S-3

As filed with the Securities and Exchange Commission on May 7, 2014

Registration No. [•]

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NISSAN AUTO LEASING LLC II

(Depositor of the issuing entity described herein and underwriter with respect to The SUBI Certificate)

NISSAN-INFINITI LT

(Issuing Entity with respect to the SUBI Certificate)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	Nissan Auto Leasing LLC II 95-4885574 Nissan-Infiniti LT 33-6266449
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Nissan Way

Franklin, TN 37067

(615) 725-1127

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sean Caley, Esq.

One Nissan Way

Franklin, TN 37067

(615) 725-1664

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Angela M. Ulum, Esq.

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

(312) 782-0600

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

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.  ¨

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 statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Proposed Title of Each Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee(2)
Asset-Backed Notes	$1,000,000	100%	$1,000,000	$128.80
Special Units of Beneficial Interest Certificates(2)	(3)	(3)	(3)	(3)

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

(2) The Special Unit of Beneficial Interests (“Transaction SUBI”) issued by Nissan Infiniti LT, will constitute a beneficial interest in specified assets of Nissan-Infiniti LT, including certain leases and the automobiles relating to those leases. The Transaction SUBI is not being offered to investors hereunder. A Special Unit of Beneficial Interest Certificate (the “Transaction SUBI Certificate”) issued by Nissan-Infiniti LT, and representing the Transaction SUBI will be transferred to NILT Trust and sold by NILT Trust to one of the Nissan Auto Lease Trusts, the issuer of the Auto Lease Asset-Backed Notes. The Transaction SUBI Certificate is not being offered to investors hereunder.

(3) Not applicable.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this prospectus supplement and the accompanying prospectus is not complete and may be amended. We may not sell these securities until we deliver a final prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus are not an offer to sell nor are they seeking an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [•], 20[•]

Prospectus Supplement

( To Prospectus Dated [•], 20[•])

$[•]

Nissan Auto Lease Trust 20[•]-[•]

Issuing Entity

Nissan Auto Leasing LLC II, Depositor Nissan Motor Acceptance Corporation,                      Servicer/Sponsor

$[•] ASSET-BACKED NOTES

You should review carefully the factors set forth under “Risk Factors” beginning on page S-17 of this prospectus supplement and page 8 in the accompanying prospectus. The main sources for payment of the notes are a selected portfolio of Nissan and Infiniti lease contracts and the related Nissan and Infiniti leased vehicles, payments due on the lease contracts, proceeds from the sale of the leased vehicles, and monies on deposit in a reserve account. The securities are asset-backed securities issued by, and represent obligations of, the issuing entity only and do not represent 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 insured or guaranteed by any governmental agency. This prospectus supplement may be used to offer and sell the offered notes only if it is accompanied by the prospectus dated [•], 20[•].

• The issuing entity will issue [up to eight] classes of notes described in the following table. The issuing entity will also issue certificates that represent all of the undivided beneficial ownership interests in the issuing entity and are not being offered to the public, but instead initially will be issued to and retained by Nissan Auto Leasing LLC II and may be transferred to one of its affiliates after closing. [One or more classes of notes may be initially retained by Nissan Auto Leasing LLC II or conveyed to affiliates of Nissan Auto Leasing LLC II.]

• On the closing date, Nissan-Infiniti LT will issue a 20[•]-[•] SUBI Certificate, which will be transferred to the issuing entity at the time that the issuing entity issues the notes and certificates. The 20[•]-[•] SUBI Certificate is not being offered to the public under this prospectus supplement or the accompanying prospectus.

• The notes accrue interest from and including [•], 20[•].

• The principal of and interest on the notes will generally be payable on the 15th day of each month, unless the 15th day is not a business day, in which case payment will be made on the following business day. The first payment will be made on [•], 20[•].

