extent necessary for the purposes of such Proceeding. If in any Proceeding it is held that the Servicer may not enforce the 4 rights of the Origination Trust, the Trustee (or a Co-Trustee) on behalf of the Origination Trust, a relevant Holder or a relevant Beneficiary in a Lease, Leased Vehicle or other Trust Asset on the grounds that it is not the real party in interest or a holder entitled to enforce such Lease or other relevant document or instrument, the Trustee shall, at the direction of the Servicer, take steps to enforce the interest of each related entity in such Lease, Leased Vehicle or other Trust Asset, including bringing suit in its own name or in the name of any of the foregoing. (e) The Trustee shall furnish the Servicer with all powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing, administration and collection duties hereunder and under each applicable Supplement or Servicing Supplement. 2.02 Records. (a) Except as otherwise provided in a related Servicing Supplement, the Servicer shall maintain accurate and complete accounts, records and computer systems with respect to (i) all funds and other receipts with respect to the UTI and the SUBIs, (ii) the Trust Assets and (iii) all matters related directly to the servicing of the Leases in each case, as are consistent with the customary servicing procedures of the Servicer. Such accounts, records and computer systems shall indicate the Sub-Trust to which each Lease, Leased Vehicle or other Trust Asset is allocated and reflect the interest of the Related Beneficiary therein. Except where otherwise noted in the definition of "Lease Documents", the Servicer may maintain each Lease Document as an image, fiche or electronic record rather than in original form. The Servicer shall not be required to physically segregate the Lease Documents and related accounts, records and computer systems from leases, vehicle information and related documentation for other leases or vehicles in NMAC's Portfolio. The Servicer shall conduct, or cause to be conducted, periodic examinations of a representative sample of the Lease Documents for the Leases and of the related accounts, records and computer systems to verify compliance with the Credit and Collection Policy. (b) The Servicer shall make available to the Trustee or its duly authorized representatives, attorneys or auditors the Lease Documents and the related accounts, records and computer systems maintained by the Servicer or any subservicer or agent of the Servicer at such times as the Trustee shall reasonably instruct at the locations where maintained pursuant to this Agreement. (c) The Servicer shall promptly report to the Trustee any material failure on the part of the Servicer to hold or retain possession of the Lease Documents and maintain its accounts, records and computer systems in accordance with the requirements of this Agreement. The Servicer shall promptly take appropriate action to remedy any such failure. (d) To the extent that the Servicer has Lease Documents in its possession, the Servicer shall hold such Lease Documents, as agent and bailee for the benefit of the Origination Trust and all present and future Holders and Beneficiaries. (e) In the exercise of its duties and powers hereunder, the Servicer may release any Lease Document to the Trustee (or any related Co-Trustee) on behalf of the Origination Trust or its 5 agent or designee, as the case may be, at such place or places as the Trustee (or such Co-Trustee) may designate. The Servicer shall not be responsible for any Loss occasioned by the failure of the Trustee (or any related Co-Trustee) to return any document or for any delay in doing so. 2.03 Custodial Duties of Servicer. The Servicer shall serve as custodian of the Lease Documents for the benefit of the Origination Trust. The Lease Documents are hereby constructively delivered to the Origination Trust with respect to each Lease and Leased Vehicle. In its capacity as custodian, the Servicer shall maintain possession of the Lease Documents as agent and bailee for the benefit of the Origination Trust and all present and future Holders and Beneficiaries. The Servicer shall hold such Lease Documents at the locations specified in Schedule I or at such other location or locations as shall be specified by the Servicer to the Trustee by 30 days' prior written notice. 2.04 Certificates of Title. (a) In connection with the filing of the application for each Certificate of Title, the Servicer shall arrange for the related Registrar of Titles to issue and deliver to or upon the order of the Servicer a Certificate of Title identifying the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust as the owner of the related Leased Vehicle. The Certificates of Title shall be held by the Servicer. The Servicer shall direct each Dealer or other entity assigning Leases or causing Leases to be assigned to the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust to cause each Certificate of Title to identify (i) the owner of the Leased Vehicle as "Nissan-Infiniti LT", "SunTrust Bk Atlanta", "NILT c/o [Lessee's Name]", "NILT, Inc., as Trustee for Nissan-Infiniti LT", "NILT, Inc.", the name of a co-trustee as may be required under applicable State law or such other designation as may be agreed upon by the Servicer and the Related Beneficiary from time to time that is acceptable to the related Registrar of Titles, and (ii) if Administrative Liens are used, such first lienholder as may be agreed upon by the Servicer and the Related Beneficiary from time to time and that is acceptable to the applicable Registrar of Titles. (b) Except as otherwise required by applicable law, the related Registrar of Titles or the Servicer's customary servicing procedures, the Servicer shall direct each Dealer to include the address of the Principal Service Facility as the mailing address for the Certificate of Title, the address of the related Lessee as the mailing address for the vehicle registration, and, where applicable, the address of the Principal Service Facility, as the address of the first lienholder, and otherwise to comply with the Servicer's normal requirements under the Dealer Agreements with respect to each Lease and Certificate of Title. Except as otherwise required by applicable law or the applicable Registrar of Titles, so long as a Leased Vehicle is owned by the Origination Trust, the Servicer shall not permit the related Certificate of Title to identify any entity other than in compliance with Section 2.04(a). (c) Upon transfer to or from the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust of legal title to any Leased Vehicle, the Servicer shall cause all applicable Taxes to be paid and will comply with all applicable federal and State law requirements related to the transfer of title to such Leased Vehicle. 6 2.05 Initial Funding of Payments to Dealers. (a) In the ordinary course of its business, NMAC shall maintain or enter into Dealer Agreements with Dealers eligible to generate Eligible Leases. Pursuant to the Assignment Agreement, NMAC shall direct each Dealer (i) to assign to the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust all Eligible Leases and the related Leased Vehicles and (ii) to apply for the Certificates of Title to the Leased Vehicles related to Leases originated by such Dealer to be issued with the name on the Certificate of Title as specified by the Servicer in accordance with Section 2.04. Pursuant to the Assignment Agreement, NMAC will instruct each Dealer to deliver the applicable Lease Documents to or upon the order of the Servicer. The obligations of the Servicer pursuant to this Section shall survive any partial or complete termination of the Servicer pursuant to this Agreement. (b) Except as otherwise prohibited in the applicable Supplement or Servicing Supplement, the UTI beneficiary shall make Capital Contributions to the Origination Trust in the amounts required to pay to the relevant Dealers the purchase price for Leases and Leased Vehicles that NMAC has caused such Dealers to assign to the Origination Trust from time to time pursuant to the Assignment Agreement and the related Dealer Agreements. Such Capital Contributions may be funded by a loan made by NMAC to the UTI Beneficiary secured by a pledge of the UTI Certificate or by other means. In lieu of paying Capital Contributions to the Origination Trust and having the Origination Trust pay the Dealers, the UTI Beneficiary may, on behalf of the Origination Trust, pay or cause to be paid the amounts of such Capital Contributions directly to the Dealers to whom payment is due. 2.06 Servicer's Repurchase Obligations and Option. (a) The Servicer hereby represents and warrants to the other parties hereto and the parties to the Origination Trust Agreement that, as to each Lease and the related Leased Vehicle as of the relevant Vehicle Representation Date, the Servicer has satisfied, or has directed the related Dealer to satisfy, the provisions of Section 2.04 with respect to such Lease and the application for the related Certificate of Title. The Origination Trust shall rely on such representation and warranty in accepting each Lease and Leased Vehicle. Such representation and warranty shall survive the transfer of each Lease and the related Leased Vehicle, and delivery of the related Lease Documents to the Trust pursuant to the Origination Trust Agreement and this Agreement. (b) Upon discovery by the Trustee, the Servicer, the Related Beneficiary or a related Holder that the representation or warranty in Section 2.06(a) was incorrect as of the related Vehicle Representation Date in a manner that materially adversely affects the interest of the Origination Trust in the related Lease or a Leased Vehicle, the Person discovering such incorrectness (if other than the Servicer) shall give prompt written notice to the Servicer. Except as otherwise prohibited in the applicable Supplement or Servicing Supplement, on or before the Payment Date related to the Collection Period in which the Servicer discovers such incorrectness (whether pursuant to such notice or otherwise), the Servicer shall cure in all material respects the circumstance or condition with respect to which the representation or warranty was incorrect as of the related Vehicle Representation Date. If the Servicer will be unable or unwilling to cure such circumstance or condition by such Payment Date, on the Deposit Date for the related 7 Collection Period, the Servicer shall (i) deposit (or cause to be deposited) into the Collection Account an amount equal to the Repurchase Amount, and (ii) direct the Trustee to cause such Lease and Leased Vehicle to be conveyed to the Servicer or Dealer as described below. If the Servicer receives funds from a Dealer pursuant to such Dealer's obligation under a Dealer Agreement or otherwise to repurchase a Lease and Leased Vehicle that is required to be repurchased or reallocated pursuant to this Section, the Servicer shall deposit such funds within two Business Days of receipt to the Collection Account and return to such Dealer the Lease and any Certificate of Title that has been issued with respect to the related Leased Vehicle. (c) If a Lessee changes the domicile of or title to a Leased Vehicle and such change would be likely to result in the Origination Trust doing business in a Restricted Jurisdiction, then on the Deposit Date related to the Collection Period in which the Servicer discovers or is notified of such change, the Servicer shall purchase such Lease and the related Leased Vehicle by either (i) depositing to the Collection Account an amount equal to the Repurchase Amount or (ii) appropriately segregating and designating an amount equal to the Repurchase Amount on its records, pending application thereof pursuant to this Agreement. (d) The purchase by the Servicer or a Dealer of a Lease and the related Leased Vehicle pursuant to this Section shall be deemed to cure the breach of representation or warranty or other situation giving rise to the repurchase obligation for purposes of this Agreement. Upon any such purchase, the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust, as applicable, shall be deemed to transfer, assign, set over and otherwise convey to the Servicer (or the related Dealer, as applicable), without recourse, representation or warranty, all of the Origination Trust's interest in the repurchased Lease and Leased Vehicle, including all monies due or to become due with respect thereto after the date of such repurchase and all proceeds thereof. The Trustee shall, at the expense of the Servicer, execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Servicer to effect the conveyance of such Lease and Leased Vehicle pursuant to this Section. Such actions shall include executing and filing with the related Registrar of Titles an application for transfer of ownership of the related Leased Vehicle to the Servicer or the Dealer, as applicable. (e) Except as otherwise set forth herein or in the related Supplement or Servicing Supplement, the sole remedy of the Origination Trust, the Related Beneficiary and the related Holders with respect to a change of domicile by a Lessee resulting in the Origination Trust doing business in a Restricted Jurisdiction shall be to require the Servicer to deposit the applicable Repurchase Amount in the Collection Account and thereby purchase the applicable Lease and Leased Vehicle as provided in this Section. The obligations of the Servicer under this Section shall survive any partial or complete termination of the Servicer hereunder. (f) Notwithstanding the foregoing, the Servicer may purchase a Matured Vehicle at any time. If such Leased Vehicle is allocated to (i) the UTI, the purchase price shall equal the Lease Book Balance of such Lease as of the related Maturity Date or (ii) a Sub-Trust, the purchase price shall be determined as set forth in the related Servicing Supplement. 8 2.07 Collections, Security Deposits and Other Receipts. (a) The Servicer shall use commercially reasonable efforts to (i) collect all payments required under each Lease and (ii) cause each Lessee to make all payments required under its Lease, accompanied by an invoice, payment coupon or electronic funds transfer notice bearing the lease number to which such payment relates. Consistent with the foregoing, the Servicer may in its discretion waive any late payment charge, in whole or in part, in connection with delinquent payments on a Lease. The Servicer shall account to the Origination Trust for the Trust Assets related to each Sub-Trust separately in accordance with this Agreement, the Origination Trust Agreement and the related Servicing Supplement or Supplement. (b) To the extent required by a related Supplement or Servicing Supplement, the Servicer shall transfer from the related Collection Account (or a SUBI Lease Account, as applicable) such funds as are required to be so transferred in connection with any Trust Asset Transfer. (c) With respect to any Collections received by the Servicer: (i) Within two Business Days after receiving any check or other receipt related to a Lease, the Servicer shall enter into its computer system the following information, to the extent available: (A) the amount of the receipt, (B) the lease number to which such receipt relates, (C) the nature of the payment (i.e., whether a Monthly Payment, a Payment Ahead, a Payoff, proceeds of Dealer Recourse, Net Auction Proceeds, Net Liquidation Proceeds, Insurance Proceeds or Administrative Charge (and type thereof)), (D) the date of receipt of such payment and (E) the Sub-Trust to which such Lease has been allocated (collectively, the "Payment Information"). (ii) As to any such funds received by the Servicer for which the Servicer does not have all Payment Information, the Servicer shall enter into its computer system all available Payment Information and use its commercially reasonable efforts to obtain all missing Payment Information as soon as practicable and shall enter the remaining Payment Information into its computer system upon receipt thereof. (iii) The Servicer shall cause the portions of the Administrative Charge representing allocations of taxes to pay all such amounts as are contemplated by the related Lease. (iv) By the later of the close of business on (A) the second Business Day after receipt or (B) the day on which all related Payment Information is received by the Servicer, the Servicer shall, except as otherwise provided in a related Servicing Supplement, either (1) deposit into the related Collection Account all such funds other than (x) Administrative Charges and (y) Disposition Expenses, Liquidation Expenses and Insurance Expenses to be reimbursed to the Servicer pursuant to Section 2.11, or (2) appropriately segregate and designate such funds on its records, pending application thereof pursuant to this Agreement. (d) With respect to Security Deposits: 9 (i) Subject to Section 6.01(b), the Servicer shall treat all Security Deposits remitted to it (or deemed remitted to it) in accordance with its customary servicing procedures as agent, custodian and bailee for the Origination Trust and as proceeds of the Leases, pending application of the proceeds thereof pursuant to clause (ii) below. (ii) The Servicer shall apply the proceeds of each Security Deposit in accordance with applicable law and the terms of the related Lease, including payment of shortfalls resulting from the related Lessee's default or failure to make payments required by the related lease or from damage to the related Leased Vehicle. Upon termination of a Lease, the Servicer shall return to the related Lessee any portion of the related Security Deposit remaining after deducting any amounts permitted under applicable law and the related Lease. To the extent permitted by applicable law and the related Lease, if a Lease becomes a Liquidated Lease, then the related Security Deposit shall become Liquidation Proceeds, which the Servicer shall apply (net of any Liquidation Expenses) to amounts owed by the related Lessee under such Lease. (iii) The Servicer shall not be required to segregate Security Deposits from its own funds (except for Security Deposits paid in connection with Leases originated in the state of New York, which Security Deposits must be segregated). Any income earned from any investment on the Security Deposits by the Servicer shall be for the account of the Servicer as additional compensation (except for income earned on Security Deposits paid in connection with Leases originated in the state of New York, which income, if any, must be reserved for the lessee who initially paid the Security Deposit). (e) With respect to any other funds received by the Servicer or the Trustee related to any Trust Asset, upon receipt the Servicer shall either (i) deposit such funds to the related Collection Account or (ii) appropriately segregate and designate such funds on its records, pending application thereof pursuant to this Agreement. (f) The Servicer shall from time to time, in accordance with the Origination Trust Agreement or an applicable Supplement or Servicing Supplement, (i) identify and allocate on the books and records of the Origination Trust certain Leases and Leased Vehicles into one or more SUBIs, either upon the initial creation of such SUBI or periodically following its creation, and (ii) direct the Trustee to transfer periodically from and to the related Trust Accounts (A) such funds as are provided for in such Supplement or Servicing Supplement in connection with any Trust Asset Transfer and (B) such SUBI's appropriate share of the Liabilities of the Origination Trust, as determined in accordance with the Origination Trust Agreement and such Supplement or Servicing Supplement. 2.08 Settlement of Accounts. (a) On or before each Calculation Date, the Servicer shall, with respect to (i) the UTI and (ii) the SUBI, deliver to the Trustee, each UTI Holder, SUBI Holder and each Registered Pledgee, a Settlement Statement documenting, as applicable, (A) all advances to be made to, and distributions (including Servicer reimbursement) to be made from, the related Collection 10 Account, or (B) the manner in which the Servicer will apply all related UTI Collections or SUBI Collections received by the Servicer on or prior to the next ensuing Payment Date. (b) The Servicer shall, from time to time, determine the respective amounts and recipients and: (i) as and when required by and as provided in this Agreement or a related Servicing Supplement, transfer from the related Collection Account to the Servicer any due and unpaid Servicing Fees; (ii) as and when required by the Origination Trust Agreement, this Agreement or a related Supplement or Servicing Supplement, transfer from the UTI Collection Account any Trust Expenses, Reimbursable Expenses or Liabilities for which reimbursement is authorized hereunder or thereunder to the Person entitled thereto; (iii) as and when required by a related Supplement or Servicing Supplement, transfer from the related SUBI Collection Account to the UTI Collection Account funding for each SUBI's share of any allocable Trust Expenses, Reimbursable Expenses or Losses for which reimbursement is authorized by the Origination Trust Agreement or such Supplement or Servicing Supplement to the extent not otherwise provided for in this Section; (iv) as and when required in connection with a Securitized Financing, transfer from the related Collection Account to the related Distribution Account such amounts as are required to be distributed from time to time in connection with such Securitized Financing; (v) as and when required by the Origination Trust Agreement or a related Supplement or Servicing Supplement, transfer between the related Collection Accounts (or a SUBI Lease Account, as applicable) any other funds as provided for in the Origination Trust Agreement or any such Supplement or Servicing Supplement; and (c) Anything to the contrary notwithstanding, the Servicer shall be entitled to make any of the foregoing transfers by appropriately segregating and designating the relevant funds on its records, pending application thereof in accordance with this Agreement. 2.09 Servicing Compensation. (a) As compensation for the performance of its obligations under this Agreement, and subject to any applicable Servicing Supplement, the Servicer shall be entitled to receive with respect to (i) the UTI, the Servicing Fee and (ii) a SUBI, such Servicing Fee and such additional compensation as may be provided for in the related SUBI Servicing Supplement. If at any time the Servicer shall service only the Trust Assets allocated to a particular Sub-Trust, any servicing compensation shall be calculated based only on such Trust Assets and shall be deemed to be an expense incurred only with respect to such Sub-Trust. The Servicing Fee shall be deemed to be an expense incurred with respect to and allocated to the related Trust Assets, rather than all Trust 11 Assets generally, and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. (b) Unless otherwise provided in a Servicing Supplement, the Servicer shall be entitled to additional servicing compensation with respect to the related Trust Assets in the form of Administrative Charges to the extent not required for the payment of insurance premiums, taxes or similar charges allocable to the Leases. 2.10 Servicing Expenses and Reimbursement. (a) Subject to any applicable Servicing Supplement, the Servicer shall pay all expenses incurred by it in connection with its servicing activities and shall not be entitled to reimbursement of such expenses except for unpaid Disposition Expenses, Insurance Expenses, Liquidation Expenses and Reimbursable Expenses. The Servicer shall advance Insurance Expenses, Disposition Expenses, Liquidation Expenses and Reimbursable Expenses to the extent required to service the related Trust Assets. The Servicer shall be entitled to be reimbursed for Insurance Expenses, Disposition Expenses and Liquidation Expenses to which it is entitled by depositing only Net Insurance Proceeds, Net Auction Proceeds and Net Liquidation Proceeds to the related Collection Account or by appropriately segregating and designating such funds on its records, pending application thereof. (b) Except as otherwise provided in a Supplement or Servicing Supplement, the Servicer may obtain on any day from the Origination Trust, out of each Collection Account, reimbursement for any Reimbursable Expenses for the related Sub-Trust for any or all prior Collection Periods; provided, that (i) the Servicer shall have delivered to the Trustee an Officer's Certificate setting forth the calculation of such Reimbursable Expenses and (ii) any such reimbursement may not exceed the excess, if any, as of the date immediately preceding the date of such Officer's Certificate, of the related Collection Account Balance over the Required Collection Account Balance. 2.11 Repossession, Recovery and Sale of Leased Vehicles. (a) Subject to Section 2.11(b), the Servicer shall use commercially reasonable efforts to sell or otherwise dispose of any Matured Vehicle not purchased by the Lessee and to repossess or recover and sell or otherwise dispose of any Liquidated Vehicle. In accordance with the foregoing standards, the Servicer shall follow such practices and procedures as are consistent with the standards set forth in Section 2.01(b), which may include (i) engaging in self-help repossession to the extent permitted under applicable law, (ii) exercising reasonable efforts to realize upon Dealer Recourse, (iii) consigning a Leased Vehicle to a Dealer for resale or re-lease (to the extent permitted by applicable law), (iv) selling a Leased Vehicle at public or private sale in a commercially reasonable manner or (v) commencing and prosecuting Proceedings with respect to such Lease or the related Leased Vehicle, in each case in compliance with the related Lease and all applicable laws. (b) The Servicer shall not be required to expend its own funds in repairing a Leased Vehicle that has been damaged unless the Servicer shall reasonably determine that such 12 expenditure is likely to enhance Net Auction Proceeds or Net Liquidation Proceeds, as applicable. The Servicer shall expend funds in connection with the repossession, recovery or sale of any Leased Vehicle (and such expense shall be deemed a Liquidation Expense) only to the extent that it reasonably determines that anticipated Liquidation Expenses will not exceed anticipated Liquidation Proceeds. Except as otherwise provided in the related Servicing Supplement, the Servicer shall be reimbursed for Disposition Expenses and Liquidation Expenses as provided in Section 2.10. The Trustee on behalf of the Origination Trust shall grant to the Servicer a Leased Vehicle Power of Attorney, and the Servicer, as "Grantee" thereunder, with full power of substitution, shall give prompt notice to the Trustee upon any such substitution. 2.12 Servicer to Act on Behalf of Trustee. (a) The Servicer shall be deemed to have received proper instructions with respect to any of the books and records relating to the Trust Assets, including any Lease Document, upon receipt of written instructions by a Responsible Officer of the Trustee (or a Co-Trustee) or the Trust Agent. A certified copy of a bylaw or a Board Resolution of the Trustee or the Trust Agent shall constitute conclusive evidence of the authority of any such Responsible Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Trustee or the Trust Agent, as the case may be. (b) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Leases allocated to a particular Sub-Trust and all related rights, (ii) periodic sales and use tax, income or franchise tax or property (real or personal) tax reports for the Origination Trust and the Trustee, (iii) periodic renewals of licenses and permits, (iv) periodic renewals of qualifications to act as a business trust and trustee of a business trust and (v) other periodic governmental filings, returns, registrations or approvals (collectively, "Filings") arising with respect to or required of the Trustee or the Origination Trust, including (in the case of clauses (iii) and (v)) such licenses, permits and other Filings as are required for the Origination Trust or the Trustee on behalf of the Origination Trust, as the case may be, to accept assignments of Leases or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.04 and 2.05(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Origination Trust or the Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the UTI Beneficiary, the Trustee or the Origination Trust, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. The Servicer shall provide to the Trustee a copy of each such Filing or undertaking upon request, other than Consolidated Tax Filings. In connection with this Section, the Trustee shall grant to the Servicer such authority, including any necessary power of attorney (including a Filings Power of Attorney), as it may require to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Trustee. The Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee, except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party. 13 2.13 Liability of Servicer; Indemnities. (a) The Servicer shall be liable under this Agreement only to the extent of the obligations specifically undertaken by it and shall have no other obligations or liabilities hereunder. (b) The Servicer shall indemnify, defend and hold harmless the following parties: (i) the Origination Trust, the Trustee, any Co-Trustees, the Trust Agent, the Beneficiaries, the Holders and any Registered Pledgees, and their respective officers, directors, shareholders, Affiliates, employees and agents, from and against any and all Losses arising out of or resulting from the use or operation of any Leased Vehicle by the Servicer or any Affiliate thereof; (ii) the Origination Trust, the Trustee, any Co-Trustees, the Trust Agent, the Beneficiaries, the Holders and any Registered Pledgees from and against any and all Losses to the extent that such Losses arose out of, or were imposed upon, such Persons by reason of the performance by the Servicer of its duties under this Agreement, the Trust Agreement or a Servicing Supplement (excluding credit and residual Losses) or by reason of its disregard of its obligations and duties hereunder or thereunder; (iii) the Origination Trust, the Trustee, any Co-Trustees and the Trust Agent from and against any Taxes that may at any time be asserted against the Origination Trust, the Trustee, any Co-Trustee or the Trust Agent with respect to the transactions contemplated by this Agreement, the Origination Trust Agreement or a Servicing Supplement (other than Taxes based on income payable to such Persons hereunder and thereunder), including any sales, gross receipts, general corporation, tangible personal property, privilege or license Taxes and costs and expenses in defending against the same; and (iv) the Trustee, any Co-Trustees and the Trust Agent from and against all Losses arising out of or incurred in connection with their acceptance or performance of the trusts and duties contained in this Agreement, a Servicing Supplement or any other Trust Document, except to the extent that any such Loss (A) is due to the willful misconduct, bad faith or negligence (except for good faith errors in judgment) of the Trustee or the Trust Agent, (B) arises from the material breach by the Trustee, any Co-Trustee or the Trust Agent of any of its obligations, representations or warranties in this Agreement, a Servicing Supplement or in any Trust Agency Agreement or (C) arises out of or is incurred in connection with the performance by the Trust Agent of the duties of Successor Servicer hereunder. (c) If the Servicer has made any indemnity payment pursuant to this Section, it shall be a condition of such payment that if the recipient thereafter collects from the Origination Trust, the Trust Assets or third parties any amounts with respect to which the Servicer has made an indemnity payment to the recipient hereunder, the Servicer shall be entitled to be reimbursed by the recipient to the extent of such amounts collected, without interest. 14 (d) The obligations of the Servicer under this Section shall survive (i) any transaction described in Section 5.04 and any acts, occurrences or transactions related thereto whether arising before or after the date of such transaction, (ii) the resignation or removal of the Servicer or the Trustee and (iii) the termination of this Agreement, any related Servicing Supplement and the other Trust Documents. (e) This Section supercedes Section 6.02(a) of the Origination Trust Agreement. 2.14 Third Party Claims. The Servicer shall immediately notify the UTI Beneficiary, each Related Beneficiary, each related Holder and the Trustee, upon learning of a Claim or Lien of whatever kind of a third party that would be likely to have a material adverse impact (not reasonably expected to be covered by insurance) on the Origination Trust, any Sub-Trust or any Trust Assets allocated to a particular Sub-Trust. The Servicer shall be responsible for the defense of any Claim against the Trustee arising pursuant to or in connection with a Claim or Proceeding (i) contemplated by Sections 2.13(b)(i), (ii) and (iii), subject to the qualifications described therein, (ii) originally commenced by the Servicer to enforce a Lease or (iii) with respect to the servicing of a Lease. If the Servicer is responsible for the defense of such a Proceeding or Claim, the Servicer will provide such information with respect thereto as is reasonably requested by the UTI Beneficiary, a Related Beneficiary, a related Holder (including any Registered Pledgees entitled to such information) or the Trustee, as applicable. 2.15 Insurance. (a) At the inception of each Lease, the Servicer shall (i) require each Lessee to execute and deliver to the Servicer, on behalf of the Origination Trust, an Agreement to Provide Insurance and (ii) in States where so required by the issuer of the Contingent and Excess Liability Insurance Policy, obtain confirmation of the issuance to the Lessee of automotive liability insurance meeting the requirements of such issuer. If a Lessee fails to obtain or maintain required insurance, the Servicer may deem the related Lease to be in default, and the Servicer shall determine whether to repossess or recover the related Leased Vehicle in accordance with Section 2.11 or otherwise to seek enforcement of such Lease. (b) The Servicer will maintain and pay when due all premiums with respect to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess Liability Insurance Policy unless a replacement insurance policy or policies is obtained providing coverage against third party claims that may be raised against the Origination Trust or the Trustee on behalf of the Origination Trust and, except as otherwise provided in a Servicing Supplement relating to a Securitized Financing, against any trust created in connection with such Securitized Financing that issues securities, in each case with respect to any Leased Vehicle (or, in the case of any such securitization trust, against the Leased Vehicles allocated to the related UTI or SUBI, as the case may be), in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of $15 million combined single limit each occurrence without limit on the number of occurrences in any policy period (which policy or policies may be a blanket insurance policy or policies covering the Servicer and one or more of its Affiliates). On or before March 31 of each year, commencing March 31, 2001, the Servicer shall provide to the Trustee an Officer's Certificate certifying that the Insurance Policy the Servicer is required to 15 maintain pursuant to this Section is in full force and effect. The obligations of the Servicer pursuant to this Section with respect to the Trust Assets shall survive any termination of the Servicer's other obligations under this Agreement until such time as Claims can no longer be brought which would be covered by such policies, whether as a result of the expiration of relevant statutes of limitations or otherwise. 16 ARTICLE Three STATEMENTS AND REPORTS 3.01 Reporting by the Servicer; Delivery of Certain Documentation. (a) Except as otherwise provided in any Servicing Supplement, on each Calculation Date, the Servicer shall deliver to the Trustee, each Beneficiary and each Holder (including any Registered Pledgee entitled thereto) a Settlement Statement for the related Collection Period. (b) Within 90 days after the end of each fiscal year (commencing June 30, 2000), the Servicer shall cause the Independent Accountants of the Servicer to deliver an agreed-upon procedures letter for the preceding year (or shorter period, with respect to the first such letter) ended March 31, addressed to the Trustee, the Servicer, the Related Beneficiaries, the related Holders (including any Registered Pledgee entitled thereto) and if any Rated Securities are outstanding, each Rating Agency, confirming that such Independent Accountants have performed the outlined procedures and such other auditing procedures as they considered necessary in the circumstances and stating that nothing came to the attention of such Independent Accountants that caused them to believe that the servicing of the Leases was not being conducted, or that distributions on the Rated Securities (if any) were not being made, in each case in accordance with this Agreement and any applicable Servicing Supplement, except for such exceptions as such firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. In the event such Independent Accountants require the Trustee to agree to the outlined procedures, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and that the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (c) Within 90 days after the end of each fiscal year (commencing June 30, 2000), the Servicer shall deliver an Officer's Certificate to the Trustee, the Related Beneficiaries and each UTI Holder (including any Registered Pledgee entitled thereto) to the effect that a review of the activities of the Servicer during the preceding year (or shorter period, with respect to the first such certificate) ended March 31 has been made under the supervision of the officer executing such Officer's Certificate with a view to determining whether during such year (or shorter period, as applicable) a Servicer Default has occurred, and (i) stating that, to the best knowledge of such officer, no Servicer Default has occurred or (ii) if a Servicer Default has occurred, specifying the nature of such default and the status thereof. (d) On or before each Calculation Date, the Servicer shall, with respect to (i) the UTI, upon request and (ii) each SUBI, as specified in a related Servicing Supplement, cause to be delivered to (A) the Trustee, upon request, a revised Schedule of Leases and Leased Vehicles, containing data as of the last day of the related Collection Period, (B) the Trustee and the Related Beneficiary, a report in respect of such Collection Period setting forth any information required to be set forth therein by the related Servicing Supplement and (C) the Trustee, to the extent reimbursement is requested pursuant to Section 2.10, an Officer's Certificate of the Servicer 17 identifying all related Leases and Vehicles acquired by the Origination Trust during such Collection Period, the aggregate cost of such acquisitions, the amount transferred by the Servicer during such Collection Period to fund such acquisitions, the amount of all Reimbursable Expenses paid by the Servicer during such Collection Period, the amount of all Capital Contributions made by the Related Beneficiary during such Collection Period, the amount of any transfer during such Collection Period into the related Collection Account and the balance due the Servicer with respect to any unreimbursed advances. 18 ARTICLE Four SERVICER DEFAULTS 4.01 Servicer Defaults; Termination of Servicer. (a) Any of the following acts or occurrences shall constitute a "Servicer Default": (i) the Servicer shall fail to deposit, apply or distribute Collections in the manner and at such time as required hereunder, including, without limitation, failing to deliver to the Trustee for distribution to or for the account of a Holder any amounts required to be so distributed pursuant to this Agreement (including a related Servicing Supplement), and such failure shall have continued for a period of ten Business Days after either discovery by an officer of the Servicer of such failure or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; provided, however, that any such failure with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not with respect to any other Sub-Trust; (ii) the Servicer shall fail to duly observe or perform in any material respect any of its covenants or agreements in this Agreement or a Servicing Supplement not otherwise covered in this Section 4.01(a), which failure materially and adversely affects the rights of the Origination Trust or a related Holder, Registered Pledgee or a holder of a Security, and such default shall have continued for a period of 90 days after the earlier of the time (A) written notice thereof shall have been given to the Servicer by the Trustee or such Holder or Registered Pledgee or (B) such default becomes known to the Servicer; provided, however, that (1) any such default with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not with respect to any other Sub-Trust, and (2) the determination of materiality with respect to any Sub-Trust shall be made by reference to the related Holder and not by reference to any other Holder; (iii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, (B) the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Servicer or of any substantial part of its property or (C) the ordering of the winding up or liquidation of the affairs of the Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days or immediately upon entry of any decree or order; (iv) the Servicer shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (B) admit in writing its inability, or be generally unable, to pay its debts as they become due, (C) make a general assignment for the benefit of creditors, (D) commence a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, (E) be adjudicated a bankrupt or insolvent, (F) file a petition seeking to 19 take advantage of any other law providing for the relief of debtors or (G) take any corporate action for the purpose of effecting any of the foregoing; (v) any representation, warranty or statement of the Servicer made in this Agreement or in a related Servicing Supplement (excluding those contemplated by Section 2.06(a)) or any certificate, report or other writing delivered pursuant to this Agreement or a related Servicing Supplement, shall prove to have been incorrect in any material respect when made and has a material adverse effect on a related Holder, Registered Pledgee or a holder of a Security and, if such default is of a type that may be corrected, the failure to correct the default within 30 days after the earlier of the time (A) written notice thereof shall have been given to the Servicer by the Trustee or such Holder or Registered Pledgee or (B) such incorrectness becomes known to the Servicer; provided, however, that (1) any such incorrect representation, warranty or statement made with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not with respect to any other Sub-Trust and (2) the determination of a material adverse effect with respect to any Sub-Trust shall be made only by reference to the related Holder and not to any other Holder; (vi) the Servicer shall have failed to perform its obligations under Section 2.15(b) with respect to the Contingent and Excess Liability Insurance Policy and such failure shall continue for a period of ten Business Days after the earlier of the time (A) written notice thereof shall have been given to the Servicer by the Trustee, a Holder or Registered Pledgee or (B) such failure becomes known to the Servicer; or (vii) the Servicer shall fail to deliver to the Trustee any report required to be delivered to the Trustee pursuant to this Agreement or a Servicing Supplement within 60 Business Days after the date such report is due; provided, however, that any such failure with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not with respect to any other Sub-Trust. Notwithstanding the foregoing, a delay in or failure of performance under clause (i) for a period of ten Business Days, under clause (ii) for a period of 120 days, under clause (v) for a period of 90 days or under clause (vii) for a period of 60 days, shall not constitute a Servicer Default if caused by a Force Majeure Event. Upon the occurrence of a Force Majeure Event, the Servicer shall (i) make commercially reasonable efforts to perform its obligations hereunder in a timely manner in accordance with the terms of this Agreement and (ii) provide to the Trustee, the UTI Beneficiary each Related Beneficiary and each related Holder prompt notice of such Force Majeure Event and the resulting delay or failure in performance to which such Force Majeure Event relates, together with a description of its efforts to so perform its obligations hereunder. (b) The Servicer shall provide to the Trustee and each related Holder and Registered Pledgee prompt notice of any (i) Servicer Default or (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by a description of the nature of the default and the Servicer's efforts to remedy the same. 20 (c) If a Servicer Default shall have occurred and be continuing with respect to one or more Sub-Trusts, the Trustee may remedy such Servicer Default, or at the direction of the Required Related Holders (which, with respect to a Servicer Default relating to a SUBI, shall not include the UTI Beneficiary and which, with respect to a Servicer Default relating only to the UTI, shall only include the UTI Beneficiary), or, if applicable, the holders of Rated Securities (in the manner provided for in the related Servicing Supplement) by notice to the Servicer, the UTI Beneficiary and the related Holders (and, if applicable, the holders of Rated Securities), terminate all (or, if such Servicer Default relates only to a particular Sub-Trust, the applicable portion) of the rights and obligations of the Servicer under this Agreement and the related Servicing Supplement, including all or a portion (allocable to the rights and obligations terminated) of the rights of the Servicer to receive the servicing compensation provided for in Section 2.09 (or the applicable portion thereof) with respect to such Sub-Trust following the assumption by a successor of the Servicer's duties hereunder. Upon any such termination, the Servicer shall continue to perform its functions as Servicer until the earlier of the date specified in the termination notice or, if no such date is specified therein, the date of the Servicer's receipt of such notice, at which time all rights, powers, duties, obligations and responsibilities of the Servicer under this Agreement and the related Servicing Supplement, whether with respect to the Servicing Fee or otherwise, so terminated with respect to one or more Sub-Trusts shall, as applicable, vest in and be assumed by a Successor Servicer appointed by the Trustee pursuant to a servicing agreement with the Origination Trust and the Related Beneficiary, containing substantially the same provisions as this Agreement in respect of the related Sub-Trust (including those with respect to the compensation of such Successor Servicer). The Trustee is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments (including any notices to Lessees deemed necessary or advisable by the Trustee), and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Such action shall include, directing any or all of the related Lessees to remit payments on or in respect of the related Leases and Leased Vehicles to an account or address designated by the Trustee or the Successor Servicer. The Servicer shall comply with its obligations under Section 6.01(b) in connection with any such termination. (d) All reasonable costs and expenses incurred in connection with transferring the servicing of the related Leases and Leased Vehicles to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the Trust Agent, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. In the event that a Servicer fails to pay costs and expenses for which it is responsible under this Section within a reasonable time after presentation of such documentation, the Successor Servicer shall be entitled to reimbursement therefor as a Liability payable from Trust Assets in accordance with Section 3.08 of the Origination Trust Agreement, and the Origination Trust shall be subrogated to the reimbursement rights of the Successor Servicer against the departing Servicer. (e) At the direction of the Registered Pledgee, or if there is none, the Required Related Holders, the Trustee shall waive default by the Servicer in the performance of its obligations hereunder and its consequences with regard to any Sub-Trust, except that any such waiver in respect of a Sub-Trust created pursuant to a Supplement may only be given in accordance with 21 such Supplement or the related Servicing Supplement. Upon any such waiver by the Trustee of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the related Servicing Supplement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (f) If the Servicer resigns or is terminated as Servicer hereunder, the Trustee, acting at the direction of the Required Related Holders, shall appoint a Successor Servicer hereunder. If a Successor Servicer is not appointed by the effective date of the predecessor Servicer's termination hereunder or resignation pursuant to Section 5.04, the Trust Agent shall act as Successor Servicer with respect to the Sub-Trust or Sub-Trusts affected hereby. If the Origination Trust Agent is unwilling or legally unable to so act, then the Origination Trust shall promptly appoint or petition a court of competent jurisdiction to appoint as Successor Servicer with respect to such Sub-Trust or Sub-Trusts any established entity the regular business of which includes the servicing of motor vehicle leases or retail installment sale contracts. (g) In the event of the partial termination by the Trustee of any, but not all, of the Servicer's rights and powers hereunder, the Servicer (and, except with respect to UTI Assets, unless otherwise directed by the Trustee) shall continue to service, administer and collect Leases and Leased Vehicles in unaffected Sub-Trusts and shall have the right to receive servicing compensation in accordance with Section 2.09 with respect to all such unaffected Sub-Trusts. (h) Any compensation payable to a Successor Servicer may not be in excess of that permitted the predecessor Servicer unless the related Holders bear such excess costs exclusively. 4.02 No Effect on Other Parties. Upon any complete or partial termination of the rights and powers of the Servicer pursuant to Section 6.01 or upon any appointment of a Successor Servicer with respect to all or a portion of the Trust Assets, all rights, powers, duties and obligations of the Origination Trust and the Trustee under this Agreement or any other Trust Document shall remain in full force and effect, except as otherwise expressly provided in this Agreement or in any other Trust Document. 22 ARTICLE Five THE SERVICER 5.01 Representations and Warranties. As of the date hereof, the Servicer makes the following representations and warranties with respect to each Sub-Trust to the Origination Trust, each Related Beneficiary and each Holder: (a) Organization and Good Standing. The Servicer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has corporate power, authority and legal right to acquire, own, sell and service the Leases and the Leased Vehicles and to serve as custodian hereunder, except where failure to do so will not have a material adverse effect on the Servicer's ability to perform its obligations under this Agreement. (b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Leases and Leased Vehicles as required by this Agreement) requires such qualifications except when the failure to have any such license, approval or qualification would not be likely to have a material adverse effect on the condition, financial or otherwise, of the Servicer or would not be likely to have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement. (c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Servicer by all necessary corporate action. (d) Binding Obligation. This Agreement has been duly executed and delivered by the Servicer and constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity or public policy, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) No Violation. The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the articles of incorporation or bylaws of the Servicer, (ii) conflict with or breach any of the material terms or provisions of, or constitute (with or without 23 notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Servicer is a party or by which it is bound, (iii) result in the creation or imposition of any material lien upon any properties of the Servicer pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement or a related Servicing Supplement) or (iv) violate any law or any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties, in each case which breach, default, conflict, lien or violation would be likely to have a material adverse effect on the financial condition of the Servicer. (f) No Proceedings. There are no Proceedings in which the Servicer has been served, or to the Servicer's knowledge, Proceedings which are pending or threatened, in each case, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; (iii) seeking any determination or ruling that would be likely to materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement; or (iv) relating to the Servicer and that would be likely to adversely affect the federal income tax attributes of the Origination Trust or any Sub-Trust. (g) Permits, Licenses, Approvals, Consents. The Servicer has obtained any and all permits, licenses, approvals, orders and consents of and made all necessary registrations with, each Governmental Authority and each other Person required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. 5.02 Limitation on Liability of Servicer. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Origination Trust, the Trustee, any Beneficiary, any Holder, any Registered Pledgee or any third party beneficiary of this Agreement or any other Trust Document, except as otherwise provided in the applicable Trust Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Trust Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such individual against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under this Agreement or any other Trust Document. (b) Except as otherwise provided in this Agreement or any other Trust Document, the Servicer shall not be under any obligation to appear in, prosecute or defend any Proceeding not incidental to its duties to service the Leases in accordance with this Agreement, and that in its opinion may involve it in any Liability; provided, however, that the Servicer may undertake any reasonable action it may deem necessary or desirable in respect of this Agreement and the rights 24 and duties of the parties hereto and the interests of the Origination Trust, and any reasonable expense related to any such undertaking by the Servicer shall be a Reimbursable Expense. (c) The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement or any other Trust Document. 5.03 Merger. (a) The Servicer shall not consolidate with or merge into any other corporation or convey, transfer or lease all or substantially all of its assets as an entirety to any Person unless (i) the entity formed by such consolidation or into which the Servicer is to be merged or the Person that is to acquire by conveyance, transfer or lease all or substantially all of the assets of the Servicer as an entirety (A) is an entity organized and existing under the laws of the United States or any State and (B) either executes and delivers to the Origination Trust an agreement, in form and substance reasonably satisfactory to the Trustee and the Registered Pledgee, if any, containing an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement and the other Trust Documents or will be so bound by operation of law or (ii) the Servicer will be the surviving corporation resulting from such consolidation or merger. (b) Any corporation (i) into which the Servicer may be merged or consolidated, (ii) that may result from any merger, conversion or consolidation to which the Servicer shall be a party, (iii) that may succeed to all or substantially all of the business of the Servicer or (iv) more than 50% of the voting stock of which is directly or indirectly owned by NMAC or any Affiliate thereof and that is otherwise servicing motor vehicle leases or retail installment sale contracts, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under the Trust Documents, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustee and each Holder and Registered Pledgee. The Servicer may appoint one or more nominees to hold title to any or all of the Trust Assets in the name of such nominee title holder for the sole and exclusive benefit of the Origination Trust and, upon the appointment of such a nominee title holder, the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust, as applicable, shall transfer title to all or such portion of the Trust Assets as directed by the Servicer. 5.04 Servicer Not to Resign; Assignment. (a) Except as provided in Section 4.01(c) or 6.01, the Servicer shall not resign from the duties and obligations imposed on it hereby as Servicer except upon a determination by its Board of Directors that by reason of a change in applicable legal requirements, the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements in a manner that would be likely to result in a material adverse effect on the Servicer or its financial condition, such determination to be evidenced by 25 the delivery to the Trustee of a Board Resolution to such effect. No such resignation shall become effective until the date upon which the Servicer becomes unable to act as Servicer, as specified in such notice, unless a Successor Servicer has assumed the duties of the Servicer hereunder. If the Servicer is so required to resign, the Servicer shall assist the Trustee in finding a Successor Servicer, which Person shall enter into a new servicing agreement with the Origination Trust, having substantially the same provisions as this Agreement. The Trustee shall not unreasonably withhold its consent to such a servicing agreement. (b) The Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 5.03. (c) Except as otherwise provided in this Section, the duties and obligations of the Servicer under this Agreement shall continue until the Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have been terminated as provided in Section 6.01 and shall survive the exercise by the Trustee of any right or remedy under this Agreement or the enforcement by the Trustee of any provision of the other Trust Documents. 26 ARTICLE Six MISCELLANEOUS 6.01 Termination of Agreement; Transfer of Servicing Materials to Successor Servicer. (a) This Agreement shall terminate, completely or in part with respect to one or more Sub-Trusts, upon the earlier of (i) the dissolution of the Origination Trust, (ii) with respect to the Servicer, but not as to the applicable Successor Servicer, the discharge of the Servicer in accordance with the terms of this Agreement (completely or with regard to any of (A) the Servicer's obligation to cause the assignment of Leases, Leased Vehicles and related Trust Assets to the Origination Trust or (B) the Servicer's servicing obligations with regard to one or more Sub-Trusts) or (iii) the mutual written determination of the parties hereto (completely or in any part as set forth in clause (ii) above). Upon any termination of the Servicer's servicing obligations hereunder with regard to any Sub-Trust, upon payment of all amounts due to the Servicer hereunder with respect to such Sub-Trust (including related accrued Servicing Fees and additional servicing compensation payable in respect of such Sub-Trust and reimbursement of any advances), the Servicer shall pay to or upon the order of the Trustee or any other Person entitled thereto all monies held by the Servicer on behalf of the Origination Trust or the Trustee with respect to such Sub-Trust. Any termination of the Servicer with respect to one Sub-Trust shall not thereby effect a termination of the Servicer with respect to any other Sub-Trust in existence at the time of such termination. (b) If the rights of the Servicer are terminated hereunder with regard to any Sub-Trust, the Servicer shall, upon demand of the Trustee, deliver to the Trustee or the applicable Successor Servicer copies of all books and records necessary for the servicing of the related Leases and Leased Vehicles, all monies collected by it and required to be deposited in any Trust Account or other account relating to the Sub-Trust (including the transfer of applicable Security Deposits being held by the Servicer), and any related Leased Vehicle in its possession that has been repossessed or recovered and is part of Matured Vehicle Inventory and in either case has not yet been sold or otherwise disposed of pursuant to this Agreement. In addition, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the applicable Leases to the Successor Servicer. As promptly as practicable, the Servicer shall provide to the Successor Servicer a current computer tape containing all information required for the servicing of such Leases, together with documentation containing any and all information necessary for use of such computer tape. 6.02 Amendment. (a) Subject to Section 6.02(b), this Agreement may be amended as it relates to (i) the Origination Trust, by written agreement among the Origination Trust, the UTI Beneficiary, the Servicer and any additional Persons required by any Servicing Supplement or (ii) a particular Sub-Trust, by one or more Servicing Supplements among the Origination Trust, the UTI Beneficiary, the Servicer and any additional Persons required by the related Servicing Supplement. A Servicing Supplement may provide, among other things, for further specific servicing obligations with respect to the related Sub-Trust. Such Servicing Supplements may 27 permit the termination of this Agreement insofar as it applies to the related Sub-Trust, upon the terms and conditions set forth therein; provided, that no SUBI Servicing Supplement shall be effective to authorize or effect the termination of this Agreement insofar as it relates to the UTI or any Other SUBI, and no UTI Servicing Supplement shall be effective to authorize or effect the termination of this Agreement insofar as it relates to any SUBI. (b) This Agreement may be amended at any time by the UTI Beneficiary, the Origination Trust and the Servicer, without the consent of any Holder or other Beneficiary, (i) to (A) cure any ambiguity, (B) correct or supplement any provision herein that may be inconsistent with any other provision herein, (C) add any provision that provides additional rights to the Holders or (D) ensure that none of the Origination Trust, the Beneficiaries or the Holders is classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, as evidenced by an Opinion of Counsel; provided, in each case, that such amendment will not, in the good faith judgment of the parties thereto, materially and adversely affect the interest of any Holder or (ii) for any other purpose, provided that an Opinion of Counsel is delivered to the Trustee to the effect that such amendment or supplement will not materially and adversely affect the interest of any Holder. (c) Any amendment or supplement effected contrary to the provisions of this Section shall be void. 6.03 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to otherwise applicable principles of conflicts of law. 6.04 Relationship of this Agreement to Other Trust Documents. Unless the context otherwise requires, this Agreement and the other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and thereof. The provisions of this Agreement supersede the servicing provisions of the Origination Trust Agreement. In the event of any actual conflict between the provisions of this Agreement and (i) the Origination Trust Agreement, with respect to the servicing of any Trust Assets, the provisions of this Agreement shall prevail and (ii) any Servicing Supplement with respect to the servicing of any Related Trust Assets, the provisions of such Servicing Supplement shall control with respect to the related Sub-Trust. 6.05 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first- class United States mail, postage prepaid, hand delivery, prepaid courier service, or facsimile transmission, and addressed in each case as follows: (i) if to the Servicer, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to NILT Trust, at One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (telecopier: (312) 228-9401), Attention: NILT, Inc.; (iii) if to the Trustee, at One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (telecopier no. (312) 228-9401), Attention: NILT, Inc., with a copy (which shall not constitute notice) to the UTI Beneficiary; (iv) if to the Origination Trust, at the Trust Office (telecopier no. (310) 324-2542); or (v) with respect to any of the foregoing Persons, at such other address or telecopier number as shall be designated by such Person in a written notice to the other parties hereto. Delivery shall occur only upon receipt 28 or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. A copy of all notices to the Trustee shall be delivered to the Trust Agent. 6.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any Servicing Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, as supplemented or amended, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any Servicing Supplement. 6.07 Inspection and Audit Rights. The Servicer agrees that, on reasonable prior notice, it will permit any representative or designee of the Trustee, the UTI Beneficiary, a UTI Holder or Registered Pledgee during the normal business hours of the Servicer, to examine all books of account, records, reports and other papers of the Servicer relating to the Trust Assets, to make copies and extracts therefrom, to cause such books to be audited by Independent Accountants selected by the Trustee, UTI Beneficiary, UTI Holder or Registered Pledgee, as applicable, and to discuss the affairs, finances and accounts related to the Trust Assets with its officers and employees, all at such reasonable times and as often as may be reasonably requested. Such rights shall include, but shall not be limited to, any offsite storage facilities at which any data (including, without limitation, computerized records), together with all operating software and appropriate documentation, may be held. The Trustee, the UTI Beneficiary and each UTI Holder and Registered Pledgee agree to keep confidential all confidential information of the Servicer acquired during any such examination as if such information were its own confidential information, except to the extent necessary for the purposes of this Agreement or the enforcement thereof. Unless a Servicer Default has occurred and is continuing, any expense incident to the exercise by the Trustee, the UTI Beneficiary, a UTI Holder or the Registered Pledgee of any right under this Section shall be paid as a Trust Expense of the UTI. 6.08 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. 6.09 Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 6.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. 6.11 Further Assurances. Each party shall take such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. 29 6.12 Third-Party Beneficiaries. The UTI Beneficiary and each UTI Holder and Registered Pledgee shall be third party beneficiaries of this Agreement. The related Beneficiary, the related Holders and any other Person designated as a third party beneficiary in a servicing Supplement shall be third party beneficiaries of this Agreement as supplemented by such Servicing Supplement. Except as otherwise provided in this Agreement or a Servicing Supplement, no other Person shall have any rights hereunder. 6.13 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under this Agreement or any Servicing Supplement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in this Agreement and any Servicing Supplement are cumulative and not exhaustive of any rights, remedies, powers or privileges provided at law, in equity or otherwise. 6.14 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date on which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the UTI Beneficiary, the Trustee, the Origination Trust, any Special Purpose Affiliate, any Beneficiary, any general partner of a Beneficiary or of a Special Purpose Affiliate that is a partnership, any member of a Beneficiary or of a Special Purpose Affiliate (or any of their respective general partners) that is a limited liability company or any trustee of a Beneficiary or of a Special Purpose Affiliate which is a trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or State bankruptcy or similar law. This Section shall survive the complete or partial termination of this Agreement or the complete or partial resignation or removal of the Servicer. 30 ARTICLES SEVEN, EIGHT AND NINE [RESERVED] 31 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN-INFINITI LT By: NILT, INC., as Trustee of Nissan-Infiniti LT By: /s/ Nancie J. Arvin ------------------- Name: Nancie J. Arvin Title: Vice President NILT TRUST, as UTI Beneficiary By: U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Nancie J. Arvin ------------------- Name: Nancie J. Arvin Title: Vice President NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: /s/Robin A. Norris ------------------- Name: Robin A. Norris Title: Vice President 32 SCHEDULE I LEASE DOCUMENT LOCATIONS Nissan Motor Acceptance Corporation facilities locations: 2901 Kinwest Parkway Irving, Texas 75063-5809 990 West 190th Street Torrance, California 90502-1019 Location of Offsite Records: Iron Mountain 1235 N. Union Bower Irving, Texas 75061 Iron Mountain 5911 Fresca Drive La Palma, California 90623 SI-1 EXHIBIT A DEFINITIONS "Accountant" means a firm of public accountants of nationally recognized standing. "Adjusted Capitalized Cost" means, with respect to any leased vehicle, the Gross Capitalized Cost less the Capitalized Cost Reduction, which amount is used in calculating the Monthly Payment. "Administrative Charge" has the meaning set forth in the Origination Trust Agreement, plus any disposition fee, with respect to any Lease or Lease Vehicle. "Administrative Lien" has the meaning set forth in the Origination Trust Agreement. "Affiliate" has the meaning set forth in the Origination Trust Agreement. "Agreement" means this Servicing Agreement, as amended or supplemented from time to time; provided, however, that except as otherwise provided therein, a supplement hereto with respect to the UTI or a SUBI will only supplement this Servicing Agreement as it relates to the UTI or such SUBI, as the case may be. "Agreement to Provide Insurance" means the agreement of such name required to be executed by each Lessee as a condition to its Lease in accordance with the Credit and Collection Policy, or any successor to such agreement. "Assignment Agreement" has the meaning set forth in the Origination Trust Agreement. "Assignment Date" means, with respect to any Lease or Leased Vehicle, the date such Lease or Leased Vehicle is transferred to the Origination Trust. "Auction Proceeds" means, with respect to a Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any Vehicle which is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds. "Beneficiaries" has the meaning set forth in the Origination Trust Agreement. "Board of Directors" means, with respect to any Person (which, in the case of a partnership, shall be its managing general partner or, if there is no managing general partner, any general partner thereof and in the case of a trust shall be its beneficiary), either its Board of Directors or any duly authorized committee thereof. "Board Resolution" means, with respect to any Person (which, in the case of a partnership, shall be its managing general partner or, if there is no managing general partner, any general partner thereof and in the case of a trust shall be its beneficiary), a copy of a resolution certified by its Secretary or an Assistant Secretary to have been duly adopted by the Board of A-1 Directors of such Person and to be in full force and effect on the date of such certification and delivered to the entity to which such resolution is required to be delivered. "Business Day" has the meaning set forth in the Origination Trust Agreement. "Calculation Date" means, with respect to any Collection Period, the fifteenth calendar day of the immediately succeeding Collection Period, or if such day is not a Business Day, the Business Day immediately preceding such calendar day. "Capital Contribution" has the meaning set forth in the Origination Trust Agreement. "Capitalized Cost Reduction" has the meaning set forth in the Origination Trust Agreement. "Certificate of Title" has the meaning set forth in the Origination Trust Agreement. "Claim" has the meaning set forth in the Origination Trust Agreement. "Collection Account" means with respect to (i) the UTI, the Collection Account established and maintained with respect to the UTI pursuant to the related UTI Supplement and (ii) a SUBI, the Collection Account established and maintained with respect to a SUBI pursuant to the related SUBI Supplement. "Collection Account Balance" means, with respect to each Collection Account, as of any date, the balance on deposit in such Collection Account as of the close of business on the immediately preceding date. "Collection Period" means, except as otherwise provided in the Servicing Supplement relating to a Sub-Trust, each calendar month. "Collections" means, with respect to any Collection Period and Sub-Trust, all collections received on or with respect to the related Leases and Leased Vehicles in respect of such Collection Period, including the following: (i) Monthly Payments (including Payments Ahead when received), Payoffs, Administrative Charges and any other payments under the Leases; (ii) Net Auction Proceeds; (iii) Net Liquidation Proceeds not included in Net Auction Proceeds; (iv) any Net Insurance Proceeds; and (iv) any proceeds of Dealer Recourse. "Consolidated Tax Filings" means periodic sales and use tax, income or franchise tax or property (real or personal) tax reports for the Origination Trust and the Trustee prepared for Nissan North America, Inc. or NMAC and their respective Affiliates on a consolidated basis. "Contingent and Excess Liability Insurance Policy" means the policy numbered ACV70334G-0, issued to the Servicer and the Trustee, on behalf of the Origination Trust, by Yasuda Fire and Marine of America, plus all contingent, excess or umbrella policies from time to time issued with the Trustee or the Origination Trust named as an additional insured or loss payee, in each case to the extent applicable to any Lease or Leased Vehicle and, in each case, all replacement or successor policies. A-2 "Co-Trustee" means any Person appointed to serve as a co-trustee or a separate trustee or nominee holder of legal title of all or any part of a Trust Asset pursuant to Section 5.11(a) of the Origination Trust Agreement. "Credit and Collection Policy" means the credit and collection policy related to the Leases and Leased Vehicles maintained by the Servicer on behalf of the Origination Trust pursuant to Section 2.01(b). "Dealer" has the meaning set forth in the Origination Trust Agreement. "Dealer Agreement" has the meaning set forth in the Origination Trust Agreement. "Dealer Recourse" means, with respect to any Lease, all rights arising under the related Dealer Agreement or otherwise against the Dealer which originated such Lease. "Delaware Trustee" has the meaning set forth in the recitals. "Deposit Date" means, with respect to a Collection Period, the Business Day immediately preceding the related Payment Date. "Disposition Expenses" means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer. "Distribution Account" means such account as may be established pursuant to a Supplement, a Servicing Supplement or related Securitized Financing Documents into which distributions to holders of Securities are required to be deposited. "Dollar" and the sign "$" mean lawful money of the United States of America. "Eligible Lease" has the meaning set forth in the Origination Trust Agreement. "Filings" has the meaning set forth in Section 2.12(b). "Filings Power of Attorney" means a power of attorney granted by the Trustee on behalf of the Origination Trust to the Servicer pursuant to Section 2.12(b), substantially in the form of Exhibit C. "Force Majeure Event" means an act beyond the reasonable control of the Servicer, including acts of God, war, vandalism or sabotage, rioting, accidents, fires, floods, earthquakes, hurricanes, strikes, labor disputes, mechanical breakdowns, shortages or delays in obtaining suitable parts, equipment, material, labor or transportation, acts of subcontractors, interruption of utility services, acts of any unit of government or any governmental agency or any event similar to the foregoing. "Grantor" has the meaning set forth in the recitals. "Gross Capitalized Cost" has the meaning set forth in the Origination Trust Agreement. A-3 "Holder" has the meaning set forth in the Origination Trust Agreement. "Independent" when used with respect to any Accountant, means such an Accountant, who may also be the Accountant who audits a Beneficiary, NMAC, the Servicer or any of their respective Affiliates, who is Independent with respect to such entity as contemplated by Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. "Insurance Expenses" means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the customary servicing procedures of the Servicer or (iii) representing other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under this Agreement or any Servicing Supplement. "Insurance Policy" has the meaning set forth in the Origination Trust Agreement. "Insurance Proceeds" has the meaning set forth in the Origination Trust Agreement. "Lease" has the meaning set forth in the Origination Trust Agreement. "Lease Book Balance" means, with respect to any Lease as of any day, the Adjusted Capitalized Cost of such Lease minus accumulated depreciation of the related Leased Vehicle. "Lease Documents" means, with respect to each Lease, (i) the original, fully executed Lease, (ii) the Agreement to Provide Insurance and any other documentation of the Lessee's insurance coverage customarily maintained by the Servicer, (iii) a copy of the application or application information of the related Lessee, together with supporting information customarily maintained by the Servicer which may include factory invoices related to new vehicles, credit scoring information or Dealer purchase documentation and odometer statements required by applicable law, (iv) the original Certificate of Title (or a copy of the application therefor if the Certificate of Title has not yet been delivered by the applicable Registrar of Titles) or such other documents, if any, that the Servicer keeps on file in accordance with its customary practices indicating that title to the related Leased Vehicle is in the name of the Origination Trust (or such other name as directed by the Servicer pursuant to Section 2.04(a)) and noting thereon any Administrative Lien, if required, and (v) any and all other documents that the Servicer keeps on file in accordance with its customary practices related to such Lease or the related Leased Vehicle or Lessee, including any written agreements modifying such Lease (including any extension agreements). "Leased Vehicle" has the meaning set forth in the Origination Trust Agreement. "Leased Vehicle Power of Attorney" means a power of attorney granted by the Trustee (or a Co-Trustee) on behalf of the Origination Trust to the Servicer pursuant to Section 2.11(b), substantially in the form of Exhibit B. "Lessee" has the meaning set forth in the Origination Trust Agreement. "Lessor" has the meaning set forth in the Origination Trust Agreement. A-4 "Liability" has the meaning set forth in the Origination Trust Agreement. "Liquidated Lease" means a Lease (i) which is terminated by the Servicer prior to its Maturity Date following a default thereunder or (ii) with respect to which the related Lessee is no longer obligated to make Monthly Payments. "Liquidated Vehicle" means the Leased Vehicle related to a Liquidated Lease. "Liquidation Expenses" means reasonable out-of-pocket expenses incurred by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Liquidated Lease, including expenses of any collection effort (whether or not resulting in a lawsuit against the Lessee under such Lease) or other expenses incurred prior to repossession, recovery or return of the Liquidated Vehicle, expenses incurred in connection with the sale or other disposition of a Liquidated Vehicle that has been repossessed or recovered or has reached its Maturity Date, expenses incurred in connection with making claims under any related Insurance Policy and expenses incurred in connection with making claims for any Liquidation Expenses. "Liquidation Proceeds" means all amounts received by the Servicer with respect to a Liquidated Lease and the related Liquidated Vehicle in connection with the attempted realization of the full amounts due or to become due under the Lease, including Net Auction Proceeds related to such Liquidated Vehicle, but excluding Insurance Proceeds. "Loss" has the meaning set forth in the Origination Trust Agreement. "Matured Vehicle" as of any date means any Leased Vehicle the related Lease of which has reached its Maturity Date or has been terminated by the related Lessee prior to the Maturity Date (and the Lessee is not in default under such Lease), which Leased Vehicle has been returned to the Servicer on behalf of the Origination Trust. "Matured Vehicle Inventory" means, as of any date, all Matured Vehicles that have not yet been sold or otherwise disposed of by the Servicer pursuant to this Agreement and the related Servicing Supplement. "Maturity Date" has the meaning set forth in the Origination Trust Agreement. "Monthly Payment" has the meaning set forth in the Origination Trust Agreement. "Net Auction Proceeds" means Auction Proceeds net of related Disposition Expenses. "Net Insurance Proceeds" means Insurance Proceeds net of related Insurance Expenses. "Net Liquidation Proceeds" means Liquidation Proceeds net of related Liquidation Expenses. "NILT Trust" has the meaning set forth in the preamble. A-5 "NMAC" means Nissan Motor Acceptance Corporation, a California corporation, and its successors. "NMAC's Portfolio" means, as of any date, all new or used Nissan or Infiniti automobiles, sport utility vehicles, minivans or light-duty trucks leased to lessees under lease contracts that are serviced by NMAC for itself or others, whether or not such lease contracts have been assigned to the Origination Trust. "Officer's Certificate" has the meaning set forth in the Origination Trust Agreement. "Origination Trust" has the meaning set forth in the preamble. "Origination Trust Agreement" has the meaning set forth in the recitals. "Payment Ahead" has the meaning set forth in the Origination Trust Agreement. "Payment Date" means, except as otherwise set forth in a Servicing Supplement, the twentieth day of each month, or, if such day is not a Business Day, the immediately succeeding Business Day, commencing with the first Payment Date specified in the related Servicing Supplement. "Payment Information" has the meaning set forth in Section 2.07(c)(i). "Payoff" means amounts paid to the Servicer to purchase a Leased Vehicle. "Person" has the meaning set forth in the Origination Trust Agreement. "Principal Service Facility" means the principal servicing facility of the Servicer, located, as of the date hereof, at 2901 Kinwest Parkway, Irving, Texas 75063-5809 (P.O. Box 660366, Dallas, Texas 75266-0368) or such other address as specified by the Servicer in writing to the other parties hereto. "Proceeding" has the meaning set forth in the Origination Trust Agreement. "Registered Pledgee" has the meaning set forth in the Origination Trust Agreement. "Registrar of Titles" has the meaning set forth in the Origination Trust Agreement. "Reimbursable Expense" means an amount advanced by the Servicer to pay the allocable share of the Sub-Trust's (i) costs or expenses associated with a Proceeding pursuant to Section 2.01(d) or 5.02(b) hereof or (ii) fees or expenses of the Trustee and any Co-Trustees pursuant to Section 5.13 of the Origination Trust Agreement. "Related Beneficiary" has the meaning set forth in the Origination Trust Agreement. "Related Trust Assets" has the meaning set forth in the Origination Trust Agreement. A-6 "Repurchase Amount" means, with respect to any (i) UTI Lease to be repurchased by the Servicer pursuant to Section 2.06(b) or 2.06(c), the Lease Book Balance of such Lease as of the end of the Collection Period preceding the Collection Period in which (a) the cure period ended with respect to Section 2.06(b) or (b) the Servicer discovers or receives notice of such change with respect to Section 2.06(c) and (ii) SUBI Lease to be repurchased by the Servicer pursuant to Section 2.06(b) or 2.06(c), the purchase price as set forth in the related SUBI Servicing Supplement. "Required Collection Account Balance" means, except as otherwise required by the related Servicing Supplement, with respect to each Collection Account as of the last day of a Collection Period, an amount equal to the related Sub-Trust's share of all accrued but unpaid Reimbursable Expenses and Trust Expenses as of such date. "Required Related Holders" means, with respect to (i) the UTI, the Holders of UTI Certificates representing beneficial ownership of 51% of the UTI (excluding any UTI Certificates held by the UTI Beneficiary, but only if any are not held by the UTI Beneficiary, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates) and (ii) any SUBI, the Holders of SUBI Certificates representing 51% of the related ownership interest in the SUBI (excluding any SUBI Certificates held by the UTI Beneficiary, the Related Beneficiary, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates). "Residual Value" has the meaning set forth in the Origination Trust Agreement. "Responsible Officer" has the meaning set forth in the Origination Trust Agreement. "Restricted Jurisdiction" means, with respect to (i) the UTI, any jurisdiction in which the Origination Trust is not qualified and licensed to do business and (ii) a SUBI, any jurisdiction in which the Origination Trust is not qualified and licensed to do business and such other jurisdictions as may be specified in the related SUBI Servicing Supplement. "Schedule of Leases and Leased Vehicles" has the meaning set forth in the Origination Trust Agreement. "Securitized Financing" has the meaning set forth in the Origination Trust Agreement. "Securitized Financing Documents" has the meaning set forth in the Origination Trust Agreement. "Security" has the meaning set forth in the Origination Trust Agreement. "Security Deposit" has the meaning set forth in the Origination Trust Agreement. "Servicer Default" has the meaning set forth in Section 4.01. "Servicer" means NMAC, in its capacity as servicer under this Agreement, and each Person succeeding to the duties of the Servicer hereunder pursuant to Section 4.01(f) or 5.03(b). A-7 "Servicing Fee" means the fee payable on each Payment Date equal to, with respect to each Collection Period, with respect to (i) the UTI, one-twelfth of the product of (A) 1.00% and (B) the Lease Book Balance of the UTI Leases as of the first day of such Collection Period and (ii) a SUBI, the amount described in the related SUBI Servicing Supplement. "Servicing Supplement" means either a UTI Servicing Supplement or a SUBI Servicing Supplement, as the context may require. "Settlement Statement" has the meaning set forth in the related Servicing Supplement. "State" has the meaning set forth in the Origination Trust Agreement. "Sub-Trust" has the meaning set forth in the Origination Trust Agreement. "SUBI" has the meaning set forth in the recitals. "SUBI Collections" shall have the meaning set forth in the related Servicing Supplement. "SUBI Lease Account" has the meaning set forth in the Origination Trust Agreement. "SUBI Servicing Supplement" has the meaning set forth in the Origination Trust Agreement. "SUBI Supplement" has the meaning set forth in the Origination Trust Agreement. "SUBI Vehicle" means a Leased Vehicle allocated to a SUBI. "Successor Servicer" means an entity that accepts an appointment by the Trustee or a court to serve as successor Servicer hereunder pursuant to Section 4.01(f), or, if no such entity accepts an appointment by the effective date of a Servicer's termination hereunder, the Trust Agent until such time as a Successor Servicer accepts an appointment hereunder. "Supplement" has the meaning set forth in the Origination Trust Agreement. "Tax" has the meaning set forth in the Origination Trust Agreement. "Trust Agent" has the meaning set forth in the recitals. "Trust Asset Transfer" has the meaning set forth in the Origination Trust Agreement. "Trust Assets" has the meaning set forth in the Origination Trust Agreement. "Trust Document" has the meaning set forth in the Origination Trust Agreement. "Trust Maintenance Fees" means fees of the Trustee and of the Delaware Trustee and any other co-trustees appointed by the Trustee allocable to the UTI. "Trust Office" has the meaning set forth in the Origination Trust Agreement. A-8 "Trustee" has the meaning set forth in the recitals. "UCC" means the Uniform Commercial Code in effect in the applicable jurisdiction. "UTI" has the meaning set forth in the Origination Trust Agreement. "UTI Assets" has the meaning set forth in the recitals. "UTI Beneficiary" has the meaning set forth in the preamble. "UTI Collections" means, with respect to any Collection Period, all funds collected or received by the Servicer in respect of the UTI Assets during such Collection Period. "UTI Holder" means a Holder of a UTI Certificate. "UTI Servicing Supplement" has the meaning set forth in the Origination Trust Agreement. "UTI Supplement" has the meaning set forth in the Origination Trust Agreement. "UTI Vehicle" means a Leased Vehicle allocated to the UTI. "Vehicle Representation Date" means, with respect to the Servicer's representations and warranties in Section 2.06(a), with respect to (i) the UTI, the Assignment Date of each related Lease and (ii) a SUBI, the "Vehicle Representation Date" as defined in the related SUBI Servicing Supplement. A-9 EXHIBIT B LEASED VEHICLE POWER OF ATTORNEY PURSUANT TO SECTION 2.11(b) OF THE SERVICING AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that NILT, Inc., a Delaware corporation (the "Grantor") located at One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601, as trustee, of Nissan-Infiniti LT, a Delaware business trust (the "Trust"), does hereby appoint Nissan Motor Acceptance Corporation, a California corporation located at 990 West 190th Street, Torrance, California 90502 (the "Grantee"), as its attorney-in-fact with full power of substitution and hereby authorizes and empowers the Grantee, in the name of and on behalf of the Grantor or the Trust, to take the following actions from time to time with respect to the motor vehicles referred to as "Leased Vehicles" in each Servicing Agreement, dated as of March 1, 1999 (the "Servicing Agreement"), among the Trust, NILT Trust, a Delaware business trust ("NILT Trust"), as UTI Beneficiary, and the Grantee, such Leased Vehicles being more particularly described in the currently effective "Schedule of Leases and Leased Vehicles", as defined in the Servicing Agreement (such motor vehicles, the "Leased Vehicles"), a copy of which "Schedule of Leases and Leased Vehicles" is maintained by the Grantee and is incorporated herein by this reference as though fully set forth herein, for the purpose of enabling the Grantee in the name of the Grantor or the Trust to transfer, liquidate or dispose of the Leased Vehicles, upon such terms and conditions as the Grantee deems advisable, namely to: (a) sign the Grantor's or the Trust's name to any bills of sale, certificates of title, assignments of title, transfers of title or registration, applications for title or registration, application for transfer of title or registration, notices of sale, odometer statements or similar forms with respect to the repossession, repair, recovery, sale or other disposition of any of the Leased Vehicles; and (b) execute and deliver any and all instruments and take any and all further action in the name of or on behalf of the Grantor or the Trust as may be required or deemed desirable to accomplish any and all of the foregoing and carry out the purposes of this Power of Attorney. The Grantee is hereby empowered to do any and all lawful acts necessary or desirable to effect the repair or transfer of the Leased Vehicles and the Grantor hereby ratifies and confirms any and all lawful acts that the Grantee shall undertake pursuant to and in conformity with this Power of Attorney. This Power of Attorney is revocable in whole or in part as to the powers herein granted with respect to the Leased Vehicles related to one or more Sub-Trusts upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire, completely or, if so indicated, in part, upon the earlier of (i) the termination of that certain amended and restated trust and servicing agreement, dated as of August 26, 1998 (the "Origination Trust Agreement"), among NILT Trust, as UTI Beneficiary, Grantee, as Servicer, Grantor, as trustee, Wilmington Trust Company, as Delaware trustee, and for certain limited purposes set forth therein, U.S. Bank B-1 National Association, a national banking association, as trust agent, and (ii) the termination of the Servicing Agreement (completely or with respect to the Servicer's servicing obligations relating to one or more Sub-Trusts), as each may be amended, restated or supplemented from time to time. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Origination Trust Agreement or the Servicing Agreement, as the case may be. This Power of Attorney shall be created under and governed and construed under the internal laws of the State of California. The Grantor executes this Power of Attorney with the intent to be legally bound hereby, and with the intent that such execution shall have the full dignity afforded by the accompanying witnessing and notarization and all lesser dignity resulting from the absence of such witnessing and notarization or any combination thereof. Dated as of the first day of March, 1999. NILT, INC., as Trustee of Nissan-Infiniti LT By: ________________________________________ Name: Title: B-2 EXHIBIT C FILINGS POWER OF ATTORNEY PURSUANT TO SECTION 2.12(b) OF THE SERVICING AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that NILT, Inc., a Delaware corporation (the "Grantor") located at One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601, as trustee, of Nissan-Infiniti LT, a Delaware business trust (the "Trust"), does hereby appoint Nissan Motor Acceptance Corporation, a California corporation, located at 990 West 190th Street, Torrance, California 90502 (the "Grantee"), as its attorney-in-fact, with full power of substitution and hereby authorizes and empowers the Grantee, in the name of and on behalf of the Grantor or the Trust, to take the following actions from time to time with respect to certain filings referred to in each Servicing Agreement, dated as of March 1, 1999 (the "Servicing Agreement"), among the Trust, NILT Trust, a Delaware business trust, and the Grantee, for the purposes of enabling the Grantee in the name of the Grantor or the Trust to: (a) sign the Grantor's or the Trust's name to any (i) periodic sales and use tax, income or franchise tax or property (real or personal) tax reports, (ii) periodic renewals of licenses and permits, (iii) periodic renewals of qualification to act as a trust or a business trust or (iv) other periodic governmental filings, registrations, returns or approvals (collectively, "Filings") arising with respect to or required of the Grantor or the Trust; and (b) identify any surety bonds or other ancillary undertakings required of the Grantor or the Trust in respect of any Filing, execute and deliver any and all instruments and take any and all further action in the name of and on behalf of the Grantor or the Trust as may be required or deemed desirable to accomplish any and all of the foregoing and carry out the purposes of this Power of Attorney. The Grantee is hereby empowered to do any and all lawful acts necessary or desirable to effect such Filings and the payment of such fees, costs and taxes as necessary to complete these actions and the Grantor hereby ratifies and confirms any and all lawful acts that the Grantee shall do pursuant to and in conformity with this Power of Attorney. This Power of Attorney is revocable in whole or in part as to the powers herein granted with respect to the Filings related to one or more Sub-Trusts (as defined in the Origination Trust Agreement described below) upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire, completely or, if so indicated, in part, upon the earlier of (i) the termination of that certain amended and restated trust and servicing agreement, dated as of August 26, 1998 (the "Origination Trust Agreement") among NILT Trust, as UTI Beneficiary, the Grantee, as Servicer, the Grantor, as trustee, Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, and for certain limited purposes only, U.S. Bank National Association, a national banking association, as trust agent, and (ii) the termination of the Servicing Agreement (completely or with respect to the Servicer's servicing obligations relating to one or more Sub-Trusts), as each may be amended, restated or supplemented from time to time. Capitalized terms C-1 used herein that are not otherwise defined shall have the meanings ascribed thereto in the Origination Trust Agreement. This Power of Attorney shall be created under and governed and construed under the internal laws of the State of California. The Grantor executes this Power of Attorney with the intent to be legally bound hereby, and with the intent that such execution shall have the full dignity afforded by the accompanying witnessing and notarization and all lesser dignity resulting from the absence of such witnessing and notarization or any combination thereof. Dated as of the first day of March, 1999. NILT, INC., as Trustee of Nissan-Infiniti LT By: ________________________________________ Name: Title: C-2 EX-10.5 9 a01146exv10w5.txt FIRST AMENDMENT TO SERVICING AGREEMENT EXHIBIT 10.5 - -------------------------------------------------------------------------------- NISSAN-INFINITI LT, as Origination Trust, NILT TRUST, as UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Registered Pledgee and Servicer ---------------------------- FIRST AMENDMENT TO SERVICING AGREEMENT Dated as of January 3, 2001 ---------------------------- - -------------------------------------------------------------------------------- FIRST AMENDMENT TO SERVICING AGREEMENT This First Amendment to Servicing Agreement (this "Amendment") is dated as of January 3, 2001 and entered into by and among Nissan-Infiniti LT, a Delaware business trust (the "Origination Trust"), NILT Trust, a Delaware business trust ("NILT Trust"), as initial beneficiary of the Origination Trust (the "UTI Beneficiary"), and Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as registered pledgee of the UTI Certificate (in such capacity, the "Registered Pledgee") and as servicer (in such capacity, the "Servicer"), and is made with reference to that certain Servicing Agreement, dated as of March 1, 1999 (the "Servicing Agreement") by and among the Origination Trust, NILT Trust and NMAC. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Servicing Agreement or the Amended and Restated Trust and Servicing Agreement, dated as of August 26,1998 (the "Origination Trust Agreement"), by and among NILT Trust, as UTI Beneficiary, NMAC, as Servicer, NILT, Inc., a Delaware corporation, as trustee, Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, and U.S. Bank National Association, a national banking association, as trust agent. RECITALS WHEREAS, the parties hereto wish to amend and clarify the provisions of the Servicing Agreement with respect to the treatment and disposition of Liquidated Vehicles to allow NMAC to implement its like-kind exchange program; WHEREAS, pursuant to Section 6.02(b) of the Servicing Agreement, the Servicing Agreement may be amended by the parties thereto without the consent of any Holder or other Beneficiary provided that an Opinion of Counsel is delivered to the Trustee to the effect that such amendment shall not materially and adversely affect the interest of any Holder; and WHEREAS, an Opinion of Counsel has been delivered to the Trustee as provided by Section 6.02(b) of the Servicing Agreement. NOW, THEREFORE, in consideration of the amendments, agreements, and other provisions 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 ONE AMENDMENT OF THE SERVICING AGREEMENT SECTION 1.01. Amendment of Section 2.01. Section 2.01(a) is hereby amended by renumbering subparagraph "(viii)" to read "(ix)," striking the final occurrence of the word "and" in subparagraph (vii), and adding the following new subparagraph (viii) after subparagraph (vii), reading in its entirety as follows: 1 "(viii) implementing the LKE Program, including: (A) reallocating Liquidated Vehicles from the relevant SUBI to the UTI on the books and records of the Origination Trust, (B) directing the Trustee and/or UTI Beneficiary to transfer amounts from the UTI to the relevant SUBI in connection with such reallocation of Liquidated Vehicles, (C) causing the assignment of the Net Liquidation Proceeds to the QI and directing the actions of the QI, the Trustee and the Origination Trust in connection with obtaining Replacement Vehicles and exchanging Replacement Vehicles for Liquidated Vehicles, (D) assigning and allocating Replacement Vehicles to the UTI, and (E) taking such other actions as shall be necessary or advisable in connection with implementing the LKE Program; and SECTION 1.02. Amendment of Section 2.05. Section 2.05 is hereby amended by deleting paragraph (b) in its entirety and substituting in lieu thereof a new paragraph (b), reading in its entirety as follows: "(b) Except as otherwise prohibited in the applicable Supplement or Servicing Supplement, the UTI Beneficiary shall make Capital Contributions or loans to the Origination Trust in the amounts required to pay the relevant Dealers the purchase price for Leases and Leased Vehicles that NMAC has caused such Dealers to assign to the Origination Trust from time to time pursuant to the Assignment Agreement and the related Dealer Agreements; provided, however, that, with respect to the purchase of Replacement Vehicles pursuant to the LKE Program, (i) the amount of such Capital Contributions or loans will be reduced by the amount received by the QI pursuant to Section 2.11 hereof, and (ii) under the instruction and with the assistance of NMAC, the QI will use such amounts to pay the relevant Dealers the purchase price for the Replacement Vehicles that NMAC has caused the Dealers to assign to the Origination Trust as described in this Section 2.05. Such Capital Contributions may be funded by a loan made by NMAC to the UTI Beneficiary secured by a pledge of the UTI Certificate or by other means. Except in connection with the purchase of Replacement Vehicles pursuant to the LKE Program, in lieu of paying Capital Contributions or making loans to the Origination Trust and having the Origination Trust pay the Dealers, the UTI Beneficiary may, on behalf of the Origination Trust, pay or cause to be paid the amounts of such Capital Contributions or loans directly to the Dealers to whom payment is due. For the purpose of purchasing Replacement Vehicles pursuant to the LKE Program, in lieu of paying the Capital Contribution or loans to the Origination Trust and having the Origination Trust transfer such amounts to the QI, the UTI Beneficiary, on behalf of the Origination Trust, may transfer or cause to be transferred the amount of such Capital Contributions or loans directly to the QI." SECTION 1.03. Amendment of Section 2.07(c). Section 2.07 is hereby amended by adding at the end to paragraph (c) a new subparagraph (v), reading in its entirety as follows: "(v) In connection the LKE Program, if the Servicer has reallocated any Liquidated Vehicles from the relevant SUBI to the UTI, by the later of the close of business on (A) the second Business Day after receipt or (B) the day on which all related Payment Information is received by the Servicer, the Servicer shall, except as otherwise provided in 2 a related Servicing Supplement, cause the Origination Trust to assign the related Net Liquidation Proceeds or related Net Auction Proceeds from the UTI to the QI to permit the QI to purchase a Replacement Vehicle." SECTION 1.04. Amendment of Section 2.07. Section 2.07 further is hereby amended by adding a new paragraph (g) following paragraph (f), reading in its entirety as follows: "(g) In connection with the LKE Program, the Servicer may, from time to time, in accordance with the Origination Trust Agreement or an applicable Supplement or Servicing Supplement (including any provision governing the payment of advances by the Servicer), (i) identify and reallocate or cause to be identified and reallocated certain Liquidated Vehicles from the related SUBI to the UTI on the books and records of the Origination Trust, and (ii) subject to Section 2.11, transfer or cause to be transferred from the UTI to the relevant SUBI Collection Account an amount equal to the Net Liquidation Proceeds or Net Auction Proceeds of such Liquidated Vehicles as payment for such reallocation." SECTION 1.05. Amendment of Section 2.11. Section 2.11 is hereby amended by adding a new paragraph (c) following paragraph (b), reading in its entirety as follows: "(c) In connection with the LKE Program, the Servicer shall direct or cause to occur all necessary action under such program, including: (i) On the same day as and immediately prior to the sale of any Liquidated Vehicle, the Servicer shall reallocate the interest in the Liquidated Vehicle and related Lease from the relevant SUBI to the UTI. At the time of such reallocation, the Origination Trust will be deemed to have certified that it has sufficient cash available to acquire such Liquidated Vehicle. If the Origination Trust does not have sufficient cash available to acquire such Liquidated Vehicle, the Servicer shall not reallocate such Liquidated Vehicle and the related Lease from the relevant SUBI to the UTI. Immediately upon the reallocation of such Liquidated Vehicle and related Lease, the Servicer shall direct the Origination Trust to transfer the Liquidated Vehicle to the QI pursuant to the LKE Program. (ii) Within two Business Days after the sale of any Liquidated Vehicle reallocated to the UTI pursuant to Section 2.11(c)(i), the Servicer shall determine the amount of the Net Liquidation Proceeds or Net Auction Proceeds and cause, on behalf of the Origination Trust, such amounts to be transferred from the UTI to the relevant SUBI as payment for the reallocation of such Liquidated Vehicle to the UTI. The Servicer shall cause such amounts that are transferred from the UTI to the relevant SUBI Collection Account in connection with such reallocation to be identifiable on the books and records of the UTI and the SUBI effective as of the date of the sale of the related Liquidated Vehicle. 3 (iii) The Servicer shall use the same commercially reasonable efforts to sell or otherwise dispose of Liquidated Vehicles under the LKE Program as required by Sections 2.11(a) and 2.11(b) hereof. (iv) Upon the disposition of a Liquidated Vehicle and the collection of the proceeds of such disposition by the QI, NMAC shall direct the QI to use such proceeds, together with any additional amounts received from the Origination Trust or NILT Trust, on behalf of the Origination Trust, to acquire a Replacement Vehicle for each such Liquidated Vehicle. Upon the purchase of such Replacement Vehicle by the QI, the Servicer shall cause such Replacement Vehicle to be titled in accordance with Section 2.04 hereof. (v) If a reallocated Liquidated Vehicle is sold to NMAC or to an Affiliate of NMAC (including the reallocation of the Liquidated Vehicle from a SUBI to the UTI) in connection with the LKE Program, (A) NMAC or such Affiliate, as the case may be, shall be deemed to have represented and warranted that (i) the sale price to be paid in respect of such vehicle represents the equivalent amount that NMAC, as Servicer, would obtain from a third-party purchaser in respect of such vehicle (unless the Contract Residual is paid for such vehicle, in which case, the amount that would have been paid by a third-party purchaser shall be deemed to be the Contract Residual), and (ii) the costs and expenses of the Servicer to be netted against such proceeds are no greater than had such vehicle been sold directly to a third-party purchaser, and (B) the Origination Trust shall be deemed to have represented and warranted that it has identified sufficient cash to be transferred to the relevant SUBI in connection with the reallocation of the Liquidated Vehicle from the relevant SUBI to the UTI." SECTION 1.06. Amendment of Article Six. Article Six is hereby amended by adding at the end thereof a new Section 6.15, reading in its entirety as follows: "Section 6.15. Termination of LKE Program. If NMAC is terminated as Servicer for any reason under this Agreement, the reallocation of Liquidated Vehicles under the LKE Program shall terminate immediately." SECTION 1.07. Amendment of Exhibit A. Exhibit A is hereby amended by adding the following definitions to Exhibit A (Definitions) of the Servicing Agreement in appropriate alphabetical order: "`Contract Residual' means, with respect to any Lease, the expected value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with its customary practices for the purpose of determining Monthly Payment. `LKE Program' means the like-kind exchange program pursuant to which recognition of taxable gain is deferred by exchanging Liquidated Vehicles for Replacement 4 Vehicles pursuant to Section 1031 of the Internal Revenue Code, as amended, or any statute or regulation of similar effect. `QI' means the qualified intermediary engaged by NMAC, Nissan Infiniti Services, Co. and its successors pursuant to the LKE Program. `Replacement Vehicle' means a Leased Vehicle purchased by the QI to exchange for a related Liquidated Vehicle, pursuant to Section 1031 of the Internal Revenue Code, as amended, or any statute or regulation of similar effect." ARTICLE TWO MISCELLANEOUS SECTION 2.01. Reference to and Effect on the Servicing Agreement. (a) On or after the date hereof, each reference in the Servicing Agreement to the "Servicing Agreement," "this Agreement," "hereunder," "hereof," "herein," or words of similar import referring the Servicing Agreement shall mean and be a reference to the Servicing Agreement as amended by this Amendment. (b) Except as specifically amended by this Amendment, the Servicing Agreement shall remain in full force and effect and is hereby ratified and confirmed. SECTION 2.02. Governing Law. This Amendment shall be created under and governed by and construed in under the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws. SECTION 2.03. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. [Remainder of the page intentionally left blank.] 5 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first above written. NISSAN-INFINITI LT By: NILT, INC., as Trustee of Nissan-Infiniti LT By: /s/ Patricia M. Child ---------------------------------------- Name: Patricia M. Child Title: President S-1 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first above written. NILT TRUST, as UTI Beneficiary By: U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Patricia M. Child ---------------------------------------- Name: Patricia M. Child Title: Vice President S-2 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed by its authorized officer as of the date first above written. NISSAN MOTOR ACCEPTANCE CORPORATION, as Registered Pledgee and Servicer By: /s/ Katsumi Ishii ---------------------------------------- Name: Katsumi Ishii Title: President S-3 EX-10.6 10 a01146exv10w6.txt FORM OF 2004-A SERVICING SUPPLEMENT Exhibit 10.6 - -------------------------------------------------------------------------------- NISSAN-INFINITI LT, as Titling Trust, NILT TRUST, as UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, ------------------------------ 2004-A SERVICING SUPPLEMENT Dated as of _________, 2004 ------------------------------ - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Page ---- ARTICLE SEVEN DEFINITIONS Section 7.01. Definitions....................................................................... 1 Section 7.02. Interpretative Provisions......................................................... 2 ARTICLE EIGHT SERVICING OF THE 2004-A LEASES AND 2004-A VEHICLES Section 8.01. Identification of 2004-A Leases and 2004-A Vehicles; Securitization Value......... 2 Section 8.02. Reallocation and Repurchase of 2004-A Leases and 2004-A Vehicles; Purchase of Matured Vehicles...................................................... 2 Section 8.03. Collections and Payment Date Advance Reimbursement................................ 4 Section 8.04. Net Deposits...................................................................... 5 Section 8.05. Servicing Compensation............................................................ 6 Section 8.06. Advances.......................................................................... 6 Section 8.07. Third Party Claims................................................................ 6 Section 8.08. Contingent and Excess Liability Insurance Policy.................................. 7 Section 8.09. Reporting by the Servicer; Delivery of Certain Documentation...................... 7 Section 8.10. Accountants' Reports.............................................................. 7 Section 8.11. Annual Officer's Certificates..................................................... 8 Section 8.12. Servicer Defaults; Termination of Servicer........................................ 8 Section 8.13. Servicer Representations and Warranties........................................... 11 ARTICLE NINE MISCELLANEOUS Section 9.01. Termination of Servicing Supplement............................................... 11 Section 9.02. Governing Law..................................................................... 11 Section 9.03. Amendment......................................................................... 12 Section 9.04. Relationship of this 2004-A Servicing Supplement to Other Trust Documents......... 12 Section 9.05. Binding Effect.................................................................... 12 Section 9.06. Table of Contents and Headings.................................................... 13 Section 9.07. Counterparts...................................................................... 13 Section 9.08. Further Assurances................................................................ 13 Section 9.09. Third-Party Beneficiaries......................................................... 13 Section 9.10. No Waiver; Cumulative Remedies.................................................... 13 Section 9.11. No Petition....................................................................... 13
i TABLE OF CONTENTS (continued)
Page ---- EXHIBITS Exhibit A - Schedule of 2004-A Leases and 2004-A Vehicles........................................... A-1 Exhibit B - Form of Settlement Statement............................................................ B-1
ii 2004-A SERVICING SUPPLEMENT This 2004-A Servicing Supplement, dated as of _________, 2004 (the "2004-A Servicing Supplement"), is among Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the "Grantor" and the "UTI Beneficiary," respectively), and Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer (the "Servicer"). RECITALS A. The Grantor and UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling Trust (the "Trustee"), Wilmington Trust Company, as Delaware trustee, and U.S. Bank National Association ("U.S. Bank"), as trust agent, have entered into the 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"); B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999 (the "Basic Servicing Agreement" and, as supplemented hereby, the "Servicing Agreement"), which provides for certain servicing obligations with respect to the Trust Assets; and C. The parties acknowledge that in connection with the execution of the 2004-A SUBI Supplement to the Titling Trust Agreement, dated as of _________, 2004 (the "2004-A SUBI Supplement", and together with the Titling Trust Agreement, the "SUBI Trust Agreement"), pursuant to which a special unit of beneficial interest in the Titling Trust (the "2004-A SUBI") will be created, it is necessary and desirable to enter into a supplemental agreement to the Basic Servicing Agreement providing for specific servicing obligations in connection with the Trust Assets allocable to the 2004-A SUBI. 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 SEVEN DEFINITIONS Section 7.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among Nissan Auto Lease Trust 2004-A, as issuer (the "Issuer"), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., as Trustee, Wilmington Trust Company, as owner trustee and Delaware trustee (in such capacity, the "Owner Trustee" Servicing Supplement and the "Delaware Trustee," respectively) and U.S. Bank, as trust agent and indenture trustee (in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively). Section 7.02 Interpretative Provisions. For all purposes of this 2004-A Servicing Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this 2004-A Servicing Supplement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this 2004-A Servicing Supplement include all Exhibits hereto, (iii) references to words such as "herein", "hereof", and the like shall refer to this 2004-A Servicing Supplement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as "Article Eight" or "Section 8.01" shall refer to the applicable Article or Section of this 2004-A Servicing Supplement, (v) the term "include" and all variations thereof shall mean "include without limitation", (vi) the term "or" shall include "and/or", (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC, (viii) in the computation of a period of time from a specified date to a later specified date, the word "from" shall mean "from and including" and the words "to" and "until" shall mean "to but excluding" and (ix) the phrase "Trustee on behalf of the Trust," or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust. Any reference in this 2004-A Servicing Supplement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this 2004-A Servicing Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 2004-A Servicing Supplement to a Person shall include the successor or assignee of such Person. ARTICLE EIGHT SERVICING OF THE 2004-A LEASES AND 2004-A VEHICLES Section 8.01 Identification of 2004-A Leases and 2004-A Vehicles; Securitization Value. The Servicer hereby identifies and allocates as 2004-A SUBI Assets the Leased Vehicles and the Leases relating to such Leased Vehicles more particularly described in the Schedule of 2004-A Leases and 2004-A Vehicles (respectively, the "2004-A Vehicles" and the "2004-A Leases"). The Servicer shall calculate the Securitization Value for each 2004-A Lease as of the Cutoff Date. Section 8.02 Reallocation and Repurchase of 2004-A Leases and 2004-A Vehicles; Purchase of Matured Vehicles. (a) (i) If the Servicer grants an extension with respect to any 2004-A Lease, the Servicer shall, on the related Deposit Date, (A) deposit or cause to be deposited into the 2004-A SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct the Trustee Servicing Supplement 2 to either reallocate such 2004-A Lease and the related 2004-A Vehicle from the 2004-A SUBI to the UTI or cause such 2004-A Lease and 2004-A Vehicle to be conveyed to the Servicer; and (ii) if a Lessee changes the domicile of or title to a 2004-A Vehicle and such change would be likely to result in the Titling Trust doing business in a Restricted Jurisdiction, the Titling Trust, or the Trustee on behalf of the Titling Trust, shall, as an obligation of the Titling Trust and at the direction of the Servicer, on the related Deposit Date, (A) deposit or cause to be deposited into the 2004-A SUBI Collection Account, from amounts held by the Titling Trust, an amount equal to the Repurchase Payment and (B) either reallocate such 2004-A Lease and the related 2004-A Vehicle from the 2004-A SUBI to the UTI or cause such 2004-A Lease and 2004-A Vehicle to be conveyed to the Servicer. (b) The Servicer hereby makes to the other parties hereto and the parties to the SUBI Trust Agreement the representations and warranties contained in Section 2.06(a) of the Basic Servicing Agreement as to each 2004-A Lease and 2004-A Vehicle as of the Vehicle Representation Date. The Servicer also hereby represents and warrants that (i) each 2004-A Lease is an 2004-A Eligible Lease, (ii) it used no adverse selection procedures in selecting any of the 2004-A Leases or any of the 2004-A Vehicles for allocation to the 2004-A SUBI and (iii) it is not aware of any bias in the selection of the 2004-A Leases that would cause delinquencies or losses on the 2004-A Leases to be worse than any other Leases held by the Titling Trust; provided, however, that the Servicer can make no assurance as to the actual delinquencies or losses on the 2004-A Leases or the 2004-A Vehicles. Upon discovery by the Trustee, the Servicer, the Owner Trustee, the Indenture Trustee or the Transferor that any representation or warranty in this Section 8.02(b) was incorrect as of the Cutoff Date in a manner that materially adversely affects the interest of the Trust in the related 2004-A Lease or 2004-A Vehicle, the entity discovering such incorrectness (if other than the Servicer) shall give prompt written notice to the Servicer. On or before the Deposit Date related to the Collection Period in which the Servicer discovers such incorrectness (whether pursuant to such notice or otherwise), the Servicer shall cure in all material respects the circumstance or condition with respect to which the representation or warranty was incorrect as of the Cutoff Date. If the Servicer is unable or unwilling to cure such circumstance or condition by such Deposit Date, the Servicer shall (i) deposit (or cause to be deposited) into the 2004-A SUBI Collection Account an amount equal to the Repurchase Payment, and (ii) direct the Trustee to either reallocate such 2004-A Lease and the related 2004-A Vehicle from the 2004-A SUBI to the UTI or cause such 2004-A Lease and 2004-A Vehicle to be conveyed to the Servicer. (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 2004-A SUBI to the UTI for purposes of implementing NMAC's like kind exchange program. In connection with such reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited into the 2004-A SUBI Collection Account the Reallocation Payments no later than two Business Days after such reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to retain the Reallocation Payments received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. Upon receipt of the Reallocation Payments, the 2004-A SUBI shall have no claim against or interest in such Matured or Defaulted Vehicle. Servicing Supplement 3 (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 2004-A Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the Securitization Value of such 2004-A Lease as of the date of expiration and (ii) a Sales Proceeds Advance has been made, (a) the purchase price will equal the amount of the Sales Proceeds Advance, (b) no additional amounts need be remitted by the Servicer, and (c) the Servicer shall be deemed to have been reimbursed for such Sales Proceeds Advance. (e) If any 2004-A Lease and the related 2004-A Vehicle are reallocated to the UTI, until such time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the Servicer shall indemnify, defend and hold harmless the Related Beneficiaries and the Trust from and against any and all loss or liability with respect to or resulting from such 2004-A Lease or 2004-A Vehicle (including the reasonable fees and expenses of counsel). Section 8.03. Collections and Payment Date Advance Reimbursement. (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 2004-A SUBI Certificate, from time to time, determine the respective amounts and recipients and: (i) during each Collection Period, in addition to the deposits required by Section 2.07 of the Basic Servicing Agreement, deposit into the 2004-A SUBI Collection Account all Repurchase Payments pursuant to Section 8.02(a) and Section 8.02(b), and any Reallocation Payments pursuant to Section 8.02(c); (ii) on, or prior to each Deposit Date, deposit into the 2004-A SUBI Collection Account all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of a Matured Vehicle at auction for which the Servicer was reimbursed during the related Collection Period pursuant to Section 8.06; (iii) on or prior to each Payment Date, deposit into the 2004-A SUBI Collection Account all Cap Payments and/or Cap Termination Payments; and (iv) on each Payment Date, pursuant to the related Payment Date Certificate, allocate Available Funds on deposit in the 2004-A SUBI Collection Account with respect to the related Collection Period and instruct the Trustee (acting through the Trust Agent) to make, no later than 11:00 a.m., New York City time, the following deposits and distributions in the following amounts and order of priority: (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in respect of 2004-A Vehicles that were sold during the related Collection Period (other than a sale to the Servicer pursuant to Section 8.02(d)(ii)), and (y) that have been outstanding as of the end of that Collection Period for at least 90 days and (2) Monthly Payment Advances as to which the related Lessee has made all or a portion of the advanced Monthly Payment or that have been Servicing Supplement 4 outstanding as of the end of the Collection Period for at least 90 days (collectively, the "Payment Date Advance Reimbursement"); (B) to or on behalf of the Servicer, the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods; and (C) to the Note Distribution Account, the Reserve Account and Certificate Distribution Account, such distributions in the amounts and order of priority as set forth in Sections 8.04(a) and 10.01 of the Indenture. (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall be permitted to retain the amounts provided for in such Section received during a Collection Period until such amounts are required to be disbursed on the next Payment Date, for so long as no Servicer Default has occurred and is continuing, and the following requirements are met (collectively, the "Monthly Remittance Condition"): (i) (A) NMAC (or its successors pursuant to Section 5.03(b) of the Basic Servicing Agreement) is the Servicer, and (B) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's, "A-1" by Standard & Poor's and "F1" by Fitch (in each case, so long as Moody's, Standard & Poor's or Fitch is a Rating Agency); (ii) if (A) the Servicer obtains a Servicer Letter of Credit or other form of enhancement acceptable to the Rating Agencies under which demands for payment may be made to secure timely remittance of SUBI Collections to the 2004-A SUBI Collection Account on a monthly basis and (B) the Trustee, the Owner Trustee gives prior written notice to each Rating Agency of the obtaining of such Servicer Letter of Credit; (iii) the Servicer otherwise satisfies each Rating Agency's requirements; or (iv) if the Outstanding Amount is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates. Pending deposit into the 2004-A SUBI Collection Account, SUBI Collections may be employed by the Servicer at its own risk and for its own benefit and shall not be segregated from its own funds. Section 8.04. Net Deposits. Notwithstanding anything to the contrary contained in this 2004-A Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted to deposit into the 2004-A SUBI Collection Account only the net amount distributable to the Trust, as holder of the 2004-A SUBI Certificate on the related Deposit Date. The Servicer shall, however, account to the Trust, the Trustee, the Trust Agent, the Indenture Trustee (or any successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the Securities as if all of the deposits and distributions described herein were made individually. Servicing Supplement 5 Section 8.05. Servicing Compensation. (a) As compensation for the performance of its obligations under the Servicing Agreement, the Servicer shall be entitled to receive the Servicing Fee. (b) The Servicer shall also be entitled to additional servicing compensation with respect to the 2004-A SUBI Assets in the form of, among other things, Administrative Charges to the extent not required for the payment of insurance premiums, taxes, or similar charges allocable to the 2004-A Leases. Section 8.06. Advances. (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the Servicer shall make, by deposit into the 2004-A SUBI Collection Account on the related Deposit Date, a Monthly Payment Advance, unless such Advance is not required to be made pursuant to Section 8.06(c). (b) On each Deposit Date, the Servicer shall make, by deposit into the 2004-A SUBI Collection Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a Matured Vehicle, the Trust shall have no claim against or interest in such Matured Vehicle or any Net Auction Proceeds resulting from the sale or other disposition thereof, except with respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of a Matured Vehicle after having made a Sales Proceeds Advance, the Trust may retain all of such Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to the Securitization Value of the related 2004-A Lease, and shall deposit the Residual Value Surplus, if any, into the 2004-A SUBI Collection Account. If the Net Auction Proceeds are less than the Securitization Value of the related 2004-A Lease, the Servicer may deduct the difference from SUBI Collections in respect of one or more future Collection Periods. If the Servicer has not sold a Matured Vehicle within 90 days after it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds Advance from the 2004-A SUBI Collection Account. Within six months of receiving such reimbursement, if the related 2004-A Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause such 2004-A Vehicle to be sold at auction and shall remit the proceeds associated with such auction sale to the 2004-A SUBI Collection Account. (c) Notwithstanding anything to the contrary in the Servicing Agreement, the Servicer shall be required to make an Advance only to the extent that it determines that such Advance will be recoverable from future payments on or in respect of the related 2004-A Lease or 2004-A Vehicle. Section 8.07. Third Party Claims. In addition to the requirements set forth in Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the Transferor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind of a third party Servicing Supplement 6 that would materially and adversely affect the interests of the Transferor or the Trust with respect to the 2004-A SUBI Assets. Section 8.08. Contingent and Excess Liability Insurance Policy. So long as any Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides coverage against third party claims that may be raised against the Titling Trust, the Trustee on behalf of the Titling Trust or the Trust in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of $15 million combined single limit each occurrence without limit on the number of occurrences in any policy period (which Insurance Policy may be a blanket Insurance Policy covering the Servicer and one or more of its Affiliates) and (ii) in the case of Rated Securities, each Rating Agency has received prior written notification from the Owner Trustee of such termination and any replacement insurance. The obligations of the Servicer pursuant to this Section shall survive any termination of the Servicer's other obligations under the Servicing Agreement until such time as claims can no longer be brought that would be covered by such Insurance Policies, whether as a result of the expiration of relevant statutes of limitations or otherwise. Section 8.09. Reporting by the Servicer; Delivery of Certain Documentation. (a) On or prior to the Closing Date, and periodically thereafter as required in order to update the contents thereof upon any changes in the matters certified therein, the Servicer shall furnish to the Trustee and the Related Beneficiary an Officer's Certificate listing the officers of the Servicer involved in, or responsible for, the servicing of the 2004-A Leases. (b) On each Calculation Date, the Servicer shall furnish to the Trustee and each Related Beneficiary a Settlement Statement for the related Collection Period. Section 8.10. Accountants' Reports. On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2005, the Servicer shall deliver or cause to be delivered to the Trust, the Indenture Trustee, each Rating Agency and the Owner Trustee the following reports: (a) a report that such firm has audited the consolidated financial statements of the Servicer in accordance with generally accepted auditing standards, that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants ("AICPA"), and expressing such firm's opinion thereon; and (b) a report indicating that such firm has examined, in accordance with standards established by AICPA, management's assertion about the Servicer's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as such standards relate to automobile and light-duty truck loans serviced for others, and expressing such firm's opinion on such management assertion (the "Annual USAP Report") or any similar internal control audit report that is acceptable to each Rating Agency. Servicing Supplement 7 Section 8.11. Annual Officer's Certificates. (a) On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2005, the Servicer shall deliver an Officer's Certificate to the Trust, the Indenture Trustee, each Rating Agency, and the Owner Trustee in accordance with Section 3.01(c) of the Basic Servicing Agreement. (b) On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2005, for as long as NMAC continues to act as the Servicer, the Servicer shall deliver an Officer's Certificate to each Rating Agency, the Owner Trustee and the Indenture Trustee stating that, with respect to certain ERISA Plans maintained or sponsored by the Servicer or any of the Servicer's ERISA affiliates: (a) Plan assets will not be materially less than the present value of accrued benefits under each of the Plans as of the close of the most recent Plan year, as reported in the most recent plan financial statements; (b) neither the Servicer nor any of its ERISA affiliates anticipates that the actuarial value of the assets of any Plan it maintains would not be materially insufficient to cover the Gateway current liability (as defined by the Code and demonstrated on the most recent Form 5500 Schedule B that has been filed with the IRS), or is contemplating benefit improvements that would cause the Servicer or its ERISA affiliates to maintain a Plan with materially underfunded Gateway current liability; (c) if all of the Plans (other than a multiemployer Plan) were terminated (disregarding any Plans with surpluses), the unfunded liabilities with respect to the Plans would have no material adverse effect on Nissan Motor Co., Ltd. or Nissan North America, Inc.; and (d) no accumulated funding deficiency or waived funding deficiency as defined in section 412 of the Code or under any multiemployer Plan or collective bargaining agreement exists and there is no failure to make any required contribution under the minimum funding requirements of the Code, as of the close of the most recent Plan year. Section 8.12. Servicer Defaults; Termination of Servicer. (a) Each of the following acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement with respect to the 2004-A SUBIs: (i) the Servicer fails to deliver, or cause to be delivered, any required payment to the Indenture Trustee for distribution to the Noteholders or to the Owner Trustee for distribution to the Trust Certificateholders, or fails to deliver to the Trustee (acting through the Trust Agent) for distribution to the Indenture Trustee and the Owner Trustee any required payment, which failure continues for five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee, or holders of Notes or Trust Certificates evidencing not less than 25% of the aggregate unpaid principal balance of the Securities (which for this purpose includes Trust Certificates held by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; (ii) the Servicer fails to deposit, apply, or distribute any amounts in the manner and at such time as required pursuant to the Servicing Agreement, including a Servicing Supplement 8 failure to deliver to the Trustee for distribution to or for the account of a Holder of the 2004-A SUBI Certificate, any amounts required to be so distributed pursuant to the Servicing Agreement, and such failure shall have continued for a period of ten Business Days after either discovery of such failure by an officer of the Servicer or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; (iii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 8.12(a), which failure materially and adversely affects the rights of the Titling Trust or a Holder of the 2004-A SUBI Certificate or the holders of the Notes, or Trust Certificateholders, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Trustee or the related Holder or such default becomes known to the Servicer; (iv) the Servicer fails to deliver to the Trustee any report required to be delivered to the Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee; (v) the Servicer fails to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Trust pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; (vi) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2004-A SUBI Certificate or the holders of the Notes, or the Trust Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 30 days after receipt by the Servicer of written notice thereof from the Trustee or the related Holder, or such default becomes known to the Servicer; (vii) the Servicer fails to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, the premium in respect of the Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or a Holder of the 2004-A SUBI Certificate; or (viii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, (B) the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official with respect to the Servicer or of any substantial part of its property or Servicing Supplement 9 (C) the ordering of the winding up or liquidation of the affairs of the Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (ix) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2004-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the 2004-A SUBI shall not constitute a Servicing Default with respect to any other Sub-Trust and any Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any other Sub-Trust shall constitute a Servicer Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Sub-Trust and not with respect to the 2004-A SUBI. Notwithstanding the foregoing, a delay in or failure of performance under (a) clauses (i) and (ii) for a period of ten Business Days, (b) clause (iii) for a period of 120 days, (c) clauses (iv) and (v) for a period of 60 days, or (d) clause (vi) for a period of 90 days shall not constitute a Servicer Default if caused by a Force Majeure Event. Upon the occurrence of any Force Majeure Event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer must provide to the Trustee, the Indenture Trustee, the Owner Trustee and the Transferor prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence of any Servicer Default, the Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2004-A SUBI Certificate), shall provide to the Indenture Trustee and the Owner Trustee prompt notice of any (i) Servicer Default or (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by a description of the nature of the default and the Servicer's efforts to remedy the same. (c) In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and is continuing with respect to the 2004-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2004-A Servicing Servicing Supplement 10 Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2004-A SUBI Assets, subject to the consent of the Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2004-A SUBI Assets, the Trustee, acting on the direction of the Required Related Holders, may waive any default of the Servicer in the performance of its obligations under the Servicing Agreement and its consequences with respect to the 2004-A SUBI and, upon any such waiver, such default shall cease to exist and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto. For purposes of this Section, so long as the Lien of the Indenture is in place, the Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2004-A SUBI Certificates), acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust Certificates owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the Aggregate Certificate Balance has been reduced to zero. (d) If the Servicer is removed with respect to servicing the 2004-A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2004-A Servicing Supplement, to the extent of the funds available therefor with respect to all Advances made by the Servicer. Section 8.13. Servicer Representations and Warranties. Effective as of the date hereof, the Servicer hereby reaffirms the representations and warranties set forth in Section 2.06(a) and Section 5.01 of the Basic Servicing Agreement, except that references to "this Agreement" shall be deemed to refer to the Servicing Agreement, as such term is defined herein. ARTICLE NINE MISCELLANEOUS Section 9.01. Termination of Servicing Supplement. This 2004-A Servicing Supplement shall terminate upon the earlier to occur of (i) the termination of the 2004-A SUBI or (ii) the resignation or removal of the Servicer with respect to the 2004-A SUBI in accordance with the terms of the Servicing Agreement. Any such termination hereunder shall effect a termination only with respect to the 2004-A SUBI Assets and not as to Trust Assets allocated to any other Sub-Trust, and shall not effect a termination of the Basic Servicing Agreement or any other supplement to the Basic Servicing Agreement. Section 9.02. Governing Law. This 2004-A Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws. Servicing Supplement 11 Section 9.03. Amendment. Notwithstanding the foregoing, this 2004-A Servicing Supplement (and, accordingly, the Basic Servicing Agreement, insofar as it relates to the 2004-A SUBI) may be amended by the parties hereto: (a) without the consent of the Holders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, add any other provision with respect to matters or questions arising hereunder that is not inconsistent with the Basic Servicing Agreement or add or amend any provision herein to assure that none of the Titling Trust, the Trust, or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, that any such action will not, in the good faith judgment of the parties hereto, materially and adversely affect the interest of any Holder; and (b) from time to time (including to change the remittance schedule for depositing SUBI Collections and other amounts into the 2004-A SUBI Collection Account, or to change the manner in which the Reserve Account is funded), provided that (A) each Rating Agency has received prior written notification from the Owner Trustee of such amendment and (B) an Opinion of Counsel is delivered to the Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and Notes will properly be characterized as indebtedness that is secured by the assets of the Trust; to the extent that any such amendment materially affects the UTI or any Other SUBI, the 2004-A SUBI Certificate or the 2004-A SUBI Assets, such amendment shall require the consent of the holders affected thereby. In addition, to the extent that (A) such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections or payments in respect of a 2004-A SUBI or the 2004-A SUBI Certificate or distributions (or the interest thereon) required to be made on any Notes, and the Trust Certificates or the Interest Rate of any Note or (B) reduce the percentage of the aggregate principal amount of Notes, and Trust Certificates required to consent to any such amendment, any such amendment shall require the consent of all the Holders and holders of 100% of all outstanding Notes, and Trust Certificates (which for this purpose shall include Trust Certificates held by the Trust, the Transferor, the Servicer and their respective Affiliates), and an Opinion of Counsel as set forth in clause (B) above. Section 9.04. Relationship of this 2004-A Servicing Supplement to Other Trust Documents. Unless the context otherwise requires, this 2004-A Servicing Supplement and the other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and thereof. In the event of any actual conflict between the provisions of this 2004-A Servicing Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets, the provisions of this 2004-A Servicing Supplement shall prevail and (ii) the Basic Servicing Agreement, the provisions of this 2004-A Servicing Supplement shall control. Section 9.05. Binding Effect. The provisions of this 2004-A Servicing Supplement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the Trust. Servicing Supplement 12 Section 9.06. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 9.07. Counterparts. This 2004-A Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 9.08. Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments, as may be reasonably requested in order to effect the purposes of this 2004-A Servicing Supplement and to better assure and confirm unto the requesting party its rights, powers, and remedies hereunder. Section 9.09. Third-Party Beneficiaries. The Trust, each Holder of the 2004-A SUBI, each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of the Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person shall have any rights hereunder. For purposes of the Servicing Agreement, this Section replaces Section 6.12 of the Basic Servicing Agreement in its entirety. Section 9.10. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers, and privileges provided at law, in equity or otherwise. Section 9.11. No Petition. Each of the parties hereto, by entering into this 2004-A Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing Agreement, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or state bankruptcy or similar laws, for a period of one year and a day after payment in full of the Securities, against any other party hereto, the Transferor or the Trust. This Section shall survive the complete or partial termination of this 2004-A Servicing Supplement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement, the Basic Servicing Agreement or this 2004-A Servicing Supplement. Servicing Supplement 13 IN WITNESS WHEREOF, the parties hereto have caused this 2004-A Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN-INFINITI LT, as Titling Trust By: NILT, INC., as Trustee By: --------------------------------- Name: Title: NILT TRUST, as UTI Beneficiary By: U.S. Bank National Association, as Managing Trustee By: --------------------------------- Name: Title: NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: ------------------------------------- Name: Steven R. Lambert Title: President Servicing Supplement S-1 EXHIBIT A SCHEDULE OF 2004-A LEASES AND 2004-A VEHICLES [Omitted. Copies on file with the Servicer, the Trustee and the Owner Trustee] Servicing Supplement A-1 EXHIBIT B FORM OF SETTLEMENT STATEMENT Servicing Supplement B-1 EX-10.7 11 a01146exv10w7.txt FORM OF AMENDED TRUST AGREEMENT Exhibit 10.7 - -------------------------------------------------------------------------------- NISSAN AUTO LEASING LLC II, as Transferor, and WILMINGTON TRUST COMPANY, as Owner Trustee ---------------------------------- AMENDED AND RESTATED TRUST AGREEMENT Dated as of _________, 2004 ---------------------------------- - -------------------------------------------------------------------------------- AMENDED AND RESTATED TRUST AGREEMENT This Amended and Restated Trust Agreement (this "Agreement"), dated as of _________, 2004, is between Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferor (the "Transferor"), and Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), as trustee (the "Owner Trustee"). WHEREAS, the parties hereto entered into a trust agreement dated as of _________, 2004 (the "Initial Trust Agreement") pursuant to which the Nissan Auto Lease Trust 2004-A was created; and WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Initial Trust Agreement will be amended and restated, and $_________ aggregate principal amount of Asset Backed Certificates and $_________ aggregate principal amount of _________% Asset Backed Class A-1 Notes, $_________ aggregate principal amount _________% Asset Backed Class A-2 Notes, $_________ aggregate principal amount Floating Rate Asset Backed Class A-3a Notes and $_________ aggregate principal amount of _________% Asset Backed Class A-3b Notes will be issued. 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 ONE DEFINITIONS SECTION 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among Nissan Auto Lease Trust 2004-A, as trust (the "Trust"), 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), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust, as Owner Trustee and Delaware trustee (in such capacity, the "Delaware Trustee") and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent and indenture trustee (in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively). SECTION 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 this Agreement include all Exhibits hereto, (iii) 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, (iv) references to an Article or Section such as "Article Twelve" or "Section 12.01" shall refer to the applicable Article or Section of this Agreement, (v) the term "include" and all 1 (NALT 2004-A Amended and Restated Trust Agreement) variations thereof shall mean "include without limitation," (vi) the term "or" shall include "and/or", and (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the successor or assignee of such Person. ARTICLE TWO ORGANIZATION SECTION 2.01 Name and Status. The trust created hereby shall be known as "Nissan Auto Lease Trust 2004-A," in which name the Trust may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. It is the intention of the parties hereto that the Trust shall be a statutory trust under the Statutory Trust Statute, and that this Agreement shall constitute the governing instrument of that statutory trust. SECTION 2.02 Office. The chief executive office and principal place of business of the Trust shall be in care of the Owner Trustee, initially at the Owner Corporate Trust Office and thereafter at such other address as the Owner Trustee may designate by written notice to the Trust Certificateholders and the Transferor. SECTION 2.03 Purposes and Powers. (a) The purposes of the Trust are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement; (ii) to acquire the 2004-A SUBI Certificate from the Transferor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the 2 NALT 2004-A Amended and Restated Trust Agreement Notes to the Transferor, (B) certain capital contributions from the Transferor and (C) the issuance of the Trust Certificate to the Transferor; (iii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which the Trust is a party; (vi) to engage in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. (c) The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. SECTION 2.04 Appointment of Owner Trustee. The Transferor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. SECTION 2.05 Liability of the Trust Certificateholders. No Trust Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Trust Certificateholder. SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee. SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be 3 NALT 2004-A Amended and Restated Trust Agreement "beneficial owners" within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitutes a statutory trust under the Statutory Trust Statute and that this Agreement constitutes the governing instrument of such statutory trust. Consistent with Section 11.01, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a division or branch of the Trust Certificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and under Delaware law for the purpose and to the extent necessary to accomplish the purpose of the Trust as set forth in Sections 2.03(a) and 2.03(b). At the direction of the Transferor, the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Statute, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the provisions hereof. SECTION 2.08 Title to Trust Property. Legal title to the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be. SECTION 2.09 Situs of Trust. The Trust shall be located and administered in the state of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the states of California, Delaware or New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the state of Delaware. Payments shall be received by the Trust only in the states of Delaware, California or New York, and payments will be made by the Trust only from the states of Delaware, California or New York. The only principal office of the Trust will be at the Corporate Trust Office. SECTION 2.10 Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Owner Trustee as of the Closing Date that: (a) Organization and Good Standing. The Transferor has been duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Due Qualification. The Transferor has been duly qualified to do business as a limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications, except when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement. (c) Power and Authority. The Transferor has (i) the power and authority to execute and deliver this Agreement and to carry out its terms; (ii) good title to and is the sole legal and beneficial owner of the 2004-A SUBI Certificate, free and clear of Liens and claims; (iii) full 4 NALT 2004-A Amended and Restated Trust Agreement power and authority to transfer the 2004-A SUBI Certificate and deposit the same with the Trust; (iv) duly authorized such transfer and deposit to the Trust by all necessary action; and (v) duly authorized the execution, delivery and performance of this Agreement by all necessary action. (d) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors' rights generally and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability agreement of the Transferor, any material indenture, agreement or other instrument to which the Transferor is a party or by which it shall be bound; nor result in the creation or imposition of any material Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or, to the best of the Transferor's knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties, which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement. (f) No Proceedings. There are no proceedings or investigations pending, or to the Transferor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which it is party; (ii) seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which it is a party; (iii) seeking any determination or ruling that would be likely materially and adversely to affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which it is a party; or (iv) relating to the Transferor and that would be likely materially and adversely to affect the federal income tax or any state income tax attributes of the Trust, the Notes or the Trust Certificates. (g) Independent Manager. Notwithstanding anything to the contrary in the Transferor's Formation Documents, the Transferor shall ensure that at least one manager of the Transferor shall be an Independent Manager. SECTION 2.11 Power of Attorney. Pursuant to the Trust Administration Agreement, the Owner Trustee has authorized the Administrative Agent to perform certain of its administrative duties hereunder, including duties with respect to the management of the Owner Trust Estate, and in connection therewith hereby grants the Administrative Agent its revocable power of attorney. Each Trust 5 NALT 2004-A Amended and Restated Trust Agreement Certificateholder by such Holder's acceptance of any Trust Certificate or beneficial interest therein, as the case may be, shall be deemed to have granted power of attorney to the Administrative Agent for purposes of actions taken or to be taken with respect to the Trust Certificates. ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS SECTION 3.01 Initial Ownership. Upon the formation of the Trust by the contribution by the Transferor pursuant to Section 2.06 and until the issuance of the Trust Certificates, the Transferor shall be sole beneficiary of the Trust. SECTION 3.02 The Trust Certificates. (a) The Trust Certificates shall be substantially in the form set forth in Exhibit A, in minimum denominations of $_________. Except for the issuance of the Trust Certificate to the Transferor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a "transfer") in violation of such Sections shall be null and void. The Trust Certificate shall be issued in the name of the Transferor. Upon delivery to the Transferor, the Owner Trustee and the Certificate Registrar of a letter in the form of Exhibit C, any Trust Certificate shall be reissued in the name and in the denomination set forth in such letter. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Trust by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee's acceptance of a Trust Certificate duly registered in such transferee's name pursuant to Section 3.04. SECTION 3.03 Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 2004-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Transferor, in authorized denominations, evidencing the entire ownership of the Trust. No Trust Certificate shall entitle its holder to any benefit under this 6 NALT 2004-A Amended and Restated Trust Agreement Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. The Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent. SECTION 3.04 Registration of Transfer and Exchange. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the "Certificate Register"), in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust Company is hereby appointed as the initial Certificate Registrar. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Transferor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer's Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other 7 NALT 2004-A Amended and Restated Trust Agreement percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $_________, (B) it causes its proposed transferee to provide to the Trust and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or -- indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan or arrangement subject to Section 406 of ERISA, will not acquire or hold the Trust Certificates being transferred on behalf of or with "plan assets" of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan or arrangement nor using the assets of such a Benefit Plan or arrangement to effect such transfer; (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more "U.S. persons" (as such term is defined in the Code) have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor and the Owner Trustee). 8 NALT 2004-A Amended and Restated Trust Agreement (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Trust and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor. (d) The Transferor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Transferor in order to comply with requests for information pursuant to Rule 144A. None of the Transferor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee shall execute and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more 9 NALT 2004-A Amended and Restated Trust Agreement new Trust Certificates in authorized denominations of a like aggregate face amount dated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar's retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates. SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If any mutilated Trust Certificate is surrendered to the Certificate Registrar, or if the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been transferred to a protected purchaser and provided that the requirements of Section 8-405 of the UCC are met, the Owner Trustee on behalf of the Trust shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time. 10 NALT 2004-A Amended and Restated Trust Agreement SECTION 3.06 Persons Deemed Trust Certificateholders. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary. SECTION 3.07 Access to List of Trust Certificateholders' Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and the Transferor or the Indenture Trustee, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer, the Transferor or the Indenture Trustee in writing, a list, in such form as the requesting party may reasonably request, of the names and addresses of the Trust Certificateholders as of the most recent Record Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust Certificateholders evidencing not less than 25% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Trust Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Trust Certificateholders. Each Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Transferor, the Owner Trustee, the Indenture Trustee or the Servicer, as the case may be, accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall maintain in The Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Trust Certificates and the other Basic Documents to which the Trust is a party may be served. The Owner Trustee initially designates Wilmington Trust Company, c/o Computershare Trust Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York, as the office for such purposes. The Owner Trustee shall give prompt written notice to the Transferor and the other Trust Certificateholders of any change in the location of the Certificate Register or any such office or agency. SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders pursuant to Section 5.02, and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Agreement in any material respect. Any co-paying agent chosen by the Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon 30 days' written notice to the Owner Trustee. In the event that a Paying Agent may no 11 NALT 2004-A Amended and Restated Trust Agreement longer act as Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums are paid to the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. SECTION 3.10 Ownership by the Transferor of Trust Certificates. The Transferor shall receive on the Closing Date in accordance with Section 3.02 and shall thereafter retain beneficial and record ownership of Trust Certificates representing 100% of the Certificate Balance. Notwithstanding any other provision of this Agreement to the contrary, any attempted transfer of any Trust Certificate that would reduce such interest of the Transferor below 100% of the Certificate Balance shall be void. The Owner Trustee shall cause one Trust Certificate issued to the Transferor (representing 100% of the Certificate Balance) to bear a legend stating "THIS CERTIFICATE IS NON-TRANSFERABLE." Notwithstanding the foregoing, upon a dissolution or termination of the Transferor, the Trust Certificates held by it shall be distributed to NMAC without regard to the provisions of Section 3.02 or this Section 3.10. SECTION 3.11 Trust Certificates Held by Trust, Transferor or Their Affiliates. Unless otherwise specified in this Agreement or other Basic Documents, any Trust Certificates owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates shall be entitled to the benefits under this Agreement equally and proportionately to the benefits afforded other owners of the Trust Certificates, except that such Trust Certificates shall be deemed not to be outstanding for the purpose of determining whether the requisite percentage of Securityholders have given any request, demand, authorization, direction, notice, consent or other action under the Basic Documents (other than the commencement by the Trust of a voluntary proceeding in bankruptcy), unless all Securities are owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates. ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless the Owner Trustee has notified the Trust Certificateholders and the Rating Agencies in writing of the proposed action at least 30 days before the taking of such action and Trust Certificateholders representing at least 25% of the 12 NALT 2004-A Amended and Restated Trust Agreement Certificate Balance have not notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Trust Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2004-A SUBI Certificate to collect amounts owed under a 2004-A Lease or 2004-A Vehicle); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of any Basic Document other than the Trust Agreement in circumstances such amendment materially and adversely affects the interests of the Trust Certificateholders; (e) the amendment of any other Basic Document unless the Owner Trustee is furnished an Opinion of Counsel to the effect that such amendment does not materially and adversely affect the interests of the Trust Certificateholders; or (f) the appointment a successor Owner Trustee or successor Indenture Trustee. SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, to the extent the Owner Trustee or the Trust is deemed to be the Holder of the 2004-A SUBI Certificate pursuant to the SUBI Trust Agreement, the Owner Trustee or Trust, as the case may be, shall take such actions as directed in writing by Trust Certificateholders holding Trust Certificates evidencing an interest of at least 66 2/3% of the Certificate Balance; provided, however, that so long as the Lien of the Indenture is outstanding, such direction shall be subject to the consent of the Indenture Trustee. The Owner Trustee may not, except upon the occurrence of a Servicer Default subsequent to the payment in full of the Notes and in accordance with the written directions of Trust Certificateholders holding 100% of the Certificate Balance, remove the Servicer, with respect to the 2004-A SUBI Assets or appoint a successor Servicer with respect thereto. SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Trust Certificateholders (including the board of managers (including the Independent Managers, as such term is defined in the Transferor's limited liability company agreement) of the Transferor) and the delivery to the Owner Trustee of a written certification by each Trust Certificateholder that such Trust Certificateholder reasonably believes that the Trust is insolvent. SECTION 4.04 Restrictions on Trust Certificateholders' Power. The Trust Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if 13 NALT 2004-A Amended and Restated Trust Agreement such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Trust as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given. SECTION 4.05 Majority Control. Except as expressly provided herein, any action that may be taken by the Trust Certificateholders under this Agreement may be taken by the Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates. Except as expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant to this Agreement shall be effective if signed by Trust Certificateholders holding not less than a Majority Interest of the Certificates at the time of delivery of such notice. ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account. (a) The Owner Trustee, for the benefit of the Trust Certificateholders, shall establish and maintain, or cause to be established and maintained, at the direction of the Transferor, an Eligible Account with and in the name of the Owner Trustee which shall be designated the "Certificate Distribution Account." The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Certificateholders. The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Trust Certificateholders. If at any time the Certificate Distribution Account ceases to be an Eligible Account, the Owner Trustee (or the Transferor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall, within ten Business Days following notification of such occurrence (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent), establish a new Certificate Distribution Account as an Eligible Account and shall transfer any cash or investments to such new Certificate Distribution Account. (b) The Servicer, on behalf of the Trust, shall establish and maintain an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which is designated as the "Reserve Account". The Reserve Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter under the sole 14 NALT 2004-A Amended and Restated Trust Agreement dominion and control of the Owner Trustee. On the Closing Date, the Transferor will use the net proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the Trust, which the Trust shall use to cause the Initial Deposit Amount to be deposited into the Reserve Account. All deposits to and withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents. (c) The Trust shall take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, the Control Agreement or any UCC financing statements) as may be determined to be reasonably necessary by the Administrative Agent on behalf of the Trust, in order to perfect the interests created by Section 5.01(b) and otherwise fully effectuate the purposes, terms and conditions of this Section. The Trust (or Administrative Agent on behalf of the Trust) shall: (i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of its securities interest in the Reserve Account; and (ii) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following (and promptly notify the Trust and the Owner Trustee of each such filing): (A) any change in the Transferor's corporate name or any trade name, (B) any change in the location of is chief executive office or principal place of business or (C) any merger or consolidation or other change in its identity or corporate structure. SECTION 5.02 Application of Trust Funds. (a) Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent) shall pay, to the extent of funds available, the amount required to be deposited by the Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 8.04 of the Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Payment Date. On any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any such excess shall be released to the Transferor. (b) On or after the date on which the Outstanding Amount of the Notes has been reduced to zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve Account shall be transferred to the Owner Trustee. On each Payment Date thereafter, all amounts distributable to the Trust Certificateholders shall be distributed by the Owner Trustee in the order and priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. 15 NALT 2004-A Amended and Restated Trust Agreement On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Transferor, without recourse, representation or warranty (except as set forth in Section 7.03), all of the Trust's right, title, and interest in, to and under the Reserve Account Property. In addition, on or following the Payment Date on which the Certificate Balance has been reduced to zero, the Transferor may direct the Owner Trustee in writing to distribute to it, and upon receipt of such direction the Owner Trustee shall distribute to the Transferor, the remaining assets of the Trust. (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the "Distribution Statement") provided by the Servicer, based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the following information: (i) the amount of SUBI Collections for the related Collection Period and the amounts allocable to the 2004-A SUBI Certificate; (ii) the Certificate Balance on the immediately preceding Payment Date, or if the current Payment Date is the first Payment Date, on the Closing Date; (iii) the aggregate amount of interest accrued and paid on each Class of Notes during the related Accrual Period; (iv) the aggregate amount of principal paid with respect to each Class of Notes and the Trust Certificates on such Payment Date and the Principal Carryover Shortfall, if any; (v) the Outstanding Amount of the Notes and the Certificate Balance on the day immediately preceding such Payment Date; (vi) the Note Factor for each Class of Notes and the Certificate Factor (after giving effect to payments made on such Payment Date); (vii) the Available Funds deposited into the SUBI Collection Account, including amounts with respect to each of items (i) through (v) of the definition thereof; (viii) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; (ix) the Servicing Fee and the Payment Date Advance Reimbursement for the related Collection Period and (x) the amount of Residual Value Losses for the related Collection Period. 16 NALT 2004-A Amended and Restated Trust Agreement The information required to be delivered by such Distribution Statement may be included with such other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents. (d) If any withholding tax is imposed on the Trust's payment (or, if the Trust is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Trust Certificateholders, at the time it is withheld by the Trust for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as any distribution to a "non-U.S. person" (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred. (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee's or the Owner Trustee's, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or the Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of the Trust Certificates, distributions required to be made to Trust Certificateholders on any Payment Date shall be made to each Trust Certificateholder of record on the related Record Date by check mailed to such Trust Certificateholder at the address of such holder appearing on the Certificate Register, except that a Trust Certificateholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee at least five Business Days prior to the Record Date. Notwithstanding the foregoing, the final payment on the Trust Certificates shall be made only upon presentation and surrender of such Trust Certificates at the office or agency specified in the notice of final payment to the Trust Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of at least 20 days' notice from the Trust or the Administrative Agent as set forth in the Indenture, provide such notice to the Trust Certificateholders of record not more than 30 days and not less than 15 days prior to the date on which such final payment is expected to occur. SECTION 5.04 Accounting and Reports. 17 NALT 2004-A Amended and Restated Trust Agreement (a) The Owner Trustee shall, based on information provided by the Transferor, (i) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting (except as required by Article Eleven), (ii) deliver to each Trust Certificateholder not later than the latest date permitted by law (A) a statement of the amounts provided for in Section 8.04 of the Indenture and (B) such information as may be required by the Code and applicable Treasury Regulations with respect to instruments such as the Trust Certificates and (iii) in addition to the Owner Trustee's rights under Section 5.02, take such action as instructed by the Transferor to collect or cause to be collected and paid over to applicable authorities any withholding tax as described in and in accordance with Section 5.02 and Article Eleven with respect to income or distributions to Trust Certificateholders. The Owner Trustee shall make all elections pursuant to Article Eleven as directed by the Transferor. (b) The Transferor shall maintain such books and records, and shall prepare and file such reports and returns, as are required pursuant to this Section and Section 5.02. ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE SECTION 6.01 General Authority. The Owner Trustee shall administer the Trust in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, in accordance with the Basic Documents. Subject to the provisions and limitations of Sections 2.03 and 2.07, the Owner Trustee is authorized and directed to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case in such form as the Transferor shall approve as evidenced conclusively by the Owner Trustee's execution thereof and the Transferor's execution of this Agreement, and on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $_________, Class A-2 Notes in the aggregate principal amount of $_________, Class A-3a Notes in the aggregate principal amount of $_________ and Class A-3b Notes in the aggregate principal amount of $_________. In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Trust as is permitted by the Basic Documents and that the Servicer or the Administrative Agent recommends with respect to the Basic Documents, except to the extent this Agreement expressly requires the consent of the Trust Certificateholders for such action. SECTION 6.02 General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to discharge or cause to be discharged all of its responsibilities pursuant to the terms of the Basic Documents to which the Trust is a party and to administer the Trust in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee and in accordance with the provisions of the Basic Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrative Agent has agreed in the Trust Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other 18 NALT 2004-A Amended and Restated Trust Agreement Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrative Agent to carry out its obligations under the Trust Administration Agreement. SECTION 6.03 Action Upon Instruction. (a) Subject to Article Four and in accordance with the terms of the Basic Documents, the Transferor may by written instruction direct the Owner Trustee in the administration of the Trust subject to, and in accordance with, the terms of the Basic Documents. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law or any obligation of the Owner Trustee or the Trust. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction. (d) If the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received from Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from 19 NALT 2004-A Amended and Restated Trust Agreement taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction. (e) Notwithstanding the foregoing, the right of the Transferor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not be required to perform any of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the 2004-A SUBI Supplement, (ii) the Transferor under this Agreement, the Servicing Agreement, the Indenture, the SUBI Certificate Transfer Agreement, or the Back-Up Security Agreement, (iii) the Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest in the Owner Trust Estate or to record this Agreement or any other Basic Document. Notwithstanding anything to the contrary herein or in any Basic Document, neither the Indenture Trustee, the Titling Trustee nor the Trust Agent shall be required to execute, deliver or certify on behalf of the Issuer or any other person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result from actions by or claims against the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate. SECTION 6.05 No Action Unless Specifically Authorized. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Trust or the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell, pledge, assign or convey the 2004-A SUBI Certificate, except as specifically required or permitted by the Basic Documents. SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (i) that is contrary to the purposes of the Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would (a) affect the treatment of the Notes as debt for federal income tax purposes, (b) be deemed to cause a taxable exchange of the Notes for federal income 20 NALT 2004-A Amended and Restated Trust Agreement tax purposes or (c) cause the Trust, the Transferor or the Titling Trust or any portion thereof to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal or state income or franchise tax purposes. The Trust Certificateholders and the Transferor shall not direct the Owner Trustee to take action that would violate the provisions of this Section. The Owner Trustee may not (i) initiate or settle any claim or lawsuit involving the Trust (unless brought by the Servicer to collect amounts owed under a 2004-A Lease), (ii) amend the Certificate of Trust (unless such amendment is required to be filed under applicable law), (iii) amend this Agreement where Trust Certificateholder consent is required, (iv) amend this Agreement where Trust Certificateholder consent is not required if such amendment materially adversely affects the Trust Certificateholders, (v) amend any Basic Document other than this Agreement if such amendment materially adversely affects the Trust Certificateholders, or (vi) appoint a successor Owner Trustee or successor Indenture Trustee, unless (a) the Owner Trustee provides 30 days' written notice thereof to the Trust Certificateholders and each Rating Agency and (b) Trust Certificateholders holding at least 25% of the Certificate Balance (which for this purpose shall include Trust Certificates held by the Trust, the Transferor, the Servicer and their respective Affiliates) do not object in writing to any such proposed amendment within 30 days of such notice. Notwithstanding anything herein to the contrary, the Transferor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates. ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents to which the Trust or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 made by the Owner Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in the preceding sentence: (a) the Owner Trustee shall not be liable for any error in judgment of an officer of the Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Transferor, the Indenture Trustee, the Administrative Agent or the Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the 21 NALT 2004-A Amended and Restated Trust Agreement Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Securityholder or any third party dealing with the Trust or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the misfeasance, malfeasance or nonfeasance of the Servicer, the Administrative Agent, the Transferor, the Indenture Trustee or the Cap Provider under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or the Transferor under this Agreement or the Basic Documents that are required to be performed by the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement, or the Indenture Trustee under the Indenture or the Cap Provider under the Interest Rate Cap Agreement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any Trust Certificateholder unless such Trust Certificateholder have offered to the Owner Trustee security or indemnity satisfactory to it against the Expenses that may be incurred by the Owner Trustee therein or thereby; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct in the performance of any such act. SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish to any Trust Certificateholder promptly upon receipt of a written request therefor (at the expense of the Trust Certificateholder), duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Owner Trustee under the Basic Documents. SECTION 7.03 Representations and Warranties. The Owner Trustee hereby represents and warrants to the Transferor and the Trust Certificateholders, that: (a) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite power, right and authority to execute, deliver and perform its obligations under this Agreement. 22 NALT 2004-A Amended and Restated Trust Agreement (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement and each other Basic Document to which it is a party, and this Agreement and each other Basic Document to which it is a party will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement and each other Basic Document to which it is a party on its behalf. (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee individually that are unrelated to this Agreement or the other Basic Documents. (d) This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding agreement of it, enforceable against the Owner Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, liquidation, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein or has appointed a Delaware trustee that is so authorized and it has a principal place of business in the state of Delaware or has appointed a Delaware trustee that has such a principal place of business. SECTION 7.04 Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a board resolution or documents of any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice president, the treasurer, any assistant treasurer or any other authorized officers of the relevant party as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of 23 NALT 2004-A Amended and Restated Trust Agreement such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not, to the actual knowledge of the Owner Trustee, contrary to this Agreement or any other Basic Document. SECTION 7.05 Not Acting in Individual Capacity. Except as provided in this Article, in accepting the trusts hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates and its representations and warranties in Section 7.03) shall be taken as the statements of the Transferor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) or the Notes or any offering document relating to either of them. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Basic Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any Basic Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Trust Certificateholders under this Agreement or the Noteholders under the Indenture, the validity of the transfer of the 2004-A SUBI Certificate, or for the compliance by the Transferor, the Administrative Agent or the Servicer with any warranty or representation made under any Basic Document or for the accuracy of any such warranty or representation or for any action of the Administrative Agent, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Transferor, the Servicer, the Administrative Agent, the Indenture Trustee and their respective Affiliates, in banking transactions with the same rights as it would have if it were not the Owner Trustee. ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE SECTION 8.01 Owner Trustee's Compensation and Indemnification. 24 NALT 2004-A Amended and Restated Trust Agreement (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the "Indemnified Parties") from and against, any Expenses that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except that the Transferor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any income taxes on any fees payable to any Indemnified Party as described in Section 7.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrative Agent, the Servicer, the Transferor or the Indenture Trustee. ARTICLE NINE TERMINATION OF TRUST AGREEMENT SECTION 9.01 Termination of Trust Agreement. (a) This Agreement (other than Article Eight) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the earliest of (i) the final distribution by the Owner Trustee of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement or (ii) at the times provided in Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder, other than the Transferor, as described in Section 9.03, shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Trust Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. 25 NALT 2004-A Amended and Restated Trust Agreement (b) Except as provided in Section 9.01(a), neither the Transferor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of this Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment and cancellation, shall be given by the Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders and the Transferor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. The Owner Trustee shall promptly notify each Rating Agency upon the final payment of the Trust Certificates. (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Administrative Agent. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute. SECTION 9.02 [Reserved]. SECTION 9.03 Purchase of the 2004-A SUBI Certificate; Repayment of the Trust Certificates. (a) The Servicer shall be permitted at its option to purchase, or cause to be purchased, the 2004-A SUBI Certificate from the Trust on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (i) the Securities Balance is less than or equal to 10% of the Initial Securities Balance or (ii) the Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the 26 NALT 2004-A Amended and Restated Trust Agreement Servicer) and their respective Affiliates (the exercise of such option is referred to as an "Optional Purchase"). The purchase price (the "Optional Purchase Price") shall equal the aggregate Securitization Value of the 2004-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be the amount of such funds held in cash) held as part of the Trust (less Liquidation Expenses) and shall be deposited by the Servicer into the SUBI Collection Account on the Deposit Date related to such Payment Date. The Servicer shall not exercise the Optional Purchase if the Optional Purchase Price does not exceed the sum of (i) the Redemption Price, (ii) unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, (iii) the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods, and (iv) the Certificate Balance. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and the Trust Certificates shall be repaid, in each case in whole but not in part on the related Payment Date. The Servicer, at its option, may pay all or a portion of the Optional Purchase Price by issuing a demand note in favor of the Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to terms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (x) the Servicer shall pay in cash the portion of the Optional Purchase Price that is equal to or greater than the sum of the amounts specified in clauses (i) through (iii) of the second preceding sentence and (y) the Servicer may issue a demand note to a Trust Certificateholder pursuant to this Section 9.03 only if such Certificateholder consents to the receipt of such demand note. (b) In connection with an Optional Purchase, the Trust Certificates shall be due and payable on the related Payment Date, upon furnishing of a notice complying with Section 9.03(c) to each Trust Certificateholder. The Administrative Agent or the Owner Trustee shall furnish each Rating Agency notice of such repayment or redemption. (c) Notice of repayment or redemption under Section 9.03(b) shall be given (i) by the Administrative Agent to the Owner Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least 20 days prior to the related Payment Date and (ii) by the Owner Trustee to each Trust Certificateholder by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least 15 days (but no more than 30 days) prior to the related Payment Date, at such Trust Certificateholder's or the Transferor's address appearing in the Certificate Register. All notices of repayment shall state: (i) the related Payment Date for the repayment; (ii) [reserved]; (iii) the place where the Trust Certificates to be repaid are to be surrendered for payment of the Repayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.08); and (iv) that on the related Payment Date, the Repayment Price will become due and payable upon each such Trust Certificate. 27 NALT 2004-A Amended and Restated Trust Agreement Notice of repayment of the Trust Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of repayment or any defect therein, to any Trust Certificateholder shall not impair or affect the validity of the repayment of any Trust Certificate. (d) The Trust Certificates to be repaid shall, following notice of repayment as required by Section 9.03(c) on the related Payment Date, become due and payable at the Repayment Price. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (ii) at all times be able and authorized to exercise corporate trust powers; (iii) have a long-term debt rating of "A" or higher by Moody's, Standard and Poor's and Fitch (if rated by Fitch), or be otherwise acceptable to each Rating Agency; (iv) have combined capital and surplus of at least $50,000,000; and (v) be subject to supervision or examination by federal or state authorities. If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02. SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrative Agent, the Servicer, each Rating Agency, the Transferor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Transferor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrative Agent, the Transferor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by 28 NALT 2004-A Amended and Restated Trust Agreement the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Transferor or such Trust Certificateholders may remove the Owner Trustee. If the Owner Trustee shall be removed pursuant to the preceding sentence, the Transferor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. Any appointment of a successor Owner Trustee is subject to satisfaction of the Rating Agency Condition. SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Transferor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Transferor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Transferor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Transferor. SECTION 10.04 Merger or Consolidation of Owner Trustee. Any Person (i) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (ii) resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party or (iii) succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of 29 NALT 2004-A Amended and Restated Trust Agreement any instrument or any further act on the part of any of the parties hereto, provided, that such Person shall be eligible pursuant to Section 10.01 anything herein to the contrary notwithstanding. The Owner Trustee shall mail notice of such merger, conversion, or consolidation to each Rating Agency, the Indenture Trustee and the Trust Certificateholders. SECTION 10.05 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Transferor and the Owner Trustee may consider necessary or desirable. If the Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) the Transferor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording 30 NALT 2004-A Amended and Restated Trust Agreement protection to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrative Agent, the Servicer and the Transferor. Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. ARTICLE ELEVEN TAX MATTERS SECTION 11.01 Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Trust not constitute a separate entity for federal income tax and state income and franchise tax purposes. It is the intent of the Transferor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 2004-A Vehicles and the payments on the 2004-A Leases for federal income tax and state income and franchise tax purposes. If, however, the Trust is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall not file or cause to be filed annual returns, reports or other forms and will treat the Trust in a manner consistent with the characterization that the Trust is not a separate entity for tax purposes. The Transferor and the Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention. (b) It is the intent of the Transferor to treat the Trust Certificates as equity interests in the Trust for financial accounting purposes. SECTION 11.02 Signature on Returns; Tax Matters Partner. (a) If the Trust shall be required to file federal or other income tax returns as a partnership, such returns shall be signed by an authorized signatory for the Transferor or such other Person as shall be required by law to sign such returns of the Trust. (b) By acceptance of its beneficial interest in a Trust Certificate, each Trust Certificateholder agrees that in the event that the Trust is classified as a partnership for federal income tax purposes, the Transferor shall be the "tax matters partner" of the Trust pursuant to the Code. SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate tax authorities, the Trust shall not file or cause to be filed annual or other income or franchise tax returns and shall not be required to obtain any taxpayer identification number. 31 NALT 2004-A Amended and Restated Trust Agreement ARTICLE TWELVE MISCELLANEOUS SECTION 12.01 Supplements and Amendments. (a) This Agreement may be amended by the Transferor and the Owner Trustee without the consent of any of the Securityholders to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, add any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement or add or amend any provision herein in connection with permitting transfers of the Trust Certificates; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, materially adversely affect the interests of any Holder of a 2004-A SUBI Certificate (which, so long as any Notes are outstanding, shall include the Indenture Trustee) or any Securityholder. (b) This Agreement may also be amended from time to time by the Transferor and the Owner Trustee, with prior written notice to the Rating Agencies and subject to the satisfaction of the Rating Agency Condition, with the consent of the Noteholders holding a Majority Interest of the Notes, voting as a single class, and to the extent affected thereby, the consent of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which for this purpose shall include Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Trust Certificateholders. No such amendment shall, however, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made on the Notes or the Trust Certificates or (ii) reduce the percentage of the Certificate Balance or the Outstanding Amount required to consent to any such amendment, without the consent of the holders of 100% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Trust or the 2004-A SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. This Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), to approve any trust purpose with respect to the Trust in addition to the purpose authorized pursuant to Section 2.03(b), upon not less that 90 days notice to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment 32 NALT 2004-A Amended and Restated Trust Agreement or supplement shall not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the Trust or the 2004-A SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. It shall not be necessary for the consent of Trust Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Trust Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Trust Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (c) Notwithstanding Section 12.01(b), this Agreement may be amended at any time by the parties hereto to the extent reasonably necessary to assure that none of the Titling Trust, the Trust or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (d) Prior to the execution of any amendment to this Agreement or any other Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the other Basic Documents and that all conditions precedent herein and in the other Basic Documents to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. (e) The Owner Trustee shall give the Trust Certificateholders 30 days' written notice of any proposed amendment or supplement hereto, unless the Owner Trustee is furnished an Opinion of Counsel to the effect that such amendment or supplement does not materially adversely affect the Trust Certificateholders or if Noteholders consent is required and this Agreement provides that the Owner Trustee shall not enter into such amendment unless a majority of the Certificate Balance of Trust Certificateholders consent in writing. SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust Certificateholders shall have legal title to any part of the Owner Trust Estate. The Trust Certificateholders shall be entitled to receive distributions with respect to their Trust Certificates only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Trust Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate. SECTION 12.03 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Trust Certificateholders, the Administrative Agent, the Servicer and the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. 33 NALT 2004-A Amended and Restated Trust Agreement SECTION 12.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Owner Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) if to the Transferor, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 719-8509), Attention: Secretary; (iii) if to Moody's, at Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Group (telecopier no. (212) 553-7820); (iv) if to Standard & Poor's, to Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring Group; (v) if to Fitch, at Fitch, Inc., One State Street Plaza, New York, New York 10004 (telecopier no.(212) 480-4438), Attention: Romaana Zia; or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Any notice required or permitted to be given to a Trust Certificateholder shall be given by first-class mail, confirmed, facsimile or overnight courier, postage prepaid, at the address of such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Trust Certificateholder receives such notice. SECTION 12.05 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 12.06 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 12.07 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Transferor, the Owner Trustee, and each Trust Certificateholder and their respective successors and permitted assigns, all to the extent as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Trust Certificateholder shall bind the successors and assigns of the Transferor or such Trust Certificateholder. SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the Transferor, and each Trust Certificateholder by accepting a Trust Certificate, covenant that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws, against NMAC, the Transferor, the Titling Trust, the UTI Beneficiary or the Trust, for a period of one year and a day after: 34 NALT 2004-A Amended and Restated Trust Agreement (a) payment in full of all amounts due to each Holder in respect of the UTI, the SUBI or any Other SUBI, against any UTI Beneficiary (or any general partner of a UTI Beneficiary which is a partnership, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2004-A SUBI and each Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Trust. SECTION 12.09 No Recourse. Each Trust Certificate entitles the holder thereof to the respective rights and benefits set forth in this Agreement and in the Trust Certificates. The Trust Certificates do not represent interests in or obligations of the Servicer, the Transferor, the Owner Trustee, any Paying Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. SECTION 12.10 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SECTION 12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 12.12 Trust Certificates Nonassessable and Fully Paid. Trust Certificateholders shall not be personally liable for obligations of the Trust. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and, upon authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust Certificates shall be deemed fully paid. SECTION 12.13 Furnishing of Basic Documents. The Transferor shall furnish to any Trust Certificateholder promptly upon receipt of a written request by such Trust Certificateholder (at the expense of the requesting Trust Certificateholder) therefor, duplicates or copies of all Basic Documents. 35 NALT 2004-A Amended and Restated Trust Agreement IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Transferor By: ________________________________________ Name: Joji Tagawa Title: Treasurer WILMINGTON TRUST COMPANY, as Owner Trustee By: _______________________________________ Name: Title: S-1 NALT 2004-A Amended and Restated Trust Agreement EXHIBIT A FORM OF TRUST CERTIFICATE TRUST CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS NON-TRANSFERABLE. THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN" AS DEFINED IN SECTION 4975(e)(1) THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, or any entity whose underlying assets inCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS. THE PRINCIPAL OF THIS TRUST CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS TRUST CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. A-1 (NALT 2004-A Amended and Restated Trust Agreement) THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE TRANSFEROR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATIVE AGENT, NMAC, NALL II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY. A-2 (NALT 2004-A Amended and Restated Trust Agreement) NISSAN AUTO LEASE TRUST 2004-A ASSET BACKED CERTIFICATE evidencing a beneficial interest in the Trust, as defined below, the property of which includes, among other things, the 2004-A SUBI Certificate, evidencing a 100% beneficial interest in the 2004-A SUBI. The property of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued thereunder. This Trust Certificate does not represent an interest in or obligation of the Transferor, Nissan Motor Acceptance Corporation, the Owner Trustee or any of their respective Affiliates, except to the extent described below. NUMBER $_____________ R-_____ This certifies that _________________ is the registered owner of a _______________ dollars nonassessable, fully-paid, beneficial ownership interest in the Nissan Auto Lease Trust 2004-A (the "Trust") formed by Nissan Auto Leasing LLC II, a Delaware limited liability company (the "Transferor"). The Trust was created pursuant to a trust agreement, as amended and restated as of _________, 2004 (the "Trust Agreement"), between the Transferor and Wilmington Trust Company, as trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions. This Trust Certificate is one of the duly authorized Trust Certificates designated as "Asset Backed Certificates" (the "Trust Certificates"). Also issued under an indenture, dated as of _________9, 2004 (the "Indenture"), between the Trust and U.S. Bank National Association, as trustee (the "Indenture Trustee"), are the _________% Asset Backed Notes, Class A-1, the _________% Asset Backed Notes, Class A-2, the Floating Rate Asset Backed Notes, Class A-3a and the _________% Asset Backed Notes, Class A-3b. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such Trust Certificateholder is bound. The property of the Trust primarily includes, among other things, (i) the 2004-A SUBI Certificate, evidencing a 100% beneficial interest in the 2004-A SUBI, and (ii) all proceeds of the foregoing. The rights of the Trust in the foregoing property have been pledged by the Trust to the Indenture Trustee to secure the payment of the Notes. The Trust Certificates represent obligations of the Trust only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiary or any of their respective Affiliates. A-3 (NALT 2004-A Amended and Restated Trust Agreement) Under the Trust Agreement, there will be distributed on the 15th day of each month (or, if such day is not a Business Day, the next Business Day), commencing _________, 2004 (each, a "Payment Date"), to the Person in whose name this Trust Certificate is registered at the close of business on the day preceding each Payment Date (each, a "Record Date") such Trust Certificateholder's percentage interest in the amount to be distributed with respect to the Trust Certificates on such Payment Date. The holder of this Trust Certificate acknowledges and agrees that its rights to receive payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Indenture. It is the intent of the Transferor and Trust Certificateholder that the Trust not constitute a separate entity for federal income and state income and franchise tax purposes, and that the Notes be treated as indebtedness for such purposes. If, however, the Trust is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes. The Transferor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention. Each Trust Certificateholder by accepting a Trust Certificate, covenants and agrees that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws, against NMAC, the Transferor or the Trust, for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the SUBI or any Other SUBI, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2004-A SUBI and each Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Trust; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Trust. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee by check mailed to the Trust Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for the purpose by the Owner Trustee in The Borough of Manhattan in the The City of New York. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. A-4 (NALT 2004-A Amended and Restated Trust Agreement) Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose. THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. A-5 (NALT 2004-A Amended and Restated Trust Agreement) IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed. Dated: ________________________ NISSAN AUTO LEASE TRUST 2004-A By: WILMINGTON TRUST COMPANY, as Owner Trustee By: _______________________________ Name: Title: OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement. WILMINGTON TRUST COMPANY, or WILMINGTON TRUST COMPANY, as Owner Trustee as Owner Trustee By:____________________________ By: ___________________________, Authenticating Agent By:_____________________________ A-6 (NALT 2004-A Amended and Restated Trust Agreement) [Reverse of Trust Certificate] The Trust Certificates do not represent an obligation of or an interest in the Transferor, the Servicer, the Owner Trustee or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries and certain other amounts respecting the assets of the Trust, all as more specifically set forth in the Indenture. The Transferor will furnish, upon the request of any holder of a Trust Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended, with respect to the Trust. The Trust Agreement may be amended by the Transferor and the Owner Trustee without the consent of any of the Securityholders to cure any ambiguity, correct or supplement any provision therein that may be inconsistent with any other provision therein, add any other provisions with respect to matters or questions arising under the Trust Agreement that are not inconsistent with the provisions of the Trust Agreement or add or amend any provision therein in connection with permitting transfers of the Trust Certificates; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, materially adversely affect the interests of any Holder of a 2004-A SUBI Certificate (which, so long as any Notes are outstanding, shall include the Indenture Trustee) or any Securityholder. The Trust Agreement may also be amended from time to time by the Transferor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders holding a Majority Interest of the Notes, voting as a single class, and, to the extent affected thereby, the consent of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the Noteholders or the Trust Certificateholders. No such amendment shall, however, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made on the Notes or the Trust Certificates or (ii) reduce the percentage of the Certificate Balance or the Outstanding Amount required to consent to any such amendment, without the consent of the holders of 100% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Trust or the 2004-A SUBI Certificates to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal and state income and franchise tax purposes. Notwithstanding the foregoing, the Trust Agreement may be amended at any time by the parties hereto to the extent reasonably necessary to assure that none of the Titling Trust, the Trust or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. A-7 (NALT 2004-A Amended and Restated Trust Agreement) As provided in the Trust Agreement, if and to the extent transfers are permitted and if the Transferor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance with the terms set forth therein, which opinion the Transferor has not determined can be given under the Internal Revenue Code and existing and proposed regulations thereunder, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Trust Certificateholder hereof or such Trust Certificateholder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates of the same class and in authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Wilmington Trust Company. The Trust Certificates are issuable only as registered Trust Certificates without coupons in minimum denominations of $_________. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the trust created thereby shall terminate upon the payment to Trust Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property held as part of the Owner Trust Estate. Any prospective transferee of a Trust Certificate will be required to deliver a letter to the Transferor and the Certificate Registrar substantially in the form of Exhibit C to the Trust Agreement, which letter includes a representation that such prospective transferee is not a "Benefit Plan Investor" (as defined in Department of Labor Regulation 2510.3-101(f)(2)). The Trust Certificates may not be transferred, sold, pledged or otherwise disposed to or for the account of a Benefit Plan Investor. The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan. A-8 (NALT 2004-A Amended and Restated Trust Agreement) ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing ______________________________ attorney to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: ___________________ * ________________________________________________________ Signature Guaranteed: * ________________________________________________________ * NOTICE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Trust Certificate in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-9 (NALT 2004-A Amended and Restated Trust Agreement) EXHIBIT B FORM OF RULE 144A CERTIFICATE _______________________,______________ Nissan Auto Leasing LLC II 990 West 190th Street Torrance, California 90502 Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890 Wilmington Trust Company, as Certificate Registrar 520 Madison Avenue 33rd Floor New York, New York 10019 Ladies and Gentlemen: This is to notify you as to the transfer of $____________ initial principal balance of Asset Backed Certificates (the "Trust Certificates") of Nissan Auto Lease Trust 2004-A (the "Trust"). The undersigned is the holder of the Trust Certificates and with this notice hereby deposits with Wilmington Trust Company (the "Owner Trustee") $____________ initial principal balance of Trust Certificates and requests that Trust Certificates in the same initial principal balance be issued, executed and authenticated and registered to the purchaser on ____________, 200__, as specified in the trust agreement dated _________, 2004, as amended and restated by the Amended and Restated Trust Agreement dated _________, 2004 among Wilmington Trust Company and Nissan Auto Leasing LLC II, as follows: Name: Denominations: Address: Taxpayer I.D. No: The undersigned represents and warrants that the undersigned (a) reasonably believes the purchaser is a "qualified institutional buyer," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act"), (b) such purchaser has acquired the Trust Certificates in a transaction effected in accordance with the exemption from the registration requirements of the Act provided by Rule 144A and (c) if the purchaser has purchased the Trust Certificates for one or more accounts for which it is acting as fiduciary or agent, (i) each such account is a qualified B-1 (NALT 2004-A Amended and Restated Trust Agreement) institutional buyer and (ii) the purchaser is acquiring Trust Certificates for its own account or for one or more institutional accounts for which it is acting as fiduciary or agent in a minimum amount equivalent to not less than $_________ for each such account. Very truly yours, By: ___________________________________________ Name: _____________________________________ Title: ____________________________________ B-2 (NALT 2004-A Amended and Restated Trust Agreement) EXHIBIT C FORM OF INVESTMENT LETTER QUALIFIED INSTITUTIONAL BUYER _________, _________ U.S. Bank National Association, as Indenture Trustee 400 North Michigan Avenue, 2nd Floor Chicago, Illinois 60601 Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890 Nissan Auto Leasing LLC II 990 West 190th Street Torrance, California 90502 Ladies and Gentlemen: In connection with our proposed purchase of $__________________ aggregate principal amount of Certificates (the "Certificates") representing an undivided interest in the Nissan Auto Lease Trust 2004-A (the "Trust"), the investor on whose behalf the undersigned is executing this letter (the "Purchaser") confirms that: 1. Reference is made to the Prospectus, dated _________, 2004 (the "Prospectus"), relating to the Certificates. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Prospectus. The Purchaser has received a copy of the Prospectus and such other information as the Purchaser deems necessary in order to make its investment decision and the Purchaser has been provided the opportunity to ask questions of, and receive answers from, the Servicer and Nissan Auto Leasing LLC II, as the Transferor, concerning the Servicer, the UTI Beneficiary and the Transferor and the terms and conditions of the offering described in the Prospectus. The Purchaser has received and understands the above, and understands that substantial risks are involved in an investment in the Certificates. The Purchaser represents that in making its investment decision to acquire the Certificates, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including you, the Servicer, the Transferor or the Owner Trustee or any of your or their affiliates, except as expressly contained in the Prospectus and in the other written information, if any, discussed above. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and the Purchaser is able to bear the substantial economic risks of such an investment. The Purchaser C-1 NALT 2004-A Amended and Restated Trust Agreement has relied upon its own tax, legal and financial advisors in connection with its decision to purchase the Certificates. 2. The Purchaser is (A) a "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "1933 Act")) and has delivered to you a certificate substantially in the form attached hereto as Annex 1 or Annex 2, as applicable and (B) acquiring the Certificates for its own account or for the account of an investor of the type described in clause (A) above as to each of which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Certificates for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or "Blue Sky" laws of any state. 3. The Purchaser understands that the Certificates have not been and will not be registered under the 1933 Act or under the securities or blue sky laws of any state, and that (i) if it decides to resell, pledge or otherwise transfer any Certificate, such Certificate may be resold, pledged or transferred without registration only to an entity that has delivered to the Transferor and the Owner Trustee a certification that it is a Qualified Institutional Buyer that purchases (1) for its own account or (2) for the account of such a Qualified Institutional Buyer, that is, in either case, aware that the resale, pledge or transfer is being made in reliance on said Rule 144A and (ii) it will, and each subsequent holder will be required to, notify any purchaser of any Certificate from it of the resale restrictions referred to in clause (i) above. 4. The Purchaser understands that each of Certificate will bear a legend to the following effect, unless otherwise agreed by the Transferor and the Owner Trustee: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE TRANSFEROR AND THE OWNER TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE C-2 NALT 2004-A Amended and Restated Trust Agreement TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN" AS DEFINED IN SECTION 4975(e)(1) THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS." 5. If the Purchaser is acquiring any Certificate as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgements, representations and agreements contained herein on behalf of such account. 6. The Purchaser is not (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a "plan" (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or otherwise (c) any entity whose underlying assets include plan assets by reason of a plan's investment in such entity or otherwise (each, a "Benefit Plan"). 7. The Purchaser has neither acquired nor will it transfer any Certificate it purchases (or any interest therein) or cause any such Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. 8. The Purchaser either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such C-3 NALT 2004-A Amended and Restated Trust Agreement transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Certificates. 9. The Purchaser understands that no subsequent transfer of the Certificates is permitted unless (A) such transfer is of a Certificate with a denomination of at least $_________, (B) it causes its proposed transferee to provide to the Transferor and the Certificate Registrar a letter substantially in the form of Exhibit C to the Trust Agreement, as applicable, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. 10. The Purchaser understands that the opinion of counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs 7, 8 and 9 above. 11. The Purchaser is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Certificate will not result in any withholding obligation with respect to any payments with respect to the Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is includible in gross income for federal income tax purposes regardless of source or a trust if the court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI and a new W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor and the Owner Trustee). 12. The Purchaser agrees that if at some time in the future it wishes to transfer or exchange any of the Certificates, it will not transfer or exchange any of the Certificates unless such transfer or exchange is in accordance with Section 3.04 of the Trust Agreement. The Purchaser understands that any purported transfer of the Certificates (or any interest therein) in contravention of any of the restrictions and conditions in the Trust Agreement, as applicable, shall be a void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Certificateholder, as the case may, be for any purpose. C-4 NALT 2004-A Amended and Restated Trust Agreement 13. The Purchaser hereby irrevocably requests you to arrange for definitive Certificates representing the Certificates purchased by the Purchaser to be registered and delivered promptly after the Closing Date as follows: Principal Amount Registered in Deliver Definitive of Definitive Certificate: Name of: Certificate to: - -------------------------- ------------- ------------------- - -------------------------- ------------- ------------------- - -------------------------- ------------- ------------------- - -------------------------- ------------- ------------------- You and the Owner Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, By: ___________________________________ Name: Title: C-5 NALT 2004-A Amended and Restated Trust Agreement ANNEX 1 TO EXHIBIT C QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Purchaser") hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein: (i) As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Purchaser. (ii) In connection with purchases by the Purchaser, the Purchaser is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because (i) the Purchaser owned and/or invested on a discretionary basis $__________(1) in securities (except for the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below. - Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. - Bank. The Purchaser (a) is a national bank or banking institution organized under the laws of any state, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. - Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net - ------------------------ (1) Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities. C-6 NALT 2004-A Amended and Restated Trust Agreement worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. - Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). - Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, territory or the District of Columbia. - State or Local Plan. The Purchaser is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees (a "Plan"). - ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (an "ERISA Plan"). - Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisors Act of 1940. - Small Business Investment Company. The Purchaser is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. - Business Development Company. The Purchaser is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. - Trust Fund. The Purchaser is a trust fund whose trustee is a bank or trust company and whose participants are exclusively state or local Plans or ERISA Plans as defined above, and no participant of the Purchaser is an individual retirement account or an H.R. 10 (Keogh) plan. (iii) The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. C-7 NALT 2004-A Amended and Restated Trust Agreement (iv) For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser and did not include any of the securities referred to in the preceding paragraph, except (i) where the Purchaser reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at their market value. Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser's direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Exchange Act. (v) The Purchaser acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in reliance on Rule 144A. (vi) Until the date of purchase of the Certificates, the Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser's purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan is provided above, the Purchaser agrees that it will furnish to such parties updated annual financial statements promptly after they become available. __________________________________ Name of Purchaser By: _______________________________ Name: Title: Dated: ___________________________ C-8 NALT 2004-A Amended and Restated Trust Agreement ANNEX 2 TO EXHIBIT C QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That are Registered Investment Companies] The undersigned (the "Purchaser") hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein: (i) As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Purchaser or, if the Purchaser is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because the Purchaser is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. (ii) In connection with purchases by the Purchaser, the Purchaser is a "qualified institutional buyer" as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone, or the Purchaser's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser's Family of Investment Companies, the cost of such securities was used, except (i) where the Purchaser or the Purchaser's Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. _ The Purchaser owned $__________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A). _ The Purchaser is part of a Family of Investment Companies which owned in the aggregate $__________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A). (iii) The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). C-9 NALT 2004-A Amended and Restated Trust Agreement (iv) The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. (v) The Purchaser is familiar with Rule 144A and understands that the parties listed in the Rule 144A Representation Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A. In addition, the Purchaser will only purchase for the Purchaser's own account. (vi) Until the date of purchase of the Transferor Certificate, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Purchaser's purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. _________________________________ Name of Purchaser or Advisor By: _____________________________ Name: Title: IF AN ADVISOR: _________________________________ Name of Purchaser Dated: ___________________________ C-10 NALT 2004-A Amended and Restated Trust Agreement TABLE OF CONTENTS
PAGE ARTICLE ONE DEFINITIONS...................................................................... 1 SECTION 1.01 Definitions............................................................. 1 SECTION 1.02 Interpretive Provisions................................................. 1 ARTICLE TWO ORGANIZATION..................................................................... 2 SECTION 2.01 Name and Status......................................................... 2 SECTION 2.02 Office.................................................................. 2 SECTION 2.03 Purposes and Powers..................................................... 2 SECTION 2.04 Appointment of Owner Trustee............................................ 3 SECTION 2.05 Liability of the Trust Certificateholders............................... 3 SECTION 2.06 Initial Capital Contribution of Owner Trust Estate...................... 3 SECTION 2.07 Declaration of Trust.................................................... 3 SECTION 2.08 Title to Trust Property................................................. 4 SECTION 2.09 Situs of Trust.......................................................... 4 SECTION 2.10 Representations and Warranties of the Transferor........................ 4 SECTION 2.11 Power of Attorney....................................................... 5 ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS..................................... 6 SECTION 3.01 Initial Ownership....................................................... 6 SECTION 3.02 The Trust Certificates.................................................. 6 SECTION 3.03 Authentication and Delivery of Trust Certificates....................... 6 SECTION 3.04 Registration of Transfer and Exchange................................... 7 SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates................. 10 SECTION 3.06 Persons Deemed Trust Certificateholders................................. 11 SECTION 3.07 Access to List of Trust Certificateholders' Names and Addresses......... 11 SECTION 3.08 Maintenance of Office or Agency......................................... 11 SECTION 3.09 Appointment of Paying Agent............................................. 11 SECTION 3.10 Ownership by the Transferor of Trust Certificates....................... 12 SECTION 3.11 Trust Certificates Held by Trust, Transferor or Their Affiliates........ 12 ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS............................. 12
-i- NALT 2004-A Amended and Restated Trust Agreement TABLE OF CONTENTS (CONTINUED)
PAGE SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters................................................................. 12 SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters...... 13 SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy...................... 13 SECTION 4.04 Restrictions on Trust Certificateholders' Power......................... 13 SECTION 4.05 Majority Control........................................................ 14 ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES....................................... 14 SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account... 14 SECTION 5.02 Application of Trust Funds.............................................. 15 SECTION 5.03 Method of Payment....................................................... 17 SECTION 5.04 Accounting and Reports.................................................. 17 ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE............................................ 18 SECTION 6.01 General Authority....................................................... 18 SECTION 6.02 General Duties.......................................................... 18 SECTION 6.03 Action Upon Instruction................................................. 19 SECTION 6.04 No Duties Except as Specified........................................... 20 SECTION 6.05 No Action Unless Specifically Authorized................................ 20 SECTION 6.06 Restrictions............................................................ 20 ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE..................................................... 21 SECTION 7.01 Acceptance of Trusts and Duties......................................... 21 SECTION 7.02 Furnishing of Documents................................................. 22 SECTION 7.03 Representations and Warranties.......................................... 22 SECTION 7.04 Reliance; Advice of Counsel............................................. 23 SECTION 7.05 Not Acting in Individual Capacity....................................... 24 SECTION 7.06 Owner Trustee Not Liable for Trust Certificates......................... 24 SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes...................... 24 ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE.................................................... 24 SECTION 8.01 Owner Trustee's Compensation and Indemnification........................ 24 ARTICLE NINE TERMINATION OF TRUST AGREEMENT................................................... 25
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PAGE SECTION 9.01 Termination of Trust Agreement.......................................... 25 SECTION 9.02 [Reserved].............................................................. 26 SECTION 9.03 Purchase of the 2004-A SUBI Certificate; Repayment of the Trust Certificates............................................................ 26 ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES........................... 28 SECTION 10.01 Eligibility Requirements for Owner Trustee.............................. 28 SECTION 10.02 Resignation or Removal of Owner Trustee................................. 28 SECTION 10.03 Successor Owner Trustee................................................. 29 SECTION 10.04 Merger or Consolidation of Owner Trustee................................ 29 SECTION 10.05 Appointment of Co-Trustee or Separate Trustee........................... 30 ARTICLE ELEVEN TAX MATTERS...................................................................... 31 SECTION 11.01 Tax and Accounting Characterization..................................... 31 SECTION 11.02 Signature on Returns; Tax Matters Partner............................... 31 SECTION 11.03 Tax Reporting........................................................... 31 ARTICLE TWELVE MISCELLANEOUS.................................................................... 32 SECTION 12.01 Supplements and Amendments.............................................. 32 SECTION 12.02 No Legal Title to Owner Trust Estate.................................... 33 SECTION 12.03 Limitations on Rights of Others......................................... 33 SECTION 12.04 Notices................................................................. 34 SECTION 12.05 Severability............................................................ 34 SECTION 12.06 Counterparts............................................................ 34 SECTION 12.07 Successors and Assigns.................................................. 34 SECTION 12.08 No Petition............................................................. 34 SECTION 12.09 No Recourse............................................................. 35 SECTION 12.10 Headings................................................................ 35 SECTION 12.11 GOVERNING LAW........................................................... 35 SECTION 12.12 Trust Certificates Nonassessable and Fully Paid......................... 35 SECTION 12.13 Furnishing of Basic Documents........................................... 35
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PAGE Exhibit A - Form of Trust Certificate...................... A-1 Exhibit B - Form of Rule 144A Certificate.................. B-1 Exhibit C - Form of Form of Investment Letter.............. C-1
-iv- (NALT 2004-A Amended and Restated Trust Agreement) EX-10.8 12 a01146exv10w8.txt AMENDED TRUST AGREEMENT EXHIBIT 10.8 - -------------------------------------------------------------------------------- NISSAN MOTOR ACCEPTANCE CORPORATION, as Grantor and Beneficiary, U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee, NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator, and WILMINGTON TRUST COMPANY, as Delaware Trustee ------------------------------------ NILT TRUST AMENDED AND RESTATED TRUST AGREEMENT Dated as of March 1, 1999 ------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS AND INTERPRETIVE PROVISIONS Section 1.01. Definitions; Interpretive Provisions.......................................................... 1 ARTICLE TWO THE TRUST Section 2.01. General....................................................................................... 2 Section 2.02. Office........................................................................................ 2 Section 2.03. Purposes...................................................................................... 2 Section 2.04. Appointment of Trustee........................................................................ 3 Section 2.05. Capital Contribution to Trust Assets.......................................................... 3 Section 2.06. Declaration of Trust.......................................................................... 3 Section 2.07. Maintenance of Separate Existence; Prohibited Transactions.................................... 3 Section 2.08. Liability of Beneficiary...................................................................... 4 Section 2.09. Title to Trust Property....................................................................... 4 Section 2.10. Situs of Trust................................................................................ 4 Section 2.11. Representations and Warranties of the Beneficiary............................................. 5 Section 2.12. Beneficiary Payment Obligation................................................................ 6 Section 2.13. Beneficial Ownership.......................................................................... 6 Section 2.14. Restrictions on the Beneficiary's Power....................................................... 6 ARTICLE THREE PAYMENTS; TRUST ACCOUNTS Section 3.01. Payments from Trust Assets Only............................................................... 7 Section 3.02. Establishment of Trust Account................................................................ 7 Section 3.03. Distribution of Excess Trust Funds............................................................ 7 Section 3.04. No Segregation of Monies; No Interest......................................................... 8 Section 3.05. Accounting and Reports to the Beneficiary, IRS and Others..................................... 8 ARTICLE FOUR AUTHORITY AND DUTIES OF, AND ACTIONS BY, THE TRUSTEE Section 4.01. General Authority............................................................................. 9

Page ---- Section 4.02. General Duties................................................................................ 9 Section 4.03. Action Upon Instruction....................................................................... 9 Section 4.04. Action by Trustee with Respect to Bankruptcy.................................................. 10 Section 4.05. No Duties Except as Specified in this Agreement or in Instructions............................ 10 Section 4.06. No Action Except Under Specified Documents or Instructions.................................... 11 Section 4.07. Restrictions.................................................................................. 11 ARTICLE FIVE CONCERNING THE TRUSTEE Section 5.01. Acceptance of Trusts and Duties............................................................... 12 Section 5.02. Furnishing of Documents....................................................................... 13 Section 5.03. Representations and Warranties................................................................ 13 Section 5.04. Reliance; Advice of Counsel................................................................... 13 Section 5.05. Not Acting in Individual Capacity............................................................. 14 Section 5.06. Trustee Not Liable for Securities or Leases................................................... 14 Section 5.07. Trustee May Own Securities.................................................................... 14 ARTICLE SIX COMPENSATION OF TRUSTEE Section 6.01. Trustee's Fees and Expenses................................................................... 15 Section 6.02. Indemnification............................................................................... 15 ARTICLE SEVEN THE ADMINISTRATOR Section 7.01. Appointment of Administrator.................................................................. 16 Section 7.02. Duties of the Administrator................................................................... 16 Section 7.03. Non-Ministerial Matters....................................................................... 17 Section 7.04. Indemnification of Trustee.................................................................... 17 Section 7.05. Administrator's Fees and Expenses............................................................. 17 Section 7.06. Independence of Administrator................................................................. 17 Section 7.07. Other Activities of Administrator............................................................. 18 Section 7.08. Resignation and Removal of Administrator...................................................... 18 Section 7.09. No Joint Venture.............................................................................. 19 Section 7.10. Action Upon Termination, Resignation or Removal............................................... 19
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Page ---- ARTICLE EIGHT TERMINATION AND DISSOLUTION Section 8.01. Termination of Trust Agreement................................................................ 20 Section 8.02. Bankruptcy of Beneficiary..................................................................... 20 ARTICLE NINE SUCCESSOR AND ADDITIONAL TRUSTEES Section 9.01. Eligibility Requirements for Trustee.......................................................... 21 Section 9.02. Resignation or Removal of Trustee............................................................. 21 Section 9.03. Successor Trustee............................................................................. 22 Section 9.04. Merger or Consolidation of Trustee............................................................ 22 Section 9.05. Appointment of Co-Trustee or Separate Trustee................................................. 23 ARTICLE TEN MISCELLANEOUS Section 10.01. Amendments................................................................................... 25 Section 10.02. No Legal Title to Trust Assets in Beneficiary................................................ 26 Section 10.03. Limitations on Rights of Others.............................................................. 26 Section 10.04. Notices...................................................................................... 26 Section 10.05. Severability of Provisions................................................................... 26 Section 10.06. Counterparts................................................................................. 26 Section 10.07. Successors and Assigns....................................................................... 26 Section 10.08. No Petition.................................................................................. 27 Section 10.09. No Recourse.................................................................................. 27 Section 10.10. Headings..................................................................................... 27 Section 10.11. Governing Law................................................................................ 27 Section 10.12. Integration.................................................................................. 27
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Page ---- EXHIBITS Exhibit A -- Definitions ........................................................................... A-1 Exhibit B -- Form of Certificate of Trust........................................................... B-1 Exhibit C -- Form of Power of Attorney.............................................................. C-1
iv AMENDED AND RESTATED TRUST AGREEMENT This Amended and Restated Trust Agreement, dated as of March 1, 1999, is among Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as grantor and beneficiary (in such capacities, the "Grantor" and "Beneficiary", respectively), U.S. Bank Trust National Association, a national banking association, as trustee (the "Trustee"), NMAC, as administrator (in such capacity, the "Administrator"), and Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"). RECITALS WHEREAS, NILT Trust is a Delaware business trust created pursuant to (i) a trust agreement, dated as of July 7, 1998, among the Beneficiary, the Trustee and the Delaware Trustee (the "Original Trust Agreement") and (ii) a certificate of trust filed with the Secretary of State of the State of Delaware on July 7, 1998; and WHEREAS, the parties hereto desire to amend and restate the Original Trust Agreement in its entirety for the purpose of holding in trust various assets described herein. 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 hereby agree as follows: ARTICLE ONE DEFINITIONS AND INTERPRETIVE PROVISIONS Section 1.01. Definitions; Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) capitalized terms shall have the meanings ascribed thereto in Exhibit A, (ii) capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Origination Trust Agreement, (iii) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (iv) references to this Agreement include all Exhibits hereto, (v) 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, (vi) 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, (vii) the term "include" and all variations thereof shall mean "include without limitation", (viii) the term "or" shall include "and/or", (ix) the term "proceeds" shall have the meaning ascribed to such term in the UCC and (x) the phrase "Trustee on behalf of the Trust", or words of similar import, shall, to the extent required to effectuate the appointment of any co-trustee pursuant to Section 9.05, be deemed to refer to the Trustee (or such co-trustee) on behalf of the Trust. ARTICLE TWO THE TRUST Section 2.01. General. The Trust continued hereby shall be known as "NILT Trust", in which name the Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. Section 2.02. Office. The primary office of the Trust shall be in care of the Administrator at the Trust Office. The Trust shall also have an office at the address of the Trustee set forth in Section 10.04 and at any other location as the Trustee may designate from time to time by written notice to the Beneficiary and the Administrator. Section 2.03. Purposes. The purposes of the Trust are: (a) to execute, deliver, enter into and perform its obligations under the Relevant Documents to which it is a party or by which it is bound; (b) to acquire, own, hold and, as permitted under the Relevant Documents, dispose of or pledge beneficial interests in Nissan-Infiniti LT Trust Assets, including the UTI Certificate and any SUBI Certificate, and cause any Excess Trust Funds to be distributed to or upon the order of the Beneficiary; (c) subject to compliance with the Trust Documents, to engage in such activities as may be required to be taken by the UTI Beneficiary pursuant to the Origination Trust Documents, including, directing the allocation of Nissan-Infiniti LT Trust Assets to the UTI and one or more SUBIs and authorizing the issuance of the related UTI and SUBI Certificates, and such other activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith; (d) to engage in any of the other activities described or authorized in any Relevant Document or any document relating to a Nissan-Infiniti LT Securitized Financing; (e) subject to compliance with the Relevant Documents, to engage in such other activities as may be required in connection with the preservation of the Nissan-Infiniti LT Trust Assets and directing the making of distributions to or upon the order of Related Beneficiaries or any related Holder; and (f) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not engage in any activities other than in connection with the foregoing or other than as required or authorized by applicable law or the Relevant Documents. Nothing contained herein shall be deemed to authorize the Trustee, on behalf of the Trust, to engage in any business operations or any activities other than those set forth above. Additionally, the 2 Trustee shall have no discretionary duties other than performing those ministerial acts that are necessary to accomplish the purposes of the Trust as set forth in this Section. Section 2.04. Appointment of Trustee. The Beneficiary hereby confirms its appointment of the Trustee as trustee of the Trust effective as of the effective date of the Original Trust Agreement, to have all the rights, powers and duties set forth herein, and the Trustee hereby confirms its acceptance of such appointment. Section 2.05. Capital Contribution to Trust Assets. The Trustee hereby acknowledges receipt in trust from the Beneficiary, as of the date of the Original Trust Agreement, of $10.00, which shall constitute part of the initial Trust Assets. The Beneficiary shall pay the organizational expenses of the Trust as they may arise or shall, upon the request of the Trustee, promptly reimburse the Trustee for any such expenses paid by the Trustee. Section 2.06. Declaration of Trust. The Trustee hereby declares that it will hold the Trust Assets in trust upon and subject to the conditions set forth herein for the use and benefit of the Beneficiary, subject to the obligations of the Trust under the Relevant Documents to which it is a party. It is the intention of the parties hereto that the Trust constitute a business trust under the Delaware Act and that this Agreement constitute the governing instrument of such business trust. It is the intention of the parties hereto that to the extent permitted by applicable law, the Trust shall not constitute a separate entity for federal income, State income or franchise Tax purposes and that the Beneficiary shall be treated for such Tax purposes as if it owned the Trust Assets directly, rather than through the Trust and to treat the Trust and the Trust Assets accordingly. Effective as of the date hereof, the Trustee shall have all rights, powers and duties set forth herein and in the Delaware Act for the sole purpose and to the extent necessary to accomplish the purposes of the Trust set forth in Section 2.03. Section 2.07. Maintenance of Separate Existence; Prohibited Transactions. The Trust shall maintain operations separate and apart from those of the Beneficiary and its Affiliates. In furtherance of the maintenance of separate operations, and without limiting the foregoing sentence, the Trust and the Beneficiary shall act in accordance with the following: (a) The Trust shall act solely in its own name and shall not hold itself out as being an agent for the Beneficiary or any Affiliate thereof and, except as otherwise provided in the Relevant Documents, shall not represent to any third party that the credit or resources of the Beneficiary or any Affiliate thereof will be available to satisfy the liabilities or obligations of the Trust. (b) The Trust shall observe all customary business trust formalities, including keeping books and records and financial statements separate and apart from those of the Beneficiary and any Affiliate thereof and taking appropriate business trust actions at the appropriate times. (c) The Trust shall maintain a separate office location. (d) The Trust Assets shall be separately identified and segregated and shall not be commingled with those of the Beneficiary, except in the limited manner provided in the Trust Documents. All of the Trust Assets shall at all times be held by or on behalf 3 of the Trust, and, if held on behalf of the Trust by another entity, shall at all times be kept identifiable (in accordance with customary usage) as assets owned by the Trust. In no event shall any of the Trust Assets be held on behalf of or otherwise by the Beneficiary or any Affiliate thereof, except pursuant to the Relevant Documents. The Trust shall maintain its own bank accounts, payroll (if applicable) and separate books of account. (e) The Beneficiary shall have no right to: (i) revoke or terminate the Trust; (ii) commence any voluntary Proceeding with respect to the Trust under any United States federal or State bankruptcy or similar law without the prior written consent of the Trustee, each Holder and, if any Rated Securities are outstanding, each related Rating Agency; or (iii) direct the Trustee to take any action that would cause the Trustee to violate Section 4.07. (f) Any transaction between the Trust, on the one hand, and the Beneficiary or any Affiliate thereof, on the other hand, shall be conducted only on terms and conditions comparable to transactions on an arm's length basis with unaffiliated Persons. (g) Except as provided in the Relevant Documents, the Trust shall directly manage its own liabilities from its own funds, including paying its own operating expenses and reimbursing the Beneficiary or any Affiliate thereof, as the case may be. (h) The Trust shall not merge or consolidate with, or sell all or substantially all of the Trust Assets to any Person, except in accordance with the Relevant Documents and with the prior written consent of each Holder and each Rating Agency currently rating a Rated Security. Without limiting the generality of the foregoing, the Trustee shall not delegate any decision with regard to any merger, consolidation, sale of assets, the filing by the Trust of a voluntary petition for bankruptcy or consenting to the filing of an involuntary petition for bankruptcy against the Trust. Section 2.08. Liability of Beneficiary. The Beneficiary shall be entitled to the same limitation of personal liability with respect to the obligations of the Trust extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware, except as otherwise set forth in the Trust Documents. Section 2.09. Title to Trust Property. Legal title to all Trust Assets shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Assets to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Trustee, a co-trustee and/or a separate trustee, on behalf of the Trust, as the case may be. Section 2.10. Situs of Trust. The Trust will be located and administered in the States of California, Delaware or Illinois. All bank accounts maintained by the Trustee on behalf of the Trust shall be located in the States of California, Delaware, or Illinois. The Trust shall not have 4 any employees in any State other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in the States of California, Delaware or Illinois, and payments will be made by the Trust only from such States. Section 2.11. Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Trustee and the other parties hereto that: (i) The Beneficiary is duly organized and validly existing as a corporation organized and existing and in good standing under the laws of the State of California, with power and authority to (A) own its properties and to conduct its business as currently owned or conducted, (B) execute, deliver and perform this Agreement and any other document relating hereto to which it is a party and (C) perform its obligations hereunder and any other document relating hereto to which it is a party. (ii) The Beneficiary is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, except in jurisdictions in which the failure to so qualify would not have a material adverse effect on the ability of the Beneficiary to perform its obligations under this Agreement. (iii) The Beneficiary has the power and authority to execute, deliver and perform this Agreement, to carry out its terms and to sell and assign the property to be sold and assigned to and deposited with the Trustee on behalf of the Trust as part of the Trust Assets and has duly authorized such sale and assignment and deposit with the Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Beneficiary by all necessary corporate action. (iv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in the breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Beneficiary, or any indenture, agreement or other instrument to which the Beneficiary is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of the properties of the Beneficiary pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Trust Documents); nor violate any law or any order, rule or regulation applicable to the Beneficiary of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Beneficiary or its properties, which violation would have a material adverse effect on the ability of the Beneficiary to perform its obligations under this Agreement. (v) There are no Proceedings pending, or to knowledge of the Beneficiary threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Beneficiary: (A) asserting the invalidity of this Agreement or any other Trust Document; (B) seeking to prevent the 5 consummation of any of the transactions contemplated by this Agreement or any other Trust Document; or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Beneficiary of its obligations under, or the validity or enforceability of, this Agreement or any other Trust Document. Section 2.12. Beneficiary Payment Obligation. The Beneficiary shall be responsible for the payment of all fees and expenses of the Administrator, the Trust and the Trustee, including amounts paid in connection with any of their respective obligations under the Relevant Documents. Section 2.13. Beneficial Ownership. To the fullest extent permitted by law, the Beneficiary shall at all times retain sole ownership of the undivided beneficial interest in the Trust. In no event shall the Beneficiary voluntarily transfer, assign, hypothecate, sell, pledge or otherwise convey, in whole or in part, its beneficial interest in the Trust. Section 2.14. Restrictions on the Beneficiary's Power. The Beneficiary shall not direct the Trustee to take or to refrain from taking any action if such action or inaction would be inconsistent with or contrary to any obligation of the Trust or the Trustee under this Agreement or any other Trust Document or to the purpose of the Trust as set forth in Section 2.03. 6 ARTICLE THREE PAYMENTS; TRUST ACCOUNTS Section 3.01. Payments from Trust Assets Only. (a) Except as otherwise provided in this Agreement and the other Trust Documents, all payments, if any, to be made by the Trustee other than amounts owing by the Trustee arising from its willful misfeasance, bad faith or negligence, shall be made only from any then-available Trust Assets and only to the extent that the Trustee shall have received income or proceeds therefrom to make such payments in accordance with the terms hereof or thereof. (b) Except as otherwise provided in this Agreement and the other Trust Documents, all amounts payable to the Beneficiary shall be paid or caused to be paid by the Trustee to or for the account of the Beneficiary in immediately available funds by wire transfer. Section 3.02. Establishment of Trust Account. The Administrator shall establish and cause the Trustee to maintain (i) such trust accounts (each, a "Trust Account"), as necessary, for the benefit of the Beneficiary in which all of the cash capital of the Trust and all proceeds from the Trust Assets shall be deposited and (ii) such other trust accounts as are necessary or incidental to the Trust Accounts established pursuant to clause (i) above or as are specified in an amendment or supplement to this Agreement. Each Trust Account shall be a segregated depository or trust account established and maintained in the name of the Trust with an Eligible Institution. Except as provided in this Agreement and the other Trust Documents, the Beneficiary shall have no right to withdraw any funds from any Trust Account without the express written consent of the Trustee. The Trustee may authorize the Beneficiary to make deposits into and disbursements from any Trust Account in accordance with the terms and provisions of this Agreement and the other Trust Documents. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in any Trust Account and in the proceeds thereof. Except as otherwise provided herein, each Trust Account shall be under the sole dominion and control of the Trustee for the benefit of the Beneficiary. Section 3.03. Distribution of Excess Trust Funds. (a) Upon receipt of an Officer's Certificate of the Beneficiary specifying the amount of Excess Trust Funds and the amount of such Excess Trust Funds to be distributed, the Trustee shall distribute such Excess Trust Funds to or upon the order of the Beneficiary. (b) In the event that any withholding Tax is imposed on the Trust's payment (or allocations of income) to or upon the order of the Beneficiary, such Tax shall reduce the amount otherwise distributable to the Beneficiary in accordance with this Section. The Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Beneficiary sufficient funds for the payment of any Tax that is legally owed by the Trust (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate Proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such Proceedings). The amount of any withholding Tax imposed with respect to the Beneficiary shall be treated as cash distributed to the Beneficiary at the time it is withheld by the Trust and 7 remitted to the appropriate taxing authority. If the Trustee receives an opinion of counsel that withholding Tax is payable with respect to a distribution, the Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (b). Section 3.04. No Segregation of Monies; No Interest. Subject to Sections 3.02 and 3.03, monies received by the Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trustee shall not be liable for any interest thereon. Section 3.05. Accounting and Reports to the Beneficiary, IRS and Others. The Trustee shall deliver to the Beneficiary such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Beneficiary to prepare its federal and State income tax returns. Consistent with the characterization of the Trust as a disregarded entity for Tax purposes, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Trust or the Beneficiary shall receive the advice of its counsel or accountants that the Code requires such a filing or (ii) the IRS shall determine that the Trust is required to file such a return. In the event that the Trust is required to file Tax returns, the Administrator shall prepare or shall cause to be prepared any Tax returns required to be filed by the Trust and shall remit such returns to the Beneficiary at least five days before such returns are due to be filed. The Beneficiary, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by, or at the direction of, the Administrator with the appropriate Tax authorities. In no event shall the Trustee or the Beneficiary be liable for any liabilities, costs or expenses of the Trust arising out of the application of any Tax law for Taxes, except for any such liability, cost or expense attributable to any act or omission by the Trustee or the Beneficiary, as the case may be, in breach of its obligations under this Agreement. 8 ARTICLE FOUR AUTHORITY AND DUTIES OF, AND ACTIONS BY, THE TRUSTEE Section 4.01. General Authority. Subject to Sections 2.03 and 2.07, the Trustee is authorized and directed to execute and deliver the Relevant Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated thereby and any amendment or other agreement in such form as the Beneficiary shall approve, as evidenced conclusively by the Trustee's execution thereof. In addition to the foregoing, the Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Relevant Documents. The Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Trust Documents. Section 4.02. General Duties. Subject to Sections 2.03 and 2.07, the Trustee shall discharge (or cause to be discharged through the Administrator or such agents as shall be appointed with the consent of the Beneficiary) all of its responsibilities pursuant to the terms of this Agreement and the other Trust Documents to which the Trust is a party and to administer the Trust in the interest of the Beneficiary, in accordance with the provisions of this Agreement and the other Relevant Documents. Without limiting the foregoing, the Trustee shall on behalf of the Trust file and prove any claim or claims that may exist against the Beneficiary in connection with any claims-paying procedure as part of an insolvency or receivership Proceeding involving the Beneficiary. Notwithstanding the foregoing, the Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Trust Documents to the extent the Administrator has agreed herein to perform any act or to discharge any duty of the Trustee hereunder or under any other Trust Document, and the Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations hereunder. Section 4.03. Action Upon Instruction. (a) Subject to the provisions of Article Two and this Article, in accordance with the Trust Documents, the Beneficiary may, at any time, by written instruction direct the Trustee in the management of the Trust. (b) The Trustee shall not be required to take any action hereunder or under any other Trust Document if the Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or of any other Relevant Document or is otherwise contrary to law. (c) Subject to Section 4.07 and the Relevant Documents, the Trustee shall not have the power, except upon receipt of written directions of the Beneficiary, to (i) remove the Administrator pursuant to Section 7.08, (ii) appoint a successor Administrator pursuant to Section 7.08, (iii) remove the Servicer pursuant to the Servicing Agreement, (iv) initiate any claim, suit or Proceeding by the Trust or compromise any claim, suit or Proceeding brought by or against the Trust, (v) sell the Trust Assets or (vi) except as required by law, amend the Certificate of Trust. 9 (d) Whenever the Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Trust Document, the Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Beneficiary requesting instruction as to the course of action to be adopted, and, to the extent the Trustee acts in good faith in accordance with any written instruction of the Beneficiary received, the Trustee shall not be liable on account of such action to any Person. If the Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement and the other Trust Documents, as it shall deem to be in the best interests of the Beneficiary, and shall have no liability to any Person for such action or inaction. (e) In the event that the Trustee is unsure as to the application of any provision of this Agreement or any other Trust Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action that the Trustee is required to take with respect to a particular set of facts, the Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Beneficiary requesting instruction and, to the extent that the Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Trustee shall not be liable, on account of such action or inaction, to any Person. If the Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Trust Documents, as it shall deem to be in the best interests of the Beneficiary, and shall have no liability to any Person for such action or inaction. Section 4.04. Action by Trustee with Respect to Bankruptcy. The Trustee shall not have the power to commence a voluntary Proceeding with respect to the Trust under any United States federal or State bankruptcy or similar law without the prior written consent of each Holder and if any Rated Securities are outstanding, each related Rating Agency. Section 4.05. No Duties Except as Specified in this Agreement or in Instructions. The Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Trust Assets, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trustee is a party, except as expressly provided by this Agreement or in any document or written instruction received by the Trustee pursuant to Section 4.03; and no implied duties or obligations shall be read into this Agreement or any other Trust Document against the Trustee. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or Lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Trust Document. The Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Assets that result from actions by, or claims against, the Trustee that are not related to the ownership or the administration of the Trust Assets. 10 Section 4.06. No Action Except Under Specified Documents or Instructions. The Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Assets except in accordance with (i) the powers granted to and the authority conferred upon the Trustee pursuant to this Agreement, (ii) the other Trust Documents and (iii) any document or instruction delivered to the Trustee pursuant to Section 4.03. Section 4.07. Restrictions. The Trustee shall not take any action (i) that is inconsistent with or contrary to any obligation of the Trust or the Trustee under this Agreement or any other Trust Document or the purposes of the Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the Trustee, would result in the Trust's becoming taxable as a corporation for federal or State income tax purposes. 11 ARTICLE FIVE CONCERNING THE TRUSTEE Section 5.01. Acceptance of Trusts and Duties. The Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Assets upon the terms of this Agreement and the other Trust Documents. The Trustee shall not be answerable or accountable hereunder or under any other Trust Document under any circumstances, except (i) for its own willful misconduct or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 5.03 or (iii) as set forth in the last sentence of Section 4.05. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) the Trustee shall not be liable for any error of judgment made by a Responsible Officer in good faith; (b) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or the Beneficiary in accordance with this Agreement and the other Trust Documents; (c) no provision of this Agreement or any other Trust Document shall require the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Trust Document if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) under no circumstances shall the Trustee be liable for indebtedness evidenced by or arising under any of the Relevant Documents, including any amounts owed to any Holder or any holder of a Security issued in a Nissan-Infiniti LT Securitized Financing; (e) the Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by any other party hereto or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Assets, or for or in respect of the validity or sufficiency of the Trust Documents, and the Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, any holder of a Security issued in a Nissan-Infiniti LT Securitized Financing or the Beneficiary, other than as expressly provided for herein or expressly agreed to in the other Relevant Documents; (f) the Trustee shall not be liable for the default or misconduct of the Beneficiary, the Administrator, the Servicer, the Origination Trustee, any Indenture Trustee or any Owner Trustee under any Relevant Document or otherwise and the Trustee shall have no obligation to perform the obligations of the Trust under this Agreement or any Relevant Document, the Administrator hereunder or the Origination Trustee, the 12 Servicer, any Indenture Trustee or any Owner Trustee under any Relevant Document; and (g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Trust Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement or in any other Trust Document shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act. Section 5.02. Furnishing of Documents. The Trustee shall furnish to the Beneficiary promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Trustee under the Relevant Documents. Section 5.03. Representations and Warranties. The Trustee hereby represents and warrants to the Beneficiary and the other parties hereto that: (a) it is a national banking association duly organized and validly existing in good standing under the laws of the United States and has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (b) it has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and (c) neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Trust Assets resulting from actions by or claims against the Trustee individually which are unrelated to this Agreement or the other Trust Documents. Section 5.04. Reliance; Advice of Counsel. (a) The Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has 13 been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on an Officer's Certificate of the relevant party, as to such fact or matter and such Officer's Certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Trust Documents, the Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any other Trust Document. Section 5.05. Not Acting in Individual Capacity. Except as otherwise provided in this Article, in accepting the trusts hereby created, U.S. Bank Trust National Association acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Agreement or any other Trust Document shall look only to the Trust Assets for payment or satisfaction thereof. Section 5.06. Trustee Not Liable for Securities or Leases. The recitals contained herein shall be taken as the statements of the Beneficiary, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Agreement (except the representations and warranties in Section 5.03), any other Trust Document, any Certificate issued pursuant to the Origination Trust Agreement, any Security issued in connection with a Nissan-Infiniti LT Securitized Financing, any Origination Trust Document or of any Lease or related documents. The Trustee shall at no time have any responsibility or liability for or with respect to the (i) legality, validity and enforceability of any Lease, or the perfection and priority of any security interest created by any Lease in any Leased Vehicle or the maintenance of any such perfection and priority, (ii) for or with respect to the sufficiency of the Trust Assets or their ability to generate the payments to be distributed to the Beneficiary under this Agreement, (iii) the compliance by the Beneficiary with any warranty or representation made under any Relevant Document or in any related document or the accuracy of any such warranty or representation or (iv) any action of the Administrator taken in the name of the Trustee. Section 5.07. Trustee May Own Securities. The Trustee in its individual or any other capacity may become the owner or pledgee of any Certificate issued pursuant to the Origination Trust Agreement, any Security issued in connection with a Nissan-Infiniti LT Securitized Financing and may deal with the Beneficiary, the Administrator, Nissan-Infiniti LT, any Owner Trustee or Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Trustee. 14 ARTICLE SIX COMPENSATION OF TRUSTEE Section 6.01. Trustee's Fees and Expenses. The Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Beneficiary and the Trustee, and the Trustee shall be entitled to be reimbursed by the Beneficiary for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. Section 6.02. Indemnification. To the extent funds in cash or cash equivalents are unavailable from Trust Assets, the Beneficiary shall be liable as primary obligor for, and shall indemnify the Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, Taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by or asserted against the Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Trust Documents, the Trust Assets, the administration of the Trust Assets or the action or inaction of the Trustee hereunder, except only that the Beneficiary shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 5.01. The indemnities contained in this Section shall survive the resignation or termination of the Trustee or the termination of this Agreement. In the event of any claim or Proceeding for which indemnity will be sought pursuant to this Section, the Trustee's choice of legal counsel shall be subject to the approval of the Beneficiary, which approval shall not be unreasonably withheld. 15 ARTICLE SEVEN THE ADMINISTRATOR Section 7.01. Appointment of Administrator. The Trustee and the Beneficiary hereby appoint NMAC, and NMAC hereby accepts such appointment, as Administrator of certain duties of the Trust and the Trustee as set forth herein. Section 7.02. Duties of the Administrator. (a) The Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Trust or the Trustee, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Trust or the Trustee to prepare, file or deliver pursuant to the Trust Documents or Section 3.05, and at the request of the Trustee shall take all appropriate action that it is the duty of the Trust or the Trustee to take pursuant to the Trust Documents. In furtherance thereof, the Trustee shall, on behalf of itself and of the Trust, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit C hereto, appointing the Administrator the attorney-in-fact of the Trustee and the Trust for the purpose of executing on behalf of the Trustee and the Trust all such documents, reports, filings, instruments, certificates and opinions. Subject to Article Three, and in accordance with the directions of the Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Assets (including the Relevant Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Trustee and are reasonably within the capability of the Administrator. (b) Notwithstanding anything in this Agreement or the Trust Documents to the contrary, the Administrator shall be responsible for promptly notifying the Trustee in the event that any withholding Tax is imposed on the Trust's payments (or allocations of income) to the Beneficiary as contemplated in Section 3.03(b). Any such notice shall specify the amount of any withholding Tax required to be withheld by the Trustee pursuant to such provision. (c) Notwithstanding anything in this Agreement to the contrary, the Administrator shall be responsible for performance of the duties of the Trustee set forth in Section 3.05 (other than the execution of any documents executed in connection therewith). (d) The Administrator shall perform the duties of the Administrator specified in Section 9.02 required to be performed in connection with the resignation or removal of the Trustee, and any other duties expressly required to be performed by the Administrator pursuant to this Agreement. (e) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Trust at any time during normal business hours. 16 (f) The Administrator shall furnish to the Trust from time to time such additional information regarding the Trust Assets as the Trust shall reasonably request. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Administrator's opinion, no less favorable to the Trust than would be available from unaffiliated parties. Section 7.03. Non-Ministerial Matters. (a) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include (i) the initiation of any action, claim or Proceeding by the Trust and the compromise of any action, claim or Proceeding brought by or against the Trust; (ii) the amendment, change or modification of the Trust Documents; and (iii) appointment of a successor Administrator. (b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) take any action that the Trust directs the Administrator not to take or (ii) direct the Trustee to take any action that would cause the Trustee to violate Section 4.07. Section 7.04. Indemnification of Trustee. The Administrator will indemnify the Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Agreement. Section 7.05. Administrator's Fees and Expenses. The Administrator shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Beneficiary and the Administrator, and the Administrator shall be entitled to be reimbursed by the Beneficiary for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Administrator may employ in connection with the exercise and performance of its rights and its duties hereunder. Section 7.06. Independence of Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Trust or the Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Trust, the Administrator shall have no authority to act for or represent the Trust or the Trustee in any way and shall not otherwise be deemed an agent of the Trust or the Trustee. 17 Section 7.07. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person or entity even though such Person or entity may engage in business activities similar to those of the Trust, the Trustee or Nissan-Infiniti LT. Section 7.08. Resignation and Removal of Administrator. (a) The obligations of the Administrator pursuant to this Article shall continue until the dissolution of the Trust, upon which event such obligations will terminate. (b) Subject to Section 7.08(d), (i) the Administrator may resign its duties hereunder by providing the Trust with at least 60 days' prior written notice and (ii) the Trust may remove the Administrator without cause at any time. (c) Subject to Section 7.08(d), at the sole option of the Trust, the Administrator may be removed immediately upon written notice of termination from the Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Trust); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Trust and, if any Rated Securities are outstanding, each related Rating Agency, within seven days after the happening of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Trust and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. 18 (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 7.08(d) and 7.08(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement; provided however that this provision shall not apply at such times as the Origination Trustee shall be the successor Servicer. Section 7.09. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either the Trust or the Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. Section 7.10. Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 8.01(b) or the resignation or removal of the Administrator pursuant to Section 7.08(b) or (c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon the termination pursuant to Section 8.01(b) deliver to the Trust all property and documents of or relating to the Trust Assets then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 7.08(b) or (c), the Administrator shall cooperate with the Trust and take all reasonable steps requested to assist the Trust in making an orderly transfer of the duties of the Administrator. 19 ARTICLE EIGHT TERMINATION AND DISSOLUTION Section 8.01. Termination of Trust Agreement. (a) The Trust shall continue in full force and effect until the termination of Nissan-Infiniti LT in accordance with the Relevant Documents, including the payment to each Holder, or its designee, of all amounts required to be paid to it pursuant to the Origination Trust Agreement and the related Certificates and the expiration or termination of all Nissan-Infiniti LT Securitized Financings by their respective terms. (b) Upon occurrence of the events described in Section 8.01(a) the Trust shall dissolve and, after satisfaction of all obligations to creditors, if any, of the Trust, the Trustee shall (i) distribute the Trust Assets to the Beneficiary or its designee and (ii) file or cause to be filed a certificate of cancellation with the Delaware Secretary of State pursuant to Section 3810(d) of the Delaware Act. Upon the filing described in clause (ii), this Agreement shall terminate, the Trust shall terminate and the Trustee shall be discharged from all duties and obligations hereunder. (c) The Beneficiary shall not be entitled to revoke or terminate the Trust. Section 8.02. Bankruptcy of Beneficiary. The bankruptcy, liquidation or dissolution of the Beneficiary shall not (i) operate to terminate or revoke this Agreement or the Trust, (ii) entitle such Beneficiary's legal representatives or heirs to claim an accounting or to take any Proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Assets or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. 20 ARTICLE NINE SUCCESSOR AND ADDITIONAL TRUSTEES Section 9.01. Eligibility Requirements for Trustee. (a) Except as otherwise provided in this Agreement, the Trustee shall at all times: (i) be a corporation organized under the laws of the United States or any State (which corporation shall not be the Beneficiary or any Affiliate thereof); (ii) be authorized to exercise corporate trust powers; (iii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities; and (iv) have (or have a parent that has) a rating of at least Baa3 by Moody's (if Moody's is a Rating Agency) and A-1 by Standard & Poor's (if Standard & Poor's is a Rating Agency). If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.02. (b) In the event the Trustee complies with Section 9.01(a) but has its principal place of business outside of the State of Delaware, then there shall at all times be a co-trustee appointed to act as the Delaware Trustee pursuant to Section 3807 of the Delaware Act. The Delaware Trustee shall serve as such for the sole purpose of satisfying the requirement of Section 3807 of the Delaware Act that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Trustee. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) or liabilities relating thereto to the Trust, it is hereby understood and agreed by the parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement. Section 9.02. Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the Beneficiary. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or the Beneficiary may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or 21 a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Trustee. If the Administrator shall remove the Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each Rating Agency. Section 9.03. Successor Trustee. Any successor Trustee appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Trustee. The predecessor Trustee shall, upon payment of its fees and expenses, deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 9.01. If any Rated Securities are outstanding at the time a successor Trustee accepts its appointment as such pursuant to this Section, the Administrator shall mail notice thereof to each related Rating Agency. If the Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Administrator. The successor Trustee shall file an amendment to the Certificate of Trust with the Delaware Secretary of State identifying the name and principal place of business in the State of Delaware, if applicable, of such successor Trustee. Section 9.04. Merger or Consolidation of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall be eligible pursuant to 22 Section 9.01 and, provided, further, that the Trustee shall mail notice of such merger or consolidation to each Rating Agency. Section 9.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Assets may at the time be located, the Administrator and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Trustee to act as co-trustee, jointly with the Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Assets, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. With the exception of the Delaware Trustee, no co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trustee pursuant to Section 9.01, except that each such co-trustee or separate trustee shall have (or have a parent that has) a rating of at least Baa3 by Moody's (if Moody's is a Rating Agency) and A-1 by Standard & Poor's (if Standard & Poor's is a Rating Agency), and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 9.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided 23 therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee. 24 ARTICLE TEN MISCELLANEOUS Section 10.01. Amendments. (a) This Agreement may be amended by the parties hereto to cure any ambiguity, to correct or supplement any provisions in this Agreement or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement; provided, however, that (i) the parties hereto may not modify the purposes and restrictions of the Trust set forth in Sections 2.03 and 2.07 or amend the termination provisions set forth in Article Eight and (ii) any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Holder. (b) This Agreement may also be amended from time to time by the parties hereto with the prior written consent of each Holder (which consent shall be conclusive and binding on such Holder and all future Holders of any Certificate) and subject to satisfaction of the Rating Agency Condition, for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of this Agreement. (c) Prior to the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Administrator, each Holder and, if any Rated Securities are outstanding, each related Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Trustee shall furnish written notification of the substance of such amendment or consent to the Administrator, each Holder and, if any Rated Securities are outstanding, each related Rating Agency. It shall not be necessary for the consent of the Holders or any Rating Agency pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Holders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Holders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Trustee shall cause the filing of such amendment with the Delaware Secretary of State. (f) In connection with the execution of any amendment to this Agreement or any other Trust Document to which the Trust is a party and for which amendment the Trustee's consent is sought, the Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Trust Documents and that all conditions precedent in the Trust Documents for the execution and delivery thereof by the Trust or the Trustee, as the case may be, have been satisfied. The Trustee may, but shall not be obligated to, enter into any such amendment that affects the Trustee's own rights, duties or immunities under this Agreement or otherwise. 25 Section 10.02. No Legal Title to Trust Assets in Beneficiary. The Beneficiary shall not have legal title to any part of the Trust Assets. The Beneficiary shall be entitled to receive distributions with respect to its undivided ownership interest therein only in accordance with Articles Three and Eight. No transfer, by operation of law or otherwise, of any right, title or interest of the Beneficiary to and in its ownership interest in the Trust Assets shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Assets. Section 10.03. Limitations on Rights of Others. Except for Section 2.09, the provisions of this Agreement are solely for the benefit of the Trustee and the Beneficiary and to the extent expressly provided herein, the Administrator and the Delaware Trustee, and nothing in this Agreement (other than Section 2.09), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Assets or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Section 10.04. Notices. All demands, notices and communications under this Agreement shall be in writing personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt in the case of (a) the Trustee, at 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601; (b) the Beneficiary, at 990 West 190th Street, Torrance, California 90502, Attention: Treasurer; (c) the Administrator, at 990 West 190th Street, Torrance California 90502, Attention: Treasurer; (d) the Delaware Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890; (e) Standard & Poor's if Standard & Poor's is a Rating Agency, at 25 Broadway, New York, New York 10004, Attention: Asset Backed Surveillance Group; (f) Moody's if Moody's is a Rating Agency, at 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department; (g) a Holder, at the address set forth in the Certificate Register as provided in Section 3.05 of the Origination Trust Agreement; or (h) as to each party, at such other address as shall be designated by such party in a written notice to each other party. Delivery shall occur only upon actual receipt or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Section 10.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 10.06. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the parties hereto and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Beneficiary shall bind the successors and assigns of the Beneficiary. Notwithstanding the foregoing, the Trustee may not assign or delegate any of 26 its rights or obligations under this Agreement, except as provided herein without the consent of the Beneficiary. Section 10.08. No Petition. (a) Each of the Beneficiary and the Administrator will not at any time institute against the Trust any bankruptcy Proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to this Agreement or any Trust Document. (b) Each of the Trustee and Delaware Trustee, by entering into this Agreement, hereby covenants and agrees that they will not at any time institute against the Beneficiary, the Administrator or the Trust, or join in any institution against the Beneficiary, the Administrator or the Trust of, any bankruptcy Proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to this Agreement or any Trust Document; provided, however, that upon receipt of the written consent of each Holder and, if any Rated Securities are outstanding, each related Rating Agency, each of the Trustee and the Delaware Trust may file such a Proceeding against the Trust. Section 10.09. No Recourse. The Beneficiary by entering into this Agreement acknowledges that it holds a beneficial interest in the Trust only and not interests in or obligations of the Beneficiary, the Administrator, the Trustee, the Delaware Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement or the other Trust Documents. Section 10.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 10.11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 10.12. Integration. This Agreement represents the agreement of the Beneficiary and the other parties hereto with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Beneficiary or the parties hereto relating to the subject matter hereof not expressly set forth or referred to herein. 27 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. NISSAN MOTOR ACCEPTANCE CORPORATION, as Grantor and Beneficiary By: /s/ Tomoaki Shimazu ------------------- Name: Tomoaki Shimazu Title: Vice President, Finance and Corporate Planning NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator By: /s/ Tomoaki Shimazu ------------------- Name: Tomoaki Shimazu Title: Vice President, Finance and Corporate Planning U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Patricia M. Child --------------------- Name: Patricia M. Child Title: Vice President WILMINGTON TRUST COMPANY, as Delaware Trustee By: /s/ Charlotte Paglia -------------------- Name: Charlotte Paglia Title: Financial Services Officer 28 EXHIBIT A DEFINITIONS "Administrator" means NMAC in its capacity as administrator of the Trust pursuant to the Agreement. "Agreement" means the Amended and Restated Trust Agreement, as the same may be amended, restated or supplemented from time to time. "Beneficiary" means NMAC, the holder of the undivided beneficial interest in the Trust. "Capital Contribution" means any capital contribution to the Trust made by the Beneficiary or any of its Affiliates. "Certificate of Trust" means the certificate of trust for the Trust, substantially in the form of Exhibit B to the Agreement, filed for the Trust with the office of the Delaware Secretary of State pursuant to Section 3810 of the Delaware Act, as supplemented, amended or restated from time to time. "Commission" means the Securities and Exchange Commission, and its successors. "Co-Trustee Agreement" means any instrument or agreement pursuant to which the Trustee and the Beneficiary appoint a co-trustee pursuant to Section 9.05 of the Agreement. "Delaware Act" means the Delaware Business Trust Act, specifically, the provisions of 12 Del. C. Section 3801 et seq., as amended. "Delaware Co-Trustee Agreement" means the Co-Trustee Agreement, dated as of July 7, 1998, among the Grantor and Beneficiary, the Trustee and the Delaware Trustee, as amended, restated or supplemented from time to time. "Delaware Secretary of State" means the Secretary of State of the State of Delaware. "Delaware Trustee" means the trustee meeting the requirements of Section 3807 of the Delaware Act and designated in the Certificate of Trust, and its successors, in such capacity as set forth in the Certificate of Trust and the Delaware Co-Trustee Agreement, and shall initially be Wilmington Trust Company. "Eligible Institution" means a depository institution or trust company that (i) is organized under the laws of the United States or any State and (ii) has the Required Deposit Rating. "Excess Trust Funds" means, for purposes of the calculation set forth in Section 3.04(c) of the Origination Trust Agreement at a time when the Trust is the UTI Beneficiary, the amount on deposit in the Trust Accounts or otherwise owned by the Trust which, combined with all other Trust Assets other than the UTI Certificate (and any related SUBI Certificate, to the extent required by a related Supplement), exceeds the lesser of (i) 5% of the net Capital Contributions A-1 then made by the Trust, as UTI Beneficiary, to the UTI, and any SUBI to the extent required by a related Supplement, and (ii) $100,000,000. "Expenses" has the meaning set forth in Section 6.02 of the Agreement. "Grantor" means NMAC, in its capacity as a grantor of the Trust. "Indemnified Parties" has the meaning set forth in Section 6.02 of the Agreement. "Indenture Trustee" means the indenture trustee of any indenture entered into by a Special Purpose Affiliate and a Nissan-Infiniti LT Securitized Financing Trust in connection with a Nissan-Infiniti LT Securitized Financing. "IRS" means the Internal Revenue Service, and its successors. "Moody's" means Moody's Investors Service, Inc., and its successors. "Nissan-Infiniti LT" means Nissan-Infiniti LT, the Delaware business trust, formed and continued by the Origination Trust Agreement. "Nissan-Infiniti LT Beneficiary" means Nissan-Infiniti LT, the Beneficiary or any of their respective Affiliates. "Nissan-Infiniti LT Securitized Financing" means any (i) financing transaction undertaken by or on behalf of a Nissan-Infiniti LT Beneficiary or a Special Purpose Affiliate that is secured, directly or indirectly, by Nissan-Infiniti Trust Assets or the UTI, a SUBI or any interest therein and any financing undertaken in connection with the issuance, pledge or assignment of the UTI or a SUBI and the related UTI Certificate or SUBI Certificate, as the case may be, (ii) sale, lease or other transfer by a Nissan-Infiniti LT Beneficiary or a Special Purpose Affiliate of an interest in the UTI or a SUBI or (iii) other asset securitization, secured loan or similar transaction involving Nissan-Infiniti Trust Assets or any beneficial interest therein or in Nissan-Infiniti LT. "Nissan-Infiniti LT Securitized Financing Trust" means any trust formed pursuant to a trust agreement entered into by a Special Purpose Affiliate in connection with a Nissan-Infiniti LT Securitized Financing. "Nissan-Infiniti LT Trust Assets" means beneficial interests in "Trust Assets," as such term is defined in the Origination Trust Agreement. "NMAC" means Nissan Motor Acceptance Corporation, a California corporation, and its permitted successors and assigns. "Opinion of Counsel" means a written opinion of counsel who may be counsel for the Beneficiary or any of its Affiliates (including, in each such case, in-house counsel), which counsel, in the case of opinions delivered to the Trustee, shall be reasonably satisfactory to the Trustee. A-2 "Original Trust Agreement" has the meaning set forth in the Recitals. "Origination Trust Agreement" means that certain trust agreement, dated as of July 7, 1998, among the Trust, NILT, Inc. and Wilmington Trust Company, as amended and restated by the amended and restated trust agreement, dated as of August 26, 1998, among the Trust, NMAC, NILT, Inc., Wilmington Trust Company and U.S. Bank National Association, as such agreement may be amended, restated and supplemented from time to time. "Origination Trust Documents" means the Origination Trust Agreement and all agreements executed in connection therewith and with any Nissan-Infiniti LT Securitized Financing. "Origination Trustee" means NILT, Inc., a Delaware corporation, and its permitted successor and assigns, in its capacity as trustee of Nissan-Infiniti LT. "Owner Trustee" means the trustee of any Nissan-Infiniti LT Securitized Financing Trust. "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have been given ten Business Days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof and that each Rating Agency shall have notified the Beneficiary in writing that such action will not result in a Ratings Effect. "Relevant Documents" means the Trust Documents and the Origination Trust Documents. "Responsible Officer" means, when used with respect to the Trustee, the corporate trust office of the Trustee, including any president, vice president, assistant vice president, trust officer, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of or familiarity with the particular subject. "Special Purpose Affiliate" means a special purpose entity that is an Affiliate of a Nissan-Infiniti LT Beneficiary and was created for the purpose of one or more Nissan-Infiniti LT Securitized Financings. "Standard & Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and its successors. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code; references herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. "Trust" means NILT Trust, the Delaware business trust established by the Agreement. "Trust Account" means any Trust Account established pursuant to Section 3.02 of the Agreement. A-3 "Trust Assets" means: (i) cash; (ii) the UTI Certificate; (iii) all such other assets as may be acquired by the Trust from time to time; and (iv) all proceeds of the items described in clauses (i) through (iii). "Trust Documents" means the Agreement, any Co-Trustee Agreement and the Certificate of Trust. "Trustee" means U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as trustee under the Agreement, and any successor Trustee hereunder. "Trust Office" means the principal office of the Trust, which initially shall be 990 West 190th Street, Torrance, California 90502. "UTI Beneficiary" means the Trust in its capacity as Holder of the UTI Certificate pursuant to the Origination Trust Agreement. "UTI Certificate" means the Certificate evidencing the 100% beneficial ownership interest in the undivided trust interest of Nissan-Infiniti LT. A-4 EXHIBIT B CERTIFICATE OF TRUST OF NILT TRUST This Certificate of Trust of NILT Trust (the "Trust"), is being duly executed and filed by Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, and U.S. Bank Trust National Association, a national banking association, as managing trustee, to form a business trust under the Delaware Business Trust Act (12 Del. Code, Section 3801 et seq.) (the "Act"). 1. Name. The name of the business trust formed hereby is NILT Trust. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. 3. Effective Date. This Certificate of Trust shall be effective upon its filing with the Delaware Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust in accordance with Section 3811(a) of the Act. WILMINGTON TRUST COMPANY, as Trustee By: ________________________________________ Name: Title: U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: ________________________________________ Name: Title: B-1 EXHIBIT C POWER OF ATTORNEY STATE OF __________ ] ] COUNTY OF _________ ] KNOW ALL MEN BY THESE PRESENTS, that U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as trustee (the "Trustee") for NILT Trust (the "Trust"), does hereby make, constitute and appoint Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as administrator under the trust agreement, dated as of July 7, 1998, as amended and restated as of _______, 1999 (the "Trust Agreement"), among NMAC, U.S. Bank Trust National Association and Wilmington Trust Company as the same may be amended from time to time, and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Trustee or the Trust any and all such documents, reports, filings, instruments, certificates and opinions as it should be the duty of the Trustee or the Trust to prepare, file or deliver pursuant to the Trust Documents, or pursuant to Section 4.01 of the Trust Agreement, including, without limitation, to appear for and represent the Trustee and the Trust in connection with the preparation, filing and audit of federal, State and local tax returns pertaining to the Trust, if any, and with full power to perform any and all acts associated with such returns and audits, if any, that the Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. All powers of attorney for this purpose heretofore filed or executed by the Trustee are hereby revoked. Capitalized terms that are used and not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement. EXECUTED this ___ day of _____________, 1999. U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee ________________________________________ Name: Title: C-1 EX-10.9 13 a01146exv10w9.txt FORM OF TRUST ADMINISTRATION AGREEMENT Exhibit 10.9 - -------------------------------------------------------------------------------- NISSAN AUTO LEASE TRUST 2004-A, NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent, NISSAN AUTO LEASING LLC II, as Transferor, and U.S. Bank National Association, as Indenture Trustee ----------------------------- TRUST ADMINISTRATION AGREEMENT Dated as of _________, 2004 ----------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS
PAGE 1.01 Capitalized Terms; Interpretive Provisions...................................... 1 1.02 Duties of the Administrative Agent.............................................. 1 1.03 Records......................................................................... 6 1.04 Compensation.................................................................... 6 1.05 Additional Information to be Furnished to the Trust............................. 6 1.06 Independence of the Administrative Agent........................................ 6 1.07 No Joint Venture................................................................ 7 1.08 Other Activities of Administrative Agent........................................ 7 1.09 Term of Agreement; Resignation and Removal of Administrative Agent.............. 7 1.10 Action Upon Termination, Resignation or Removal................................. 8 1.11 Notices......................................................................... 8 1.12 Amendments...................................................................... 9 1.13 Successors and Assigns.......................................................... 9 1.14 Governing Law................................................................... 9 1.15 Headings........................................................................ 10 1.16 Counterparts.................................................................... 10 1.17 Severability.................................................................... 10 1.18 Limitation of Liability of Owner Trustee and Indenture Trustee.................. 10 1.19 Third-Party Beneficiary......................................................... 10
-i- TRUST ADMINISTRATION AGREEMENT This Trust Administration Agreement (this "Agreement"), dated as of _________, 2004, is among Nissan Auto Lease Trust 2004-A, a Delaware statutory trust (the "Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as administrative agent (in such capacity, the "Administrative Agent"), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferor (the "Transferor"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as indenture trustee (the "Indenture Trustee"). RECITALS WHEREAS, the Trust was formed pursuant to a trust agreement, dated as of _________, 2004, as amended and restated as of _________, 2004 (the "Trust Agreement"), between the Transferor and Wilmington Trust Company, as trustee (the "Owner Trustee"); and WHEREAS, the parties desire to enter into this agreement to provide for, among other things, the Administrative Agent's provision of certain services to the Trust and the Owner Trustee. 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: 1.01 Capitalized Terms; Interpretive Provisions. (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among the Trust, as issuer (the "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"), NMAC, in its individual capacity, as Administrative Agent and as servicer (in such capacity, the "Servicer"), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust Company, as Owner Trustee and Delaware trustee (in such capacity, the "Delaware Trustee") and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the "Trust Agent"). (b) 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" and (iv) the term "or" shall include "and/or". 1.02 Duties of the Administrative Agent. Trust Administration Agreement 1 (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Trust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Transferor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iii) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02); (iv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (v) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (vi) the obtaining and preservation of the Trust's qualifications to do business (Section 3.04); (vii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05); (viii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual Trust Administration Agreement 2 delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (ix) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Trust has contracted to perform its duties under the Indenture (Section 3.07(b)); (x) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2004-A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (xi) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11); (xii) the delivery of prior written notice to each Rating Agency of the Issuer's consolidation or merger with or into any other Person (Section 3.15(a)); (xiii) the delivery of prior written notice to each Rating Agency of the Issuer's conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b)); (xiv) the preparation and obtaining of documents and instruments required for the release of the Trust from its obligations under the Indenture (Section 4.01); (xv) the monitoring of the Trust's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (xvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10); (xviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xix) the furnishing of certain reports with the Indenture Trustee (Section 7.03); (xx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05); Trust Administration Agreement 3 (xxi) the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06); (xxii) the preparation of Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.01 and 9.02); (xxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05); (xxiv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (xxv) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b)); (xxvi) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b)); (xxvii) the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and (xxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11). (b) The Administrative Agent shall: (i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. (c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Trust or the Owner Trust Administration Agreement 4 Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent. (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Trust's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns. (f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder. (g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. (h) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Administrative Agent's opinion, no less favorable to the Trust than would be available from unaffiliated parties. (i) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (i) amendment of or any supplement to the Indenture; Trust Administration Agreement 5 (ii) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust (other than in connection with the collection of the Leases); (iii) the amendment, change or modification of the Related Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; (v) the removal of the Indenture Trustee; and (vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate Cap Agreement and the notification of the Interest Rate Cap Counterparty of any proposed amendment or supplement to any of the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders. 1.03 Records. The Administrative Agent shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Trust and the Transferor at any time during normal business hours. 1.04 Compensation. As compensation for the performance of the Administrative Agent's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrative Agent shall be entitled to an annual payment of compensation which shall be solely an obligation of the Servicer. 1.05 Additional Information to be Furnished to the Trust. The Administrative Agent shall furnish to the Trust from time to time such additional information regarding the Collateral as the Trust shall reasonably request. 1.06 Independence of the Administrative Agent. For all purposes of this Agreement, the Administrative Agent shall be an independent contractor and shall not be subject to the supervision of the Trust or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Trust, the Administrative Agent shall have no authority to act for or represent the Trust or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Trust or the Owner Trustee. Trust Administration Agreement 6 1.07 No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrative Agent and either of the Trust or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 1.08 Other Activities of Administrative Agent. Nothing herein shall prevent the Administrative Agent or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrative Agent for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Trust, the Owner Trustee or the Indenture Trustee. 1.09 Term of Agreement; Resignation and Removal of Administrative Agent. This Agreement shall continue in force until the dissolution of the Trust, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(e), the Administrative Agent may resign its duties hereunder by providing the Trust with at least 60 days' prior written notice. (b) Subject to Section 1.09(e), the Trust may remove the Administrative Agent without cause by providing the Administrative Agent with at least 60 days' prior written notice. (c) Subject to Section 1.09(e), at the sole option of the Trust, the Administrative Agent may be removed immediately upon written notice of termination from the Trust to the Administrative Agent if any of the following events shall occur: (i) the Administrative Agent shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Trust); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Administrative Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Administrative Agent and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrative Agent of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrative Agent to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial part of its property or the making by the Administrative Agent of an assignment for the benefit of Trust Administration Agreement 7 creditors or the failure by the Administrative Agent generally to pay its debts as such debts become due or the taking of corporate action by the Administrative Agent in furtherance of any of the foregoing. The Administrative Agent agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Trust and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrative Agent pursuant to this Section shall be effective until (i) a successor Administrative Agent shall have been appointed by the Trust and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder. (e) The appointment of any successor Administrative Agent shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(e), the Administrative Agent acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrative Agent shall immediately resign and such successor Servicer shall automatically become the Administrative Agent under this Agreement; provided, however, that this paragraph shall not apply at such times as the Titling Trustee shall be the successor Servicer. 1.10 Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 1.09 or the resignation or removal of the Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the Administrative Agent shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrative Agent shall forthwith upon such termination pursuant to the first sentence of Section 1.09 deliver to the Trust all property and documents representing or relating to the Collateral then in the custody of the Administrative Agent. In the event of the resignation or removal of the Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the Administrative Agent shall cooperate with the Trust and take all reasonable steps requested to assist the Trust in making an orderly transfer of the duties of the Administrative Agent. 1.11 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Trust or the Administrative Agent, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Owner Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration]; (iii) if to the Indenture Trustee, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60601 (telecopier no. (312) 836-6701); (iv) if to Moody's, to Moody's Investors Service, 99 Church Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor's, to Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Trust Administration Agreement 8 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Surveillance Group; (v) if to Fitch, Inc., to Fitch, Inc. One State Street Plaza, New York New York 10004, (telecopier no. (212) 480-4438), Attention: Romaana Zia, or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. 1.12 Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Securityholders; provided, that such amendment will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any Noteholder or Trust Certificateholder. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and the holders of Notes evidencing at least a majority of the Outstanding Amount and the holders of Trust Certificates evidencing at least a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Securityholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 2004-A Leases or distributions that are required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes and Trust Certificates. Notwithstanding the foregoing, the Administrative Agent may not amend this Agreement without the permission of the Transferor, which permission shall not be unreasonably withheld. 1.13 Successors and Assigns. This Agreement may not be assigned by the Administrative Agent unless such assignment is previously consented to in writing by the Trust and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrative Agent is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrative Agent without the consent of the Trust or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrative Agent; provided, that such successor organization executes and delivers to the Trust, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrative Agent is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 1.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York). Trust Administration Agreement 9 1.15 Headings. The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 1.16 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 1.17 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 1.18 Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Company in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by U.S. Bank as Indenture Trustee and in no event shall U.S. Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Trust. 1.19 Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. Trust Administration Agreement 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. NISSAN AUTO LEASE TRUST 2004-A, as Trust By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: _________________________________________ Name: Title: NISSAN AUTO LEASING LLC II, as Transferor By: _____________________________________________ Name: Joji Tagawa Title: Treasurer U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: _____________________________________________ Name: Title: NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent By: _____________________________________________ Name: Steven R. Lambert Title: President Trust Administration Agreement 1 EX-10.10 14 a01146exv10w10.txt FORM OF BACK-UP SECURITY AGREEMENT Exhibit 10.10 - -------------------------------------------------------------------------------- NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 2004-A, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee ------------------------------ BACK-UP SECURITY AGREEMENT Dated as of _________, 2004 ------------------------------ - -------------------------------------------------------------------------------- ARTICLE I DEFINITIONS 1.01 Definitions..................................................... 2 1.02 Interpretive Provisions......................................... 2 ARTICLE II SECURITY INTEREST 2.01 Grant of Security Interest...................................... 2 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........................... 3 2.06 Back-Up Rights of Indenture Trustee............................. 4 ARTICLE III MISCELLANEOUS 3.01 Amendments...................................................... 4 3.02 Governing Law................................................... 4 3.03 Severability of Provisions...................................... 4 3.04 Counterparts.................................................... 4 3.05 Successors and Assigns.......................................... 4 3.06 Further Assurances.............................................. 4 3.07 Limitation of Liability of Owner Trustee........................ 4 3.08 Notices......................................................... 5

i BACK-UP SECURITY AGREEMENT This Back-Up Security Agreement, dated as of _________, 2004, 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 2004-A, a Delaware statutory trust (the "Trust"), and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Indenture Trustee") under the Indenture, dated as of _________, 2004 (the "Indenture"), between the Trust and the Indenture Trustee. RECITALS WHEREAS, NILT Trust, as Grantor and UTI Beneficiary, NMAC, as Servicer, Wilmington Trust Company, as Delaware Trustee, NILT, Inc., as Trustee, and U.S. Bank, as 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 a 2004-A SUBI Supplement, dated as of _________, 2004 (together with the Titling Trust Agreement, the "SUBI Trust Agreement"), to establish a special unit of beneficial interest, the "2004-A SUBI" ("2004-A SUBI"); WHEREAS, in connection with the SUBI Trust Agreement a separate portfolio of leases (the "2004-A Leases"), the vehicles that are leased under the 2004-A Leases (the "2004-A Vehicles"), and certain other related Trust Assets have been allocated to the 2004-A SUBI; WHEREAS, the Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2004-A SUBI (the "2004-A SUBI Certificate") to NILT Trust; WHEREAS, the Trust was formed pursuant to a trust agreement, dated as of _________, 2004, as amended and restated as of _________, 2004 (the "Trust Agreement"), between NALL II and Wilmington Trust Company, as Owner Trustee; WHEREAS, pursuant to the SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "SUBI Certificate Transfer Agreement"), between NILT Trust and NALL II, NILT Trust has transferred and assigned to NALL II, without recourse, all of NILT Trust's right, title and interest in the 2004-A SUBI Certificate; WHEREAS, pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "Trust SUBI Certificate Transfer Agreement"), between NALL II, as transferor (the "Transferor") and the Trust, as transferee, the Transferor has transferred and assigned to the Trust, without recourse, all of the Transferor's right, title and interest in the 2004-A SUBI Certificate; Back-Up Security Agreement WHEREAS, pursuant to the Indenture, the Trust has granted a security interest in the 2004-A 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 2004-A 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 2004-A SUBI Assets or any interest therein (rather than by the 2004-A SUBI Certificate), each of NMAC, the Titling Trust, NILT Trust, the Transferor and the Trust 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 meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among the Trust, as issuer (the "Issuer"), NILT Trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), the Titling Trust, NMAC, in its individual capacity, as servicer and as administrative agent (in such capacity, the "Servicer" and the "Administrative Agent," respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "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 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. ARTICLE II SECURITY INTEREST 2.01 Grant of Security Interest. Back-Up Security Agreement 2 (a) Each of NMAC, the Titling Trust, NILT Trust, the Transferor and the Trust 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 (the "Collateral"): (i) a 100% beneficial interest in (A) all rights under the 2004-A Leases; (B) to the extent permitted by applicable law, the 2004-A Vehicles; (C) all other 2004-A SUBI Assets, including the 2004-A SUBI Collection Account, and (D) all proceeds of the items described in (i) (A), (B) and (C), including insurance payable by reason of loss or damage to the 2004-A Vehicles to the extent not applied to making repairs to the related 2004-A 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; (iii) all rights and benefits under the Interest Rate Cap Agreement; and (iv) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property or other property consisting of, arising from or related to the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, (ii) the payment of all other sums payable under the Indenture and (iii) compliance with the provisions of the Indenture. (b) The Indenture Trustee acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties' rights in and to the Collateral and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. The Indenture Trustee also acknowledges that it shall have no claim to any proceeds or assets of the Titling Trust or to any of the Trust Assets other than the 2004-A SUBI Assets and any present or future proceeds thereof. 2.02 Certificate of Title. None of the parties hereto, including the Titling Trust, shall have any obligation or otherwise be required to make notation on, or cause to be taken any other action with respect to, any Certificate of Title for any 2004-A Vehicle to reflect the back-up Lien created hereby. 2.03 Filing of Financing Statements. Each of NMAC, the Titling Trust, NILT Trust, the Transferor and the Trust will from time to time execute, deliver and file all financing statements and continuation statements reasonably required or necessary to maintain, perfect or continue the perfection of the backup Lien created hereby with respect to the 2004-A Leases and the proceeds thereof and any other Collateral, the perfection of a security interest in which may be accomplished and continued by the same filings. 2.04 Use of Collateral. Each of the parties granting a security interest hereunder may continue to use and deal with its interest in the Collateral in any lawful manner and may sell items of Collateral in the ordinary course of its business, subject only to the requirements of the Transfer Documents and the Servicing Agreement, as appropriate. 2.05 Further Description of the Collateral. A description of the 2004-A Leases and the 2004-A Vehicles appears on the Schedule of 2004-A Leases and 2004-A Vehicles. Back-Up Security Agreement 3 2.06 Back-Up Rights of Indenture Trustee. If a Back-Up Event shall have occurred and be continuing, the Indenture Trustee may exercise the rights and remedies with respect to the Collateral of a secured party under the UCC to the extent permitted by applicable law. Notwithstanding any other provision hereof, the Indenture Trustee shall have recourse only against the Collateral and not against any Pledgor hereunder (excluding responsibilities of NMAC solely as Servicer). ARTICLE III MISCELLANEOUS 3.01 Amendments. This Agreement may be amended by written agreement among the parties hereto; provided, however, that it may only be amended under the same circumstances the Trust Agreement could be amended pursuant to Section 12.01 thereof and the Indenture could be amended pursuant to Article Nine thereof. 3.02 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York). 3.03 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement. 3.04 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. 3.05 Successors and Assigns. All covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. 3.06 Further Assurances. Each party will perform such acts and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. 3.07 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust Back-Up Security Agreement 4 hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement. 3.08 Notices. All notices, requests and demands under this Agreement shall be given in accordance with Section 11.04 of the Indenture. The address for such purpose of the Titling Trust shall be c/o NILT, Inc., as Trustee, Wrigley Building, 400 N. Michigan Ave., 2nd Floor, Chicago IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2004-A. Back-Up Security Agreement 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereto duly authorized, as of the day and year first above written. NISSAN MOTOR ACCEPTANCE CORPORATION By: _________________________________________ Name: Steven R. Lambert Title: President NISSAN-INFINITI LT By: NILT, INC., as Titling Trustee By: _____________________________________ Name: Title: NILT TRUST By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: _____________________________________ Name: Title: NISSAN AUTO LEASING LLC II By: _________________________________________ Name: Joji Tagawa Title: Treasurer Back-Up Security Agreement S-1 NISSAN AUTO LEASE TRUST 2004-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: _____________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: _________________________________________ Name: Title: Back-Up Security Agreement S-2 EX-10.11 15 a01146exv10w11.txt FORM OF CONTROL AGREEMENT Exhibit 10.11 - -------------------------------------------------------------------------------- NISSAN AUTO LEASE TRUST 2004-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 _________, 2004 ----------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS
PAGE ARTICLE ONE DEFINITIONS 1.01. General Definitions................................................................. 1 1.02. Incorporation of UCC by Reference................................................... 2 ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS 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............................................ 2 2.05. Notice of Adverse Claims............................................................ 3 ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY 3.01. Representations, Warranties and Covenants of the Securities Intermediary............ 3 ARTICLE FOUR MISCELLANEOUS 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......................................................................... 4 4.07. Counterparts........................................................................ 5
-i- CONTROL AGREEMENT This Control Agreement (this "Agreement"), dated as of _________, 2004, is among Nissan Auto Lease Trust 2004-A, a statutory trust formed pursuant to the laws of the State of Delaware (the "Trust"), 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 _________, 2004 (the "Indenture") by and between the Trust and the Indenture Trustee, and U.S. Bank, in its capacity as securities intermediary (the "Securities Intermediary"). RECITALS WHEREAS, pursuant to the Indenture, the Trust 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 _________, 2004, by and among the Trust, as issuer (the "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"). 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. ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS 2.01. Establishment of Reserve Account. The Securities Intermediary hereby confirms that (i) the Trust has established the Reserve Account at 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 that comprise 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 financial assets credited to the Reserve Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Reserve Account be registered in the name of the Trust, payable to the order of the Trust or specially endorsed to the Trust except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank. 2.02. "Financial Assets" Election. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. 2.03. Entitlement Orders. If at any time the Securities Intermediary shall receive any Entitlement Order from the Secured Party with respect to the Reserve Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Trust, the Initial Secured Party or any other Person. If at any time the Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to the Reserve Account from the Initial Secured Party without further consent by the Trust or any other Person. 2.04. Subordination of Lien; Waiver of Set-Off. If the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Reserve Account or any Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Secured Party. The financial assets and other items deposited to the Reserve Account will not be subject to deduction, set-off, banker's lien or any other right in favor of any Person or entity other than the Secured Party (except that the Securities Intermediary may set off against amounts on deposit in the Reserve Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Reserve Account, and (ii) the face amount of any Control Agreement 2 checks that have been credited to the Reserve Account but are subsequently returned unpaid because of uncollected or insufficient funds). 2.05. Notice of Adverse Claims. Except for the claims and interests of the Secured Party and the Trust in the Reserve Account, the Securities Intermediary does not know of any claim to, or interest in, the Reserve Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Reserve Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Secured Party and the Trust thereof. ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY 3.01. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Secured Party and the Trust, and covenants that: (a) The Reserve Account has been established as set forth in Section 2.01 and the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of the Reserve Account without the prior written consent of the Secured Party. (b) No financial asset carried in the Reserve Account is or will be registered in the name of the Trust, payable to the order of the Trust, or specially endorsed to the Trust, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Trust or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 2.03. Control Agreement 3 ARTICLE FOUR MISCELLANEOUS 4.01. Choice of Law. This Agreement and the Reserve Account shall be governed by the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York). Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary's location and the Reserve Account (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. 4.02. Conflict with Other Agreements. There are no other agreements entered into between the Securities Intermediary in such capacity and the Trust with respect to the Reserve Account. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. 4.03. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto. 4.04. Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors. 4.05. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to, in the case of (i) the Trust c/o Wilmington Trust Company, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration, with a copy to Nissan Motor Acceptance Corporation, as Administrative Agent, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer, (ii) the Secured Party, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2004-A, and (iii) the Securities Intermediary, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2004-A, or as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties. 4.06. Termination. The rights and powers granted herein to the Secured Party have been granted in order to perfect its security interest in the Reserve Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Trust nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect with respect to the Reserve Account until the Secured Party shall have notified the Securities Intermediary in writing that its security interests under the Indenture has been terminated. Control Agreement 4 4.07. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Control Agreement 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. NISSAN AUTO LEASE TRUST 2004-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: _____________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Secured Party By: _________________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary By: _________________________________________ Name: Title: Control Agreement S-1 EX-10.12 16 a01146exv10w12.txt FORM OF SUBI CERTIFICATE TRANSFER AGREEMENT Exhibit 10.12 - -------------------------------------------------------------------------------- NILT TRUST, as Transferor, and NISSAN AUTO LEASING LLC II, as Transferee ---------------------- SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of _________, 2004 ---------------------- - -------------------------------------------------------------------------------- SUBI CERTIFICATE TRANSFER AGREEMENT This SUBI Certificate Transfer Agreement, dated as of _________, 2004, is between NILT Trust, a Delaware statutory trust ("NILT Trust"), as transferor (the "Transferor"), and Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferee (the "Transferee"). RECITALS A. Nissan-Infiniti LT (the "Titling Trust") is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), by and among the NILT Trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as Servicer (the "Servicer"), Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), as Delaware trustee ("Delware Trustee"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (the "Trust Agent"); B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the "Trust Assets"); C. NILT Trust, the Servicer, the Trustee, the Delaware Trustee and the Trust Agent are entering into the 2004-A SUBI Supplement, dated as of _________, 2004 (the "2004-A SUBI Supplement", and together with the Titling Trust Agreement, the "SUBI Trust Agreement"), to (i) establish a special unit of beneficial interest, the "2004-A SUBI" and (ii) identify and allocate certain Trust Assets to the 2004-A SUBI; D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the "2004-A Leases"), the vehicles that are leased under the 2004-A Leases (the "2004-A Vehicles"), and certain other related Trust Assets have been allocated to the 2004-A SUBI; E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2004-A SUBI (the "2004-A SUBI Certificate") to the Transferor; F. The Transferor and the Transferee desire to provide for the sale, transfer, and assignment by the Transferor to the Transferee, without recourse, of all of the Transferor's right, title, and interest in the 2004-A SUBI Certificate; and G. Immediately after the transfer and assignment of the 2004-A SUBI Certificate to the Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in the 2004-A SUBI Certificate to the Nissan Auto Lease Trust 2004-A in connection with a securitization. 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: SUBI Certificate Transfer Agreement 2 ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among Nissan Auto Lease Trust 2004-A, as issuer (the "Issuer"), NILT Trust, as Grantor and Initial Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), NALL II, the Trustee, Wilmington Trust, as Delaware Trustee and owner trustee (in such capacity, the "Owner Trustee") and U.S. Bank, as Trust Agent and indenture trustee (in such capacity, the "Indenture Trustee"). Section 1.02. 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 relate to the 2004-A SUBI and the Titling Trust. Any reference in this 2004-A SUBI Certificate Transfer Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 2004-A SUBI and the Titling Trust. Any reference in this 2004-A SUBI Certificate Transfer Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 2004-A SUBI Certificate Transfer Agreement to a Person shall include the successor or assignee of such Person. ARTICLE TWO TRANSFER OF 2004-A SUBI CERTIFICATE Section 2.01. Transfer of 2004-A SUBI Certificate. In consideration of the Transferee's delivery to, or upon the order of, the Transferor of $_________ (the "Transfer Price") in cash by federal wire transfer (same day) funds, of which an amount equal to approximately _________% of the Transfer Price will represent the proceeds of a capital contribution from NMAC to the Transferee, the Transferor hereby absolutely sells, SUBI Certificate Transfer Agreement 3 transfers, assigns, and otherwise conveys to the Transferee, without recourse, and the Transferee does hereby purchase and acquire, as of the date set forth above, all of the Transferor's right, title, and interest in and to the following (collectively, the "Assets"): (i) the 2004-A SUBI Certificate and the interest in the 2004-A SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof; (ii) all of the Transferor's rights and benefits as holder of the 2004-A SUBI Certificate under the Servicing Agreement and the SUBI Trust Agreement; (iii) the right to realize upon any property that underlies or may be deemed to secure the interest in the 2004-A SUBI represented by the 2004-A SUBI Certificate, as granted in the 2004-A SUBI Supplement and in the 2004-A SUBI Certificate; (iv) all general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, securities accounts, investment property, financial assets, goods, letters of credit, letters of credit rights, advices of credit and uncertificated securities, and other property consisting of, arising from, or relating or credited to the foregoing; and (v) all cash and non-cash proceeds of all of the foregoing. Section 2.02. True Sale. The parties hereto intend that the sale, transfer, and assignment of the Assets constitutes a true sale and assignment of the Assets such that any interest in and title to the Assets would not be property of the Transferor's estate in the event that the Transferor becomes a debtor in a case under any bankruptcy law. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing, it is intended by the Transferor and the Transferee that the interest conveyed constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by the Transferor to the Transferee to secure the Transfer Price to the Transferor, which security interest shall be perfected and of a first priority. The Transferor hereby grants to the Transferee a security interest in all of its right, title, and privilege and interest in and to the Assets and the parties hereto agree that this Agreement constitutes a "security agreement" under all applicable laws. Section 2.03. Representations and Warranties of the Transferor and the Transferee. (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that: (i) Organization and Good Standing. The Transferor is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Assets. SUBI Certificate Transfer Agreement 4 (ii) Due Qualification. The Transferor is duly qualified to do business as a foreign business trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Transferor. (iii) Power and Authority. The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Transferor by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The execution, delivery, and performance by the Transferor of this Agreement, the consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof do not (A) conflict with, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the Transferor's trust agreement, or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under any indenture, agreement or other instrument to which the Transferor is a party or by which it may be bound or any of its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferor, any order, rule, or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. (vi) No Proceedings. There are no proceedings in which the Transferor has been served or, to the knowledge of the Transferor, proceedings or investigations that are pending or threatened in each case against the Transferor, before any court, regulatory body, administrative agency or other tribunal, or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferor, could reasonably be expected to materially and adversely affect the performance by the Transferor of its obligations under this Agreement. SUBI Certificate Transfer Agreement 5 (vii) Title to 2004-A SUBI Certificate. Immediately prior to the transfer of the 2004-A SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the 2004-A SUBI Certificate and it has the legal right to transfer the 2004-A SUBI Certificate, (B) has good and valid title to the 2004-A SUBI Certificate and the 2004-A SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good, valid, and indefeasible title to the 2004-A SUBI Certificate to the Transferee under this Agreement. (b) The Transferee hereby represents and warrants to the Transferor as of the date of this Agreement and the Closing Date that: (i) Organization and Good Standing. The Transferee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority, and legal right to acquire, own and sell the Assets. (ii) Due Qualification. The Transferee is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a Material Adverse Effect on the condition, financial or otherwise, of the Transferee or would not have a Material Adverse Effect on the ability of the Transferee to perform its obligations under this Agreement. (iii) Power and Authority. The Transferee has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Transferee by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The execution, delivery, and performance of this Agreement by the Transferee and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferee; or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, or other instrument to which the Transferee is a party or by which it may be bound or any of SUBI Certificate Transfer Agreement 6 its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferee, any order, rule, or regulation applicable to it or its properties; or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferee or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. (vi) No Proceedings. There are no proceedings in which the Transferee has been served or, to the knowledge of the Transferee, proceedings or investigations that are pending or threatened, in each case against the Transferee, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferee, would materially and adversely affect the performance by the Transferee of its obligations under this Agreement. (c) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Transferor to the Transferee and the sale of the Assets by the Transferee to the Trust. Upon discovery by the Transferor, the Transferee, or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others. Section 2.04. Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Transferor agrees that prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 2004-A SUBI Certificate and will file, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets, and the proceeds thereof to the Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Transferor thereof. (b) The Transferor further agrees that it will treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee's ownership of the Assets and on or prior to the Closing Date indicate on its books, records, and statements that the Assets have been sold to the Transferee. Section 2.05. Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2004-A SUBI Certificate and the interest in the 2004-A SUBI represented thereby, whether set forth in the 2004-A SUBI Certificate, in SUBI Certificate Transfer Agreement 7 the SUBI Trust Agreement, or otherwise, and assumes all obligations and liabilities, if any, associated therewith. Section 2.06. Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement and Section 12.02(b) of the 2004-A SUBI Supplement, the Transferee hereby covenants and agrees for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI Certificate that the Transferee shall release all claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. ARTICLE THREE MISCELLANEOUS Section 3.01. Amendment. This Agreement may be amended from time to time in a writing signed by the parties hereto. Section 3.02. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law). Section 3.03. Severability. If one or more of the covenants, agreements, or provisions of this Agreement shall be, for any reason whatever, held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements, and provisions of this Agreement, and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining covenants, agreements, and provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect. Section 3.04. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. The Transferor acknowledges and agrees that (a) (i) the Transferee may, pursuant to the Trust SUBI Certificate Transfer Agreement, transfer and assign the 2004-A SUBI and the 2004-A SUBI Assets represented thereby and assign its rights under this Agreement to Nissan Auto Lease Trust 2004-A and (ii) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit Nissan Auto Lease Trust 2004-A; and (b) (i) Nissan Auto Lease Trust 2004-A may, pursuant to the Indenture, pledge and grant a security interest in the 2004-A SUBI and the 2004-A SUBI Assets represented thereby and assign its rights under this Agreement to the Indenture Trustee and (ii) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Transferor hereby consents to all such transfers, assigns, pledges and grants. Section 3.05. Headings. The Article and Section headings are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SUBI Certificate Transfer Agreement 8 Section 3.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 3.07. Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested, in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each Holder of the 2004-A SUBI Certificate and each Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder. Section 3.09. No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against any other party hereto, any Grantor, the Owner Trustee, the Trustee, any Special Purpose Affiliate, any member of a Special Purpose Affiliate that is a limited liability company, or the trustee of the Grantor, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this Agreement, the resignation or removal or the Trustee and the complete or partial resignation or removal of the Servicer. Section 3.10. No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank, not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings, and agreements herein made on the part of the Transferor, as it relates to NILT Trust, is made and intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only NILT Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall U.S. Bank be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents. SUBI Certificate Transfer Agreement 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NILT TRUST, as Transferor By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: ____________________________________ Name: Title: NISSAN AUTO LEASING LLC II, as Transferee By: ________________________________________ Name: Joji Tagawa Title: Treasurer SUBI Certificate Transfer Agreement S-1 ARTICLE ONE DEFINITIONS........................................................................... 3 Section 1.01. Definitions....................................................................... 3 Section 1.02. Interpretive Provisions........................................................... 3 ARTICLE TWO TRANSFER OF 2004-A SUBI CERTIFICATE................................................... 3 Section 2.01. Transfer of 2004-A SUBI Certificate............................................... 3 Section 2.02. True Sale......................................................................... 4 Section 2.03. Representations and Warranties of the Transferor and the Transferee............... 4 Section 2.04. Financing Statement and Books and Records......................................... 7 Section 2.05. Acceptance by the Transferee...................................................... 7 Section 2.06. Release of Claims................................................................. 8 ARTICLE THREE MISCELLANEOUS......................................................................... 8 Section 3.01. Amendment......................................................................... 8 Section 3.02. Governing Law..................................................................... 8 Section 3.03. Severability...................................................................... 8 Section 3.04. Binding Effect.................................................................... 8 Section 3.05. Headings.......................................................................... 8 Section 3.06. Counterparts...................................................................... 9 Section 3.07. Further Assurances................................................................ 9 Section 3.08. Third-Party Beneficiaries......................................................... 9 Section 3.09. No Petition....................................................................... 9 Section 3.10. No Recourse....................................................................... 9

EX-10.13 17 a01146exv10w13.txt FORM OF TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Exhibit 10.13 - -------------------------------------------------------------------------------- NISSAN AUTO LEASING LLC II, as Transferor, and NISSAN AUTO LEASE TRUST 2004-A, as Transferee ------------------------ TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of _________, 2004 ------------------------ - -------------------------------------------------------------------------------- TRUST SUBI CERTIFICATE TRANSFER AGREEMENT This Trust SUBI Certificate Transfer Agreement, dated as of _________, 2004, is between Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferor (the "Transferor"), and Nissan Auto Lease Trust 2004-A, a Delaware statutory trust (the "Trust"), as transferee (in such capacity, the "Transferee"). RECITALS A. Nissan-Infiniti LT (the "Titling Trust") is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among NILT Trust, a Delaware statutory trust ("NILT Trust"), as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary", respectively), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer (the "Servicer"), Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), as Delaware trustee (the "Delaware Trustee"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (the "Trust Agent"); B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the "Trust Assets"); C. The Grantor, UTI Beneficiary, the Transferor, the Servicer, the Trustee, the Delaware Trustee and the Trust Agent are entering into the 2004-A SUBI Supplement, dated as of _________, 2004 (the "2004-A SUBI Supplement", and together with the Titling Trust Agreement, the "SUBI Trust Agreement), to (i) establish a special unit of beneficial interest (the "2004-A SUBI") and (ii) identify and allocate certain Trust Assets to the 2004-A SUBI; D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the "2004-A Leases"), the vehicles that are leased under the 2004-A Leases (the "2004-A Vehicles"), and certain other related Trust Assets have been allocated to the 2004-A SUBI; E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2004-A SUBI (the "2004-A SUBI Certificate") to NILT Trust; F. NILT Trust has transferred and assigned, without recourse, all of its right, title, and interest in and to the 2004-A SUBI Certificate to the Transferor pursuant to the SUBI Certificate Transfer Agreement, dated as of _________, 2004 (the "SUBI Certificate Transfer Agreement"), between NILT Trust and the Transferor; G. The Trust was formed pursuant to a trust agreement, dated as of _________, 2004, as amended and restated as of _________, 2004 (the "Trust Agreement"), between the Transferor and Wilmington Trust, as owner trustee (the "Owner Trustee"); H. The Transferor and the Transferee desire to provide for the transfer and assignment by the Transferor to the Transferee, without recourse, of all of the Transferor's right, title, and interest in and to the 2004-A SUBI Certificate; and Trust SUBI Certificate Transfer Agreement I. Immediately after the transfer and assignments of the 2004-A SUBI Certificate to the Trust, the Trust shall pledge the 2004-A SUBI Certificate to U.S. Bank, as indenture trustee (the "Indenture Trustee") pursuant to an indenture, dated as of _________, 2004 (the "Indenture"), between the Trust and the Indenture Trustee. 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 ONE DEFINITIONS Section 1.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of _________, 2004, by and among the Trust, as issuer (the "Issuer"), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), NALL II, the Trustee, Wilmington Trust, as Delaware Trustee and Owner Trustee, and U.S. Bank, as Trust Agent and Indenture Trustee. Section 1.02. 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 relate to the 2004-A SUBI and the Titling Trust. Any reference in this 2004-A Trust SUBI Certificate Transfer Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 2004-A SUBI and the Titling Trust. Any reference in this 2004-A Trust SUBI Certificate Transfer Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 2004-A Trust SUBI Certificate Transfer Agreement to a Person shall include the successor or assignee of such Person. Trust SUBI Certificate Transfer Agreement 2 ARTICLE TWO TRANSFER OF 2004-A SUBI CERTIFICATE Section 2.01. Transfer of 2004-A SUBI Certificate. In consideration of the Transferee's delivery to, or upon the order of, the Transferor of the Notes and the Certificate, the Transferor hereby absolutely sells, transfers, assigns, and otherwise conveys to the Transferee, without recourse, and the Transferee does hereby purchase and acquire all of the Transferor's right, title, and interest in and to the following (collectively, the "Assets"): (i) the 2004-A SUBI Certificate and the interest in the 2004-A SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof; (ii) all of the Transferor's rights and benefits as holder of the 2004-A SUBI Certificate under the Servicing Agreement and the SUBI Trust Agreement; (iii) the right to realize upon any property that underlies or may be deemed to secure the interest in the 2004-A SUBI represented by the 2004-A SUBI Certificate, as granted in the 2004-A SUBI Supplement and in the 2004-A SUBI Certificate; (iv) all general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, securities accounts, investment property, financial assets, goods, letters of credit, letters of credit rights, advices of credit and uncertificated securities, and other property consisting of, arising from, or relating or credited to the foregoing; (v) all rights of the Transferor under the SUBI Certificate Transfer Agreement; and (vi) all cash and non-cash proceeds of all of the foregoing. Section 2.02. True Sale. The parties hereto intend that the sale, transfer, and assignment of the Assets constitutes a true sale and assignment of the Assets such that any interest in and title to the Assets would not be property of the Transferor's estate in the event that the Transferor becomes a debtor in a case under any bankruptcy law. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing, it is intended by the Transferor and the Transferee that the interest conveyed constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by the Transferor to the Transferee to secure the Transfer Price to the Transferor, which security interest shall be perfected and of a first priority. The Transferor hereby grants to the Transferee a security interest in all of its right, title, and privilege and interest in and to the Assets and the parties hereto agree that this Agreement constitutes a "security agreement" under all applicable laws. Section 2.03. Representations and Warranties of the Transferor and the Transferee. (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that: Trust SUBI Certificate Transfer Agreement 3 (i) Organization and Good Standing. The Transferor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority, and the legal right to acquire, own, and sell the Assets. (ii) Due Qualification. The Transferor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a Material Adverse Effect on the ability of the Transferor to perform its obligations under this Agreement. (iii) Power and Authority. The Transferor has the power and the authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Transferor by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The execution, delivery, and performance by the Transferor of this Agreement, the consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof shall not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferor, or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Transferor is a party or by which it may be bound or any of its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferor, any order, rule or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. Trust SUBI Certificate Transfer Agreement 4 (vi) No Proceedings. There are no proceedings in which the Transferor has been served or investigations pending or, to the knowledge of the Transferor, proceedings or investigations that are pending or threatened, in each case against the Transferor, before any court, regulatory body, administrative agency or other tribunal, or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement. (vii) Title to 2004-A SUBI Certificate. Immediately prior to the transfer of the 2004-A SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the 2004-A SUBI Certificate and has the legal right to transfer the 2004-A SUBI Certificate, (B) has good and valid title to the 2004-A SUBI Certificate and the 2004-A SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good, valid, and indefeasible title to the 2004-A SUBI Certificate to the Transferee under this Agreement. (b) The Transferee hereby represents and warrants to the Transferor as of the date of this Agreement and the Closing Date that: (i) Organization and Good Standing. The Transferee is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority and the legal right to acquire, own and sell the Assets. (ii) Due Qualification. The Transferee is duly qualified to do business as a foreign trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on Transferee. (iii) Power and Authority. The Transferee has the power and the authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Transferee by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. Trust SUBI Certificate Transfer Agreement 5 (v) No Violation. The execution, delivery, and performance of this Agreement by the Transferee and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Trust Agreement of the Transferee, or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Transferee is a party or by which it may be bound or any of its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferee, any order, rule or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferee or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. (vi) No Proceedings. There are no proceedings in which the Transferee has been served or, to the knowledge of the Transferee, proceedings or investigations that are pending or threatened, in each case against the Transferee, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferee, could be expected to materially and adversely affect the performance by the Transferee of its obligations under this Agreement. (c) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Transferor to the Transferee and the sale of the Assets by the Transferee to the Trust. Upon discovery by the Transferor, the Transferee, or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others. Section 2.04. Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Transferor agrees that prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 2004-A SUBI Certificate and will file, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets, and the proceeds thereof to the Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Transferor thereof. Trust SUBI Certificate Transfer Agreement 6 (b) The Transferor further agrees that it will treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee's ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee. Section 2.05. Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2004-A SUBI Certificate and the interest in the 2004-A SUBI represented thereby, whether set forth in the 2004-A SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith. Section 2.06. Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement and Section 12.02(b) of the 2004-A SUBI Supplement, the Transferee hereby covenants and agrees for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI Certificate that the Transferee shall release all claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. ARTICLE THREE MISCELLANEOUS Section 3.01. Amendment. This Agreement may be amended from time to time in a writing signed by the parties hereto. Section 3.02. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law). Section 3.03. Severability. If one or more of the covenants, agreements, or provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements, and provisions of this Agreement, and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining covenants, agreements and provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect. Section 3.04. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. The Transferor acknowledges and agrees that (a) the Transferee may, pursuant to the Indenture, pledge and grant a security interest in the 2004-A SUBI and the 2004-A SUBI Assets represented thereby and assign is rights under this Agreement to the Indenture Trustee (for the benefit of the holders of the Notes) and (b) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended Trust SUBI Certificate Transfer Agreement 7 to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Transferor hereby consents to all such pledges and grants. Section 3.05. Headings. The Article and Section headings are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 3.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 3.07. Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested, in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each Holder of the 2004-A SUBI Certificate and each Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder. Section 3.09. No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against any other party hereto, any Grantor, the Owner Trustee, the Trustee, any Special Purpose Affiliate, any member of a Special Purpose Affiliate that is a limited liability company or the trustee of the Grantor that is a partnership, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this Agreement, the resignation or removal of the Trustee and the complete or partial resignation or removal of the Servicer. Section 3.10. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements, or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven, and Ten of the Trust Agreement. Trust SUBI Certificate Transfer Agreement 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Transferor By: _________________________________________ Name: Joji Tagawa Title: Treasurer NISSAN AUTO LEASE TRUST 2004-A, as Transferee By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: _____________________________________ Name: Title: Trust SUBI Certificate Transfer Agreement S-1 ARTICLE ONE DEFINITIONS........................................................................... 2 Section 1.01. Definitions....................................................................... 2 Section 1.02. Interpretive Provisions........................................................... 2 ARTICLE TWO TRANSFER OF 2004-A SUBI CERTIFICATE................................................... 3 Section 2.01. Transfer of 2004-A SUBI Certificate............................................... 3 Section 2.02. True Sale......................................................................... 3 Section 2.03. Representations and Warranties of the Transferor and the Transferee............... 3 Section 2.04. Financing Statement and Books and Records......................................... 6 Section 2.05. Acceptance by the Transferee...................................................... 7 Section 2.06. Release of Claims................................................................. 7 ARTICLE THREE MISCELLANEOUS......................................................................... 7 Section 3.01. Amendment......................................................................... 7 Section 3.02. Governing Law..................................................................... 7 Section 3.03. Severability...................................................................... 7 Section 3.04. Binding Effect.................................................................... 7 Section 3.05. Headings.......................................................................... 8 Section 3.06. Counterparts...................................................................... 8 Section 3.07. Further Assurances................................................................ 8 Section 3.08. Third-Party Beneficiaries......................................................... 8 Section 3.09. No Petition....................................................................... 8 Section 3.10. Limitation of Liability of Owner Trustee.......................................... 8

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MD@B)]JP[7>,V]&1-"&G_3H[]NNS.NV"`<+'_LF0^.FZ4N_L=4O!$F=JPSE>/ M9%SQ#OW@D.]\Y*T[LT7X>[U`NZD_'7&M1:^/'S%=_+L!T,*C7*I[-&4,4-$1,M$*]1P2!^S_3YC?E>[=(_,0GYL!KS\4GN4X[CP<& MC]9\;*LS*\.U2\._E!_QQ__*\?P/82&9>*K>%T,?AD[L>.7,=GK.MY/ M_W[F*Z>*7CX1=7ZF1?Z#]RKESS(K7W/$B_[H;[ZE&KY,13!^BK[J([[K0T;2 M3S$69WT+P[Z_D?[1'&TF_X[?'W;Q3PS7KZ6/`SGSMQ3)$U+R>[`@_SD0VXZP MPUCS9[^+^W[^(?I6?;$]R["'U],'A['LDX\/0W_NC_^%E+\%I;\1.7"B3S#[ MTU1 -----END PRIVACY-ENHANCED MESSAGE-----






	Amount to be		Proposed Maximum
Proposed Title of Each Class of	Registered Price	Proposed Maximum	Aggregate	Amount of
Securities to be Registered	Per Unit⁽¹⁾	Offering	Offering Price⁽¹⁾	Registration Fee⁽¹⁾


Asset Backed Notes, Class A-1	$250,000	100%	$250,000	$31.68

Asset Backed Notes, Class A-2	$250,000	100%	$250,000	$31.68

Asset Backed Notes, Class A-3a	$250,000	100%	$250,000	$31.68

Asset Backed Notes, Class A-3b	$250,000	100%	$250,000	$31.68

Special Unit of Beneficial Interest Certificate⁽²⁾	N/A	N/A	N/A	N/A

Total	$1,000,000	100%	$1,000,000	$126.70


*You may have difficulty selling your notes and/or obtaining your desired price.*		The notes will not be listed on any securities exchange. Therefore, in order to sell your notes, you must first locate a willing purchaser. The absence of a secondary market for the notes could limit your ability to resell them. Currently, no secondary market exists for the notes. We cannot assure you that a secondary market will develop. The underwriters intend to make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, the underwriters are not obligated to make offers to buy the notes and they may stop making offers at any time. In addition, the underwriters’ offered prices, if any, may not reflect prices that other potential purchasers would be willing to pay were they given the opportunity. There have been times in the past where there have been very few buyers of asset backed securities and, thus, there has been a lack of liquidity. There may be similar lack of liquidity at times in the future.

		As a result of the foregoing restrictions and circumstances, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

*You may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement.*		The issuer does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the SUBI certificate, together with its right to payments under the interest rate cap agreement and available funds in the reserve account and certain distribution and collection accounts. The notes represent obligations solely of the issuer and will not be insured or guaranteed by any entity. Accordingly, you will rely primarily upon collections on the leases and the related leased vehicles, together with monies on deposit in the reserve account and payments under an interest rate cap agreement, for payments on your notes. The reserve account will cover delinquencies on the leases and losses on the leases and leased vehicles up to some level. However, if delinquencies and losses exceed the available credit enhancement, including the credit enhancement provided by subordination of the certificates, you may experience delays in payments due to you and you could suffer a loss. You will have no claim to any amounts properly distributed to others from time to time.

		The residual values established by Nissan Motor Acceptance Corporation are future projections that are based on projections by Automotive Lease Guide, as described under “Nissan Motor Acceptance Corporation — Determination of Residual Values.” There is no guarantee that the assumptions regarding future events that are used to determine residual values will prove to be correct. If the residual values of the leased vehicles as originally determined by Nissan Motor Acceptance Corporation are substantially higher than the sales proceeds actually realized upon the sale of the leased vehicles, you may suffer losses if the available credit enhancement is exceeded.

		For a discussion of factors that may contribute to residual value losses, you should refer to “Risk Factors — Used car market


		In addition, losses may be greater as turn-in rates upon the expiration of leases increase because more used cars would be available on the used car market. Under each lease, the lessee may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the stated residual value established at the inception of the lease. Lessees who decide not to purchase their related vehicles at lease expiration will expose the issuer to possible losses if the sale prices of such vehicles in the used car market are less than their respective stated residual values. The level of turn-ins at termination of the leases could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by Nissan Motor Acceptance Corporation), the level of the purchase option prices for the related vehicles compared to new and used vehicle prices and economic conditions generally. The grant of extensions and the early termination of leases by lessees may affect the number of turn- ins in a particular month. If losses resulting from increased turn-ins exceed the credit enhancement, you may suffer a loss on your investment.

*The concentration of leased vehicles to particular models could negatively affect the issuer’s assets.*		[The Pathfinder, Altima and Maxima models represent approximately %, % and % of the aggregate cutoff date securitization value, respectively, of the leased vehicles allocated to the SUBI]. Any adverse change affecting a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.

*Failure to comply with consumer protection laws could result in a loss.*		Federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated by the Board of Governors of the Federal Reserve System, impose requirements on retail lease contracts such as the leases allocated to the SUBI. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust or the issuer (as owner of the SUBI Certificate). Further, many states have adopted “lemon laws” that provide vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that a portion of payment previously paid by the lessee be refunded. Nissan Motor Acceptance Corporation will represent and warrant that each lease complies with applicable law in all material respects. If that representation and warranty relating to any lease allocated to the SUBI proves incorrect and is not timely cured, Nissan Motor Acceptance Corporation will be required to repurchase the beneficial interest in the noncompliant lease and related vehicle from the issuer. To the extent that Nissan Motor Acceptance Corporation fails to make such a repurchase, or to the extent that a court holds the titling trust or the issuer liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the titling trust or the issuer. If sufficient funds are not available to make both payments to lessees and on your notes, you may suffer a loss on your investment in the notes.


		For a discussion of federal and state consumer protection laws which may affect the Leases, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws.”

*If ERISA liens are placed on the titling trust assets, you could suffer a loss.*		Liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust (including the leases and the leased vehicles allocated to the SUBI) and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes Nissan Motor Acceptance Corporation and its affiliates. Because these liens could attach directly to the leases and leased vehicles and because the issuer does not have a prior perfected security interest in the assets included in the SUBI, these liens could have priority over the interest of the issuer in the assets included in the SUBI. As of the date of this prospectus, neither Nissan Motor Acceptance Corporation nor any of its affiliates had any material unfunded liabilities with respect to their respective defined benefit pension plans. Moreover, the transferor believes that the likelihood of this liability being asserted against the assets of the titling trust or, if so asserted, being successfully pursued, is remote. However, you cannot be sure the leases and leased vehicles will not become subject to an ERISA liability.

*Vicarious tort liability may result in a loss.*		Some states allow a party that incurs an injury involving a leased vehicle to sue the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.

		Nissan Motor Acceptance Corporation will be required to maintain, on behalf of the titling trust, contingent liability insurance against third party claims that provides coverage with no annual or aggregate cap on the number of claims thereunder, providing primary coverage of $1 million combined single limit coverage per occurrence and excess coverage of $15 million combined single limit per occurrence. If Nissan Motor Acceptance Corporation fails to maintain this liability insurance coverage or the insurance coverage protecting the tilting trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the vehicles and leases allocated to this transaction and you could incur a loss on your investment.

		If vicarious liability imposed on the titling trust exceeds the coverage provided by its primary and excess liability insurance policies, or if lawsuits are brought against either the titling trust or Nissan Motor Acceptance Corporation involving the negligent use or operation of a leased vehicle, you could experience delays in payments due to you, or you may ultimately suffer a loss.

		For a discussion of the possible liability of the titling trust in connection with the use or operation of the leased vehicles, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability.”


*A transferor or servicer bankruptcy could delay or limit payments to you.*		Following a bankruptcy or insolvency of the servicer or the transferor, a court could conclude that the SUBI certificate is owned by the servicer or the transferor, instead of the issuer. This conclusion could be either because the transfer of the SUBI certificate from the transferor to the issuer was not a true sale or because the court concluded that the transferor or the issuer should be treated as the same entity as the servicer or the transferor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you, or you may not ultimately receive all amounts due to you as a result of:

		• the automatic stay, which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the U.S. Bankruptcy Code that permit substitution for collateral in limited circumstances,

		• tax or government liens on the servicer’s or the transferor’s property (that arose prior to the transfer of the SUBI certificate to the issuer) having a prior claim on collections before the collections are used to make payments on the notes, and

		• the fact that neither the issuer nor the indenture trustee has a perfected security interest in the leased vehicles allocated to the SUBI and may not have a perfected security interest in any cash collections of the leases and leased vehicles allocated to the SUBI held by the servicer at the time that a bankruptcy proceeding begins.

		For a discussion of how a bankruptcy proceeding of the servicer, the transferor or certain related entities may affect the issuer and the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI — Insolvency Related Matters.”

*The failure to make principal payments on the notes will generally not result in an event of default.*		The amount of principal required to be paid to you prior to the applicable final scheduled payment dates generally will be limited to amounts available for those purposes. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled payment date.

*The notes are not suitable investments for all investors.*		The notes are complex investments that are not a suitable investment if you require a regular predictable schedule of payments. The notes should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, residual value, default and market risk, the tax consequences of an investment and the interaction of these factors.

*The return on the notes could be reduced by shortfalls due to military action.*		The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the leases and the leased vehicles allocated to the SUBI.


Delaware (State or other jurisdiction of incorporation or organization)		6189 (Primary Standard Industrial Classification Code Number)		Nissan Auto Leasing LLC II 95-4885574 NILT Trust 52-6935346 Nissan-Infiniti LT 33-6266449 Nissan Auto Lease Trust 2004-A 51-6557795 (I.R.S. Employer Identification No.)


(1)	Total price to the public is $ , total underwriting discount is $ , and total proceeds to the Transferor are $ .


TRANSACTION OVERVIEW		1
SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS		2
SUMMARY		3
RISK FACTORS		8
OVERVIEW OF THE TRANSACTION		16
THE ISSUER		17
	Formation	17
	Capitalization of the Issuer	18
	The Owner Trustee	18
	Property of the Issuer	18
USE OF PROCEEDS		19
THE TITLING TRUST		19
	General	19
	The UTI Beneficiary	20
	The Titling Trustee	20
	Property of the Titling Trust	20
	Lease Origination and the Titling of Vehicles	20
THE SUBI		21
	General	21
	Transfers of the SUBI Certificate	22
THE TRANSFEROR		22
NISSAN MOTOR ACCEPTANCE CORPORATION		22
	General	22
	Lease Underwriting Procedures	23
	Determination of Residual Values	24
	Remarketing Program	25
	Lease Vehicle Maintenance	25
	Methods of Vehicle Disposal	25
	Insurance	26
	Collection and Repossession Procedures	27
	Extensions and Pull-Forwards	27
	Delinquency, Repossession and Loss Data	27
	Residual Value Loss Experience	31
	Like Kind Exchange	32
THE LEASES		32
	General	32
	Early Termination	33
	Characteristics of the Leases	34
	Security Deposits	40
	Representations, Warranties and Covenants	40
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS		41
	General	41
	Weighted Average Life of the Notes	42
NOTE FACTORS, CERTIFICATE FACTOR AND TRADING INFORMATION		47
DESCRIPTION OF THE NOTES		47
	General	47
	Interest	48
	Principal	50
	Optional Purchase	51
	The Indenture Trustee	51
	Book-Entry Registration	51
DESCRIPTION OF THE CERTIFICATES		55
	General	55
	Principal	55
	Optional Purchase	55
ADDITIONAL INFORMATION REGARDING THE SECURITIES		55
	Payments on the Securities	55
	Statements to Securityholders	57
	[Optional Purchase]	58
	Definitive Securities	59
SECURITY FOR THE NOTES		59
	General	59
	The Accounts	60
	The Contingent and Excess Liability Insurance	62
ADDITIONAL DOCUMENT PROVISIONS		63
	The Indenture	63
	The Trust Agreement	67
	The SUBI Trust Agreement	69
	The Servicing Agreement	72
	The Trust Administration Agreement	81
	Miscellaneous Provisions	81
THE INTEREST RATE CAP AGREEMENT		85
	Payments Under the Cap Agreement	85
	Description of the Cap Provider	85


	Indemnification	86
	Conditions Precedent	86
	Defaults Under Cap Agreement	86
	Cap Termination Events	86
	Early Termination of Cap Agreement	86
	Taxation	88
	Modification and Amendment of Cap Agreement	88
ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI		88
	The Titling Trust	88
	Qualification of NILT, Inc. as Fiduciary	88
	Structural Considerations	89
	Allocation of Titling Trust Liabilities	89
	The SUBI	90
	Insolvency Related Matters	91
	Legal Proceedings	93
ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES		93
	Back-up Security Interests	93
	Vicarious Tort Liability	94
	Repossession of Leased Vehicles	95
	Deficiency Judgments	95
	Consumer Protection Law	95
	Other Limitations	97
CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES		97
	General	97
	Tax Status of the Notes and the Issuer	97
	Stated Interest	98
	Original Issue Discount	98
	Market Discount	98
	Total Accrual Election	99
	Amortizable Bond Premium	99
	Short-Term Debt	99
	Disposition of the Notes	100
	Information Reporting and Backup Withholding	100
	Tax Consequences to Foreign Investors	100
ERISA CONSIDERATIONS		101
	General	101
	Prohibited Transactions	102
RATINGS OF THE NOTES		102
LEGAL MATTERS		103
UNDERWRITING		103
AVAILABLE INFORMATION		104
INDEX OF PRINCIPAL TERMS		105
Certificate of Formation of Nissan Auto Leasing LLC II
Limited Liability Company Agreement
Form of Indenture
Form of Agreement of Definitions
Amended Trust and Servicing Agreement
Form of 2004-A SUBI Supplement
Servicing Agreement
First Amendment to Servicing Agreement
Form of 2004-A Servicing Supplement
Form of Amended Trust Agreement
Amended Trust Agreement
Form of Trust Administration Agreement
Form of Back-Up Security Agreement
Form of Control Agreement
Form of SUBI Certificate Transfer Agreement
Form of Trust SUBI Certificate Transfer Agreement


(1)	to the Class A-1 Notes until they are paid in full;

(2)	to the Class A-2 Notes until they are paid in full; and

(3)	to the Class A-3a Notes and the Class A-3b Notes pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full.


•	the SUBI certificate, which is described below, including the right to receive the monthly payments under the leases and the amounts realized from sales of the related leased vehicles,

•	the amounts deposited in the reserve account and

•	proceeds of the interest rate cap agreement and the rights of the issuer under the interest rate cap agreement.


•	an aggregate securitization value of $ of which $ (approximately %) represented the non-discounted base residual values of the leased vehicles,

•	a weighted average original lease term of approximately months and

•	a weighted average remaining term to scheduled maturity of approximately months.


•	subordination of the certificates and

•	the reserve account.


•	on the closing date, the transferor will make an initial deposit into the reserve account of $ , which is approximately % of the aggregate initial principal amount of the securities, and

•	on each payment date while the notes remain outstanding, any excess collections remaining after interest and principal on the notes and various other obligations and expenses of the issuer have been paid will be deposited into the reserve account until the reserve account balance is equal to % of the aggregate initial principal amount of the securities.


		The response of the United States to the terrorist attacks on September 11, 2001 (involving, among other things, both the immediate rescue efforts and the resulting military actions by the United States in Iraq) increased the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. The Servicemembers Civil Relief Act provides relief to obligors who enter active military service and to obligors in reserve status who are called to active duty after they have entered into an obligation, such as a retail installment sales contract for the purchase of a vehicle. In particular, under such act, members of the military on active duty, including reservists, who have entered into such retail installment sales contracts before entering into military service, may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. The Servicemembers Civil Relief Act also limits the ability of the servicer to repossess the vehicle securing the retail installment sales contract during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the retail installment sales contract, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. Although it is not clear that such act would apply to leases such as the leases allocated to the SUBI, the issuer and the servicer may make relief under the Servicemembers Civil Relief Act available to lessees under the leases allocated to the SUBI. No information can be provided as to the number of leases that may be affected by the Soldiers’ and Sailors’ Civil Relief Act of 1940. If a lessee’s obligation to make payments is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes and the certificates.

		For more information regarding the effect of the Servicemembers Civil Relief Act, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws.”


			At or For the
			Three Months	At or For the Twelve Months Ended March 31,
			Ended June 30,
			2004	2004	2003			2002			2001			2000

Ending Dollar Amount of Lease Contract Outstanding⁽²⁾					$	3,770,177		$	3,826,858		$	3,956,050		$	4,543,237
Ending Number of Lease Contracts Outstanding						193,120			206,206			219,632			257,585
Number of Delinquent Lease Contracts⁽³⁾
	31-60 Days					1.30	%		1.18	%		1.06	%		1.17	%
	61-90 Days					0.25	%		0.26	%		0.18	%		0.23	%
	91 Days or more					0.05	%		0.07	%		0.03	%		0.05	%
		Total				1.61	%		1.50	%		1.27	%		1.44	%


Calculation Date		Securitization Value Formula

as of any date other than its Lease Maturity Date —		the present value, calculated using the Securitization Rate, of the sum of (a) the aggregate Monthly Payments remaining on the Lease and (b) the Base Residual of the related Leased Vehicle and
as of its Lease Maturity Date —		the Base Residual of the related Leased Vehicle.


						Percentage of
			Percentage of			Average
		Number of	Total Number of		Securitization	Securitization
Months		Leases	Leases⁽¹⁾		Value⁽¹⁾	Value⁽¹⁾

24				%	$		%
28
30
35
36
38
39
42
48
60

	Total			%	$		%


	(9)	had an original term of not less than months and not greater than months,


	*Deposits to the Distribution Accounts; Priority of Payments*


	*Actions by Certificateholders and Owner Trustee with Respect to Certain Matters*


Term	Page

0% Prepayment Assumption		44
25% Prepayment Assumption		44
100% Prepayment Assumption		43
2002 Master Agreement		85
ABS		42
Accounts		61
Accrual Period		48
Adjusted Capitalized Cost		35
Administrative Agent		81
Administrative Charges		78
Administrative Lien		21
Advance		76
ALG		24
ALG Residual		24
Available Funds		56
Available Funds Shortfall Amount		56
Available Principal Distribution Amount		50
Base Residual		23
Basic Documents		47
Basic Servicing Agreement		19
Business Day		48
Calculation Agent		49
Cap Agreement		85
Cap Event of Default		86
Cap Payment		49
Cap Provider		49
Cap Rate		49
Cap Termination		87
Cap Termination Events		86
Cap Termination Payment		87
Casualty Termination		33
Cede		47
Certificate Balance		50
Certificate Distribution Account		61
Certificate Distribution Amount		57
Certificate Factor		47
Certificateholders		16
Certificates		16
Clearstream Banking Luxembourg		51
Clearstream Banking Participants		54
Closing Date		16
Code		65
Collection Period		55
Collections		72
Contingent and Excess Liability Insurance		62
Contract Residual		24
Cooperative		54
Credit Termination		33
Cutoff Date		18
Dealers		16
Defaulted Vehicle		74
Definitive Notes		47
Depositaries		52
Deposit Date		48
Designated LIBOR Page		49
Determination Date		55
Direct Participants		52
Disposition Amount		33
Disposition Expenses		75
Distribution Accounts		61
DTCC		52
Early Lease Terminations		34
Early Termination Charge		33
Early Termination Date		86
Early Termination Purchase Option Price		73
ERISA		101
EMCC		52
Euroclear		52
Euroclear Operator		54
Euroclear Participants		54
Excess Amounts		56
Excess Mileage and Excess Wear and Tear Charges		25
FICO Scores		23
Fitch		61
Floating Rate Notes		48
Force Majeure Event		86
Foreign Person		100
FSMA		104
Global Securities		A-1
GSCC		52
Indenture		17


Term	Page

Indenture Default		63
Indenture Trustee		17
Indirect Participants		52
Initial Certificate Balance		16
Initial Note Balance		16
insolvency laws		88
Illegality		86
Insurance Proceeds		34
Interest Determination Date		48
Interest Reset Date		48
IRS		97
ISDA		85
Issuer		16
Lease Maturity Date		33
Lease Rate		34
Lease Term		32
Leased Vehicles		16
Leases		16
Lemon Law		96
Lessee Initiated Early Termination		33
LIBOR		48
Liquidated Lease		73
Liquidation Proceeds		73
LKE		32
London Business Day		49
loss		71
Matured Vehicle		74
MBSCC		52
Monthly Early Termination Sale Proceeds		73
Monthly Payment		33
Monthly Payment Advance		76
Monthly Principal Distributable Amount		50
Monthly Remittance Condition		74
Monthly Sales Proceeds		73
Monthly Scheduled Termination Sale Proceeds		73
Moody’s		16
MRM ALG Residual		24
MSRP		24
MSRP ALG Residual		24
Net Auction Proceeds		75
Net Insurance Proceeds		75
Net Liquidation Proceeds		73
Nissan		23
NMAC		16
NNA		24
Note Balance		50
Note Distribution Account		61
Note Distribution Amount		57
Note Factor		47
Note Final Scheduled Payment Date		51
Note Owner		51
Note Rate		48
Noteholders		48
Notes		16
NSCC		52
OID		98
Optimal Principal Distributable Amount		51
Optional Purchase		58
Optional Purchase Price		58
Other SUBI		16
Other SUBI Assets		69
Other SUBI Certificates		16
Owner Trustee		17
Parties in Interest		101
Payment Ahead		74
Payment Date		48
Payment Date Advance Reimbursement		56
Permitted Investments		62
Plan Assets Regulation		102
Plan		101
Principal Carryover Shortfall		50
Principal Distribution Amount		50
PTCE		102
Pull-Forward		27
QI		32
Rating Agencies		16
Reallocation Payments		60
Recoveries		74
Redemption Price		58
Relief Act		96
Remaining Net Auction Proceeds		74
Remaining Payoffs		74
Replacement Vehicles		32
Repurchase Payment		27
Required Deposit Rating		62
Reserve Account		60
Reserve Account Draw Amount		61


Term	Page

Reserve Account Requirement		60
Residual Value Loss		75
Residual Value Surplus		75
Sales Proceeds Advance		76
SEC		i
Securities		16
Securitization Rate		35
Securitization Value		35
Security Deposit		40
Securityholders		57
Servicer Defaults		78
Servicing Agreement		72
Servicing Fee		78
Servicer		3
Spread		48
Standard & Poor’s		7
SUBI		16
SUBI Assets		16
SUBI Certificate		16
SUBI Certificate Transfer Agreement		22
SUBI Collection Account		60
SUBI Supplement		21
SUBI Trust Agreement		69
Tax Event		86
Tax Event Upon Merger		86
Term Extension		27
Terms and Conditions		54
Titling Trust		19
Titling Trust Agreement		19
Titling Trust Assets		19
Titling Trustee		20
Transferor		22
Trust		16
Trust Administration Agreement		81
Trust Agent		19
Trust Agreement		17
Trust Estate		18
Trust SUBI Certificate Transfer Agreement		22
Trustees		17
U.S. Bank		3
UCC		52
Underwriters		103
Underwriting Agreement		103
UTI		16
UTI Assets		3
UTI Beneficiary		16
UTI Certificates		19


Registration Fee	$	127
Blue Sky Fees and Expenses	$	*
Printing Expenses	$	*
Trustee Fees and Expenses	$	*
Legal Fees and Expenses	$	*
Accounting Fees and Expenses	$	*
Rating Agencies’ Fees	$	*
Miscellaneous	$	*


	*Item 14.2 Nissan-Infiniti LT, NILT Trust, Nissan Auto Lease Trust 2004-A*


	1.1	Form of Underwriting Agreement*
	3.1	Certificate of Formation of Nissan Auto Leasing LLC II
	3.2	Limited Liability Company Agreement of Nissan Auto Leasing LLC II
	4.1	Form of Indenture, by and between Nissan Auto Lease Trust 2004-A and U.S. Bank National Association, as Indenture Trustee (including form of the Notes)
	5.1	Form of Opinion of O’Melveny and Myers LLP with respect to legality*
	8.1	Form of Opinion of O’Melveny and Myers LLP with respect to tax matters*
10.1		Form of Agreement of Definitions among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT, Inc., NILT Trust, Nissan Auto Leasing LLC II, Nissan Auto Lease Trust 2004-A, Wilmington Trust Company, as Owner Trustee, and U.S. Bank National Association, as Trust Agent and Indenture Trustee
10.2		Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent
10.3		Form of 2004-A SUBI Supplement among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent
10.4		Servicing Agreement, dated as of March 1, 1999, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer


10.5		First Amendment to Servicing Agreement, dated as of January 3, 2001, among Nissan-Infiniti LT, as Origination Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Registered Pledgee and Servicer
10.6		Form of 2004-A Servicing Supplement among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer
10.7		Form of Amended and Restated Trust Agreement for Nissan Auto Lease Trust 2004-A, between Nissan Auto Leasing LLC II, as Transferor, and Wilmington Trust Company, as Owner Trustee
10.8		Amended and Restated Trust Agreement for NILT Trust, dated as of March 1, 1999, among Nissan Motor Acceptance Corporation, as Grantor and Beneficiary, U.S. Bank National Association, as Trustee, Nissan Motor Acceptance Corporation, as Administrator, and Wilmington Trust Company, as Delaware Trustee
10.9		Form of Trust Administration Agreement among Nissan Auto Lease Trust 2004-A, Nissan Motor Acceptance Corporation, as Administrative Agent, Nissan Auto Leasing LLC II, as Transferor, and U.S. Bank National Association, as Indenture Trustee
10.10		Form of Back-Up Security Agreement among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT Trust, Nissan Auto Leasing LLC II, as Transferor, Nissan Auto Lease Trust 2004-A, and U.S. Bank National Association, as Indenture Trustee
10.11		Form of Control Agreement among Nissan Auto Lease Trust 2004-A, U.S. Bank National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary
10.12		Form of SUBI Certificate Transfer Agreement between NILT Trust, as Transferor, and Nissan Auto Leasing LLC II, as Transferee
10.13		Form of Trust SUBI Certificate Transfer Agreement between Nissan Auto Leasing LLC II, as Transferor, and Nissan Auto Lease Trust 2004-A, as Transferee
23.1		Form of Consent of O’Melveny & Myers LLP (included as part of Exhibits 5.1, 8.1)*
24.1		Powers of Attorney (included on the Signature Pages to this Registration Statement)
25.1		Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1*


	NISSAN AUTO LEASING LLC II, a Delaware limited liability company



Name	Title	Date


/s/ STEVEN R. LAMBERT Steven R. Lambert	President and Director	August 13, 2004

/s/ JOJI TAGAWA Joji Tagawa	Treasurer and Director	August 13, 2004

/s/ SUSAN M. DERIAN Susan M. Derian	Director	August 13, 2004

H. Edward Matveld	Director

Cheryl A. Lawrence	Director



Director	Title	Date


/s/ STEVEN R. LAMBERT Steven R. Lambert	President and Director	August 13, 2004

/s/ JOJI TAGAWA Joji Tagawa	Treasurer and Director	August 13, 2004

/s/ SUSAN M. DERIAN Susan M. Derian	Director	August 13, 2004

H. Edward Matveld	Director

Cheryl A. Lawrence	Director


	By:	Nissan Motor Acceptance Corporation, solely as grantor and beneficiary


Exhibit
Number			Exhibit

	1	.1	Form of Underwriting Agreement*
	3	.1	Certificate of Formation of Nissan Auto Leasing LLC II
	3	.2	Limited Liability Company Agreement of Nissan Auto Leasing LLC II
	4	.1	Form of Indenture, by and between Nissan Auto Lease Trust 2004-A and U.S. Bank National Association, as Indenture Trustee (including form of the Notes)
	5	.1	Form of Opinion of O’Melveny and Myers LLP with respect to legality*
	8	.1	Form of Opinion of O’Melveny and Myers LLP with respect to tax matters*
	10	.1	Form of Agreement of Definitions among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT, Inc., NILT Trust, Nissan Auto Leasing LLC II, Nissan Auto Lease Trust 2004-A, Wilmington Trust Company, as Owner Trustee, and U.S. Bank National Association, as Trust Agent and Indenture Trustee
	10	.2	Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent
	10	.3	Form of 2004-A SUBI Supplement among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent
	10	.4	Servicing Agreement, dated as of March 1, 1999, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer
	10	.5	First Amendment to Servicing Agreement, dated as of January 3, 2001, among Nissan-Infiniti LT, as Origination Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Registered Pledgee and Servicer
	10	.6	Form of 2004-A Servicing Supplement among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer
	10	.7	Form of Amended and Restated Trust Agreement for Nissan Auto Lease Trust 2004-A, between Nissan Auto Leasing LLC II, as Transferor, and Wilmington Trust Company, as Owner Trustee
	10	.8	Amended and Restated Trust Agreement for NILT Trust, dated as of March 1, 1999, among Nissan Motor Acceptance Corporation, as Grantor and Beneficiary, U.S. Bank National Association, as Trustee, Nissan Motor Acceptance Corporation, as Administrator, and Wilmington Trust Company, as Delaware Trustee
	10	.9	Form of Trust Administration Agreement among Nissan Auto Lease Trust 2004-A, Nissan Motor Acceptance Corporation, as Administrative Agent, Nissan Auto Leasing LLC II, as Transferor, and U.S. Bank National Association, as Indenture Trustee
	10	.10	Form of Back-Up Security Agreement among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT Trust, Nissan Auto Leasing LLC II, as Transferor, Nissan Auto Lease Trust 2004-A, and U.S. Bank National Association, as Indenture Trustee
	10	.11	Form of Control Agreement among Nissan Auto Lease Trust 2004-A, U.S. Bank National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary
	10	.12	Form of SUBI Certificate Transfer Agreement between NILT Trust, as Transferor, and Nissan Auto Leasing LLC II, as Transferee
	10	.13	Form of Trust SUBI Certificate Transfer Agreement between Nissan Auto Leasing LLC II, as Transferor, and Nissan Auto Lease Trust 2004-A, as Transferee
	23	.1	Form of Consent of O’Melveny & Myers LLP (included as part of Exhibits 5.1, 8.1)*
	24	.1	Powers of Attorney (included on the Signature Pages to this Registration Statement)
	25	.1	Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1*