	Principal Amount			Interest Rate			Final Scheduled Payment Date
[Class A-1a Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-1b Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-2a Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-2b Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-3a Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-3b Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-4a Notes]	$	[	•]		[	•]%		[	•],20[•]
[Class A-4b Notes]	$	[	•]		[	•]%		[	•],20[•]
20[•]-[•] SUBI Certificate		NA			NA			NA
	Price to Public(1)			Underwriting Discount(1)			Proceeds to  the Depositor(1)
[Per Class A-1a Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-1b Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-2a Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-2b Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-3a Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-3b Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-4a Note]	$	[	•]		[	•]%		[	•]%
[Per Class A-4b Note]	$	[	•]		[	•]%		[	•]%

⁽¹⁾  Total price to the public is $[•], total underwriting discount is $[•] and total proceeds to the Depositor are $[•]. If all of the classes of offered notes are not sold at the initial offering price, the underwriter may change the public offering price and the other selling terms.

Enhancement:

• Reserve account, with an initial deposit of at least $[•], which is approximately [•]% of the aggregate securitization value of the actual pool of leases and the related leased vehicles as of the cutoff date, and thereafter a required balance of not less than $[•], which represents not less than [•]% of the aggregate securitization value of the actual pool of leases and the related leased vehicles as of the cutoff date.

• The certificates with an original certificate balance of at least $[•] are subordinated to the notes to the extent described herein.

• [Interest rate [cap][swap] agreement(s) with [•] as [cap provider][swap counterparty], to mitigate the risk associated with an increase in the floating interest rate of each class of floating rate notes, if any.]

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

[Underwriters]

The date of this prospectus supplement is [•], 20[•].

SUMMARY	S-5
RISK FACTORS	S-17
OVERVIEW OF THE TRANSACTION	S-30
THE ISSUING ENTITY	S-31
Formation	S-31
Capitalization of the Issuing Entity	S-32
Property of the Issuing Entity	S-32
THE OWNER TRUSTEE, THE INDENTURE TRUSTEE AND THE TITLING TRUSTEE	S-33
[THE [CAP PROVIDER][SWAP COUNTERPARTY]]	S-34
USE OF PROCEEDS	S-35
THE SUBI	S-35
General	S-35
Underwriting and Transfers of the SUBI Certificate	S-35
THE LEASES	S-36
General	S-36
Characteristics of the Leases	S-37
Review of Pool Assets	S-45
STATIC POOL INFORMATION	S-45
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS	S-46
WEIGHTED AVERAGE LIFE OF THE NOTES	S-46
PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	S-52
Prepayment Information	S-52
Delinquency, Repossession and Credit Loss Information	S-52
Residual Value Loss Experience	S-57
NOTE FACTORS AND TRADING INFORMATION	S-59
THE DEPOSITOR	S-60
NISSAN MOTOR ACCEPTANCE CORPORATION	S-60
Financing	S-60
Securitization	S-61
Determination of Residual Values	S-62
Repurchases and Replacements	S-63
DESCRIPTION OF THE NOTES	S-63
General	S-63
Interest	S-63
[Interest Rate Cap Agreement(s)]	S-66
[Interest Rate Swap Agreement(s)]	S-67
Principal	S-69
Optional Purchase	S-71
DESCRIPTION OF THE CERTIFICATES	S-71
General	S-71
Principal	S-72
SECURITY FOR THE NOTES	S-72
General	S-72
The Accounts	S-72

i

DISTRIBUTIONS ON THE NOTES	S-75
Determination of Available Funds	S-75
Deposits to the Distribution Accounts; Priority of Payments	S-76
Indenture Defaults	S-78
Payment Date Certificate	S-79
ADDITIONAL INFORMATION REGARDING THE SECURITIES	S-81
Statements to Securityholders	S-81
Optional Purchase	S-82
Advances	S-82
Compensation for Servicer and Administrative Agent	S-83
Fees and Expenses	S-83
MATERIAL FEDERAL INCOME TAX CONSEQUENCES	S-84
ERISA CONSIDERATIONS	S-85
UNDERWRITING	S-86
Capital Requirements Directive	S-89
MATERIAL LITIGATION	S-90
CERTAIN RELATIONSHIPS	S-90
LEGAL MATTERS	S-90
INDEX OF PRINCIPAL TERMS	91
APPENDIX A GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	A-1
APPENDIX B STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS	B-1
APPENDIX C HISTORICAL POOL PERFORMANCE	C-1
APPENDIX D ASSUMED CASH FLOWS	D-1

ii

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the securities in two separate documents that progressively provide varying levels of detail: (1) the accompanying prospectus, which provides general information, some of which may not apply to a particular class of securities, including your class; and (2) this prospectus supplement, which will supplement the accompanying prospectus by providing the specific terms that apply to your class of securities.

Cross-references are included in this prospectus supplement and in the accompanying prospectus that direct you to more detailed descriptions of a particular topic. You can also find references to key topics in the Table of Contents in this prospectus supplement and in the accompanying prospectus.

You can find a listing of the pages where capitalized terms used in this prospectus supplement are defined under the caption “Index of Principal Terms” beginning on page S-92 in this prospectus supplement and under the caption “Index of Principal Terms” beginning on page 108 in the accompanying prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus. We have not authorized anyone to give you different information. We do not claim that the information in this prospectus supplement or the accompanying prospectus is accurate as of any dates other than the dates stated on the respective cover pages. We are not offering the offered notes in any jurisdiction where it is not permitted.

S-1

TRANSACTION OVERVIEW

• 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 vehicle leases and the related Nissan and Infiniti leased vehicles

• The UTI represents Titling Trust assets not allocated to the SUBI or any other special unit of beneficial interest similar to the SUBI and the Issuing Entity has no rights in either the UTI assets or the assets of any other SUBI

S-2

FLOW OF FUNDS*

* This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no indenture default has occurred and the notes have not been accelerated. For more detailed information or for information regarding the flow of funds upon the occurrence of an indenture default, please refer to “Distributions on the Notes – Indenture Defaults” in this prospectus supplement for a further description.

S-3

SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS*

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

S-4

SUMMARY

This summary highlights selected information from this prospectus supplement 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 supplement and the accompanying prospectus. You should carefully read both documents to understand all of the terms of the offering.

Issuing Entity (with respect to the
notes and the certificates):	Nissan Auto Lease Trust 20[•]-[•] is the trust that was established by a trust agreement dated as of [•], 20[•] and will be the entity that issues the notes and the certificates.
Depositor:	Nissan Auto Leasing LLC II.
Servicer/Sponsor and
Administrative Agent:	Nissan Motor Acceptance Corporation.
Indenture Trustee:	[•].
Owner Trustee:	[•].
[Cap Provider][Swap Counterparty]:	If any floating rate classes of notes are issued, [•], will be the [cap provider][SWAP counterparty]. The long-term credit rating assigned to the [cap provider][swap counterparty] is at least [•] or its equivalent by the rating agencies defined below in “— Ratings.” The short-term credit rating assigned to the [cap provider][swap counterparty] is at least [•] or its equivalent by such rating agencies.
Titling Trust (also the issuing entity
with respect to the SUBI Certificate):	Nissan-Infiniti LT.
Titling Trustee:	NILT, Inc.
Underwriters with respect to the
20[•]-[•] SUBI Certificate:	NILT Trust and Nissan Auto Leasing LLC II.
[Statistical Cutoff Date]:	[The statistical cutoff date for the leases and leased vehicles in the statistical pool used in preparing the statistical information presented in this prospectus supplement is the close of business on [•], 20[•].]
Cutoff Date:	Close of business on [•], 20[•].
Closing Date:	On or around [•], 20[•].
[Statistical Information]:	[The statistical information in this prospectus supplement is based on the leases and leased vehicles in a statistical pool as of the statistical cutoff date. The leases and leased vehicles allocated to a special unit of beneficial interest in the titling trust, which is also called a SUBI, on the closing date will be selected from the statistical pool. The characteristics of the actual pool of leases and leased vehicles allocated to the SUBI on the closing date may vary somewhat from the

S-5

	characteristics of the leases and leased vehicles in the statistical pool described in this prospectus supplement, although the sponsor and the depositor do not expect the variance to be material.]
Assets of the Issuing Entity:	The primary assets of the issuing entity will consist of the 20[•]-[•] SUBI Certificate representing the beneficial interest in a pool of closed-end Nissan and Infiniti leases, the related Nissan and Infiniti leased vehicles and related assets, including the right to receive monthly payments under the leases and the amounts realized from sales of the related leased vehicles, [and payments due under each interest rate [cap][swap] agreement, if any, for each class of floating rate notes, if any,] together with amounts in various accounts, including a reserve account.
	As of the close of business on [•], 20[•], the [statistical] cutoff date, the leases and the related leased vehicles in the [statistical] pool had:
	•     an aggregate securitization value of $[•],
	•     an aggregate discounted base residual value of the related leased vehicles of $[•] (approximately [•]% of the aggregate securitization value),
	•     a weighted average original lease term of approximately [•] months,
	•     a weighted average remaining term to scheduled maturity of approximately [•] months,
	•     [to the extent material, insert a description of the nature of the modifications and data regarding the number of modified loans, and]
	•     [to the extent material, insert a description of data regarding the accounts in the pool at closing that have been restored or re-aged.]
	On the closing date, the leases and the related leased vehicles allocated to the SUBI will have an aggregate securitization value, as of the cutoff date, of not less than $[•].]
	The securitization value of each lease and the related leased vehicle will be the sum of the present value of (i) the remaining monthly payments payable under the lease, and (ii) the base residual of the leased vehicle. For purposes of presenting the pool information in this prospectus supplement, the present value calculations will be made using a discount rate of [•]%.
	The base residual is the lowest of (a) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide in [[•] 20[•]] as a “mark-to-market” value without making a distinction between value adding options and non-value adding options, (b) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide in [[•] 20[•]] as a “mark-to-market” value giving only partial credit or no credit for options that add little or no value to the

S-6

	resale price of the vehicle, and (c) the residual value of the related leased vehicle at the scheduled termination of the lease established or assigned by NMAC at the time of origination of the lease.
	On the closing date, the titling trust will issue a SUBI, constituting a beneficial interest in the leases and the related leased vehicles. The 20[•]-[•] SUBI Certificate will be transferred to the issuing entity at the time it issues the notes and the certificates.
	The 20[•]-[•] SUBI Certificate will evidence an indirect beneficial interest, rather than a direct ownership interest, in the related SUBI assets. By holding the 20[•]-[•] SUBI Certificate, the issuing entity will receive an amount equal to all payments made on or in respect of the SUBI assets, except as described under “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes” in the accompanying prospectus. Payments made on or in respect of all other titling trust assets will not be available to make payments on the notes and the certificates. The 20[•]-[•] SUBI Certificate is not offered to you under this prospectus supplement or the accompanying prospectus.
	For more information regarding the issuing entity’s property, you should refer to “The Issuing Entity — Property of the Issuing Entity,” “The SUBI” and “The Leases” in this prospectus supplement.
Offered Notes:
	[Class A-1a notes]:	$ [•]
	[Class A-1b notes]:	$ [•]
	[Class A-2a notes]:	$ [•]
	[Class A-2b notes]:	$ [•]
	[Class A-3a notes]:	$ [•]
	[Class A-3b notes]:	$ [•]
	[Class A-4a notes]:	$ [•]
	[Class A-4b notes]:	$ [•]
	The offered notes may consist of the [[Class A-1][Class A-1a notes, Class A-1b notes], the [Class A-2][Class A-2a notes, the Class A-2b notes], the [Class A-3][Class A-3a notes, the Class A-3b notes], [and] the [Class A-4][Class A-4a notes and the Class A-4b notes]], as described on the cover page of this prospectus supplement. [The Class A-1a notes and the Class A-1b notes are referred to in this prospectus supplement collectively as the “Class A-1 notes;” the Class A-2a notes and the Class A-2b notes are referred to in this prospectus supplement collectively as the “Class A-2 notes;” the Class A-3a notes and the Class A-3b notes are referred to in this prospectus supplement collectively as the “Class A-3 notes;” and the Class A-4a notes and the Class A-4b notes are referred to in this prospectus supplement collectively as the “Class A-4 notes.” [If issued, the Class A-[•] notes will be floating rate notes.] [All other classes of offered notes will be fixed rate notes.]
	[The allocation of the principal balance between the Class A-1a notes and the Class A-1b notes, between the Class A-2a notes and the Class A-2b notes, between the Class A-3a notes and the Class A-3b notes and between the Class A-4a notes and the Class A-4b notes, respectively,

S-7

	will be determined no later than the day of pricing and may result in any of a number of possible allocation scenarios, including a scenario in which the entire principal balance of the one or more classes of notes is allocated to the floating rate tranche of that class and none of the principal balance is allocated to the fixed rate tranche of that class.]
Certificates:	The issuing entity will also issue certificates. The issuing entity is not offering the certificates. The certificates will be retained by the depositor.
	The issuing entity will not make any distributions to the holders of the certificates on any payment date until all principal of and interest on the notes that is due and payable on that payment date has been paid in full. However, no distributions on the certificates will reduce the certificate balance until the notes have been paid in full.
Terms of the Notes:	Payment Dates:
	Interest and principal will be payable on the 15th day of each month, unless the 15th day is not a business day, in which case the payment will be made on the following business day. The first payment will be made on [•][15], 20[•].
	Denominations:
.	The notes will be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof in book-entry form [(provided that any notes retained by the depositor or conveyed to affiliates of the depositor will be issued as definitive notes)].
	Per annum interest rates:
	The notes will have [fixed][or adjustable] rates of interest (which we refer to in this prospectus supplement as [“fixed rate notes”][or “floating rate notes,” respectively]), as follows:

[Class A-1a notes]:	[•]%
[Class A-1b notes]:	[•]%
[Class A-2a notes]:	[•]%
[Class A-2b notes]:	[•]%
[Class A-3a notes]:	[•]%
[Class A-3b notes]:	[•]%
[Class A-4a notes]:	[•]%
[Class A-4b notes]:	[•]%

Interest Period and Payments:

Interest on the notes will accrue in the following manner, except that on the first payment date, interest on all of the notes will accrue from and including the closing date:

S-8

Class	From (including)	To (excluding)	Day Count Convention
[A-1a]	[Prior Payment Date]	[Current Payment Date]	[Actual/360]
[A-1b]	[Prior Payment Date]	[Current Payment Date]	[Actual/360]
[A-2a]	[15th of prior month]	[15th of current month]	[30/360]
[A-2b]	[Prior Payment Date]	[Current Payment Date]	[Actual/360]
[A-3a]	[15th of prior month]	[15th of current month]	[30/360]
[A-3b]	[Prior Payment Date]	[Current Payment Date]	[Actual/360]
[A-4a]	[15th of prior month]	[15th of current month]	[30/360]
[A-4b]	[Prior Payment Date]	[Current Payment Date]	[Actual/360]

Interest payments on the notes will be paid[, pro rata with any senior swap termination payment to the swap counterparty, if applicable,] from all available funds after the servicing fee has been paid, certain advances and expenses have been reimbursed to the servicer.

[Interest Rate Cap Agreement]:

[On the closing date, for each class of the floating rate notes, if any, the issuing entity will enter into an interest rate cap agreement with the cap provider to hedge the floating interest rate on each class of those notes. If LIBOR related to any payment date exceeds the cap rate of [•]%, the cap provider will pay to the issuing entity 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 each class of the floating rate notes, if any, 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][365].

The obligations of the cap provider under the interest rate cap agreement are unsecured.

If the cap provider’s long-term senior unsecured debt ceases to be rated at a level acceptable to the rating agencies, the cap provider will be obligated to post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the interest rate cap agreement(s) or arrange for an eligible substitute cap provider satisfactory to the issuing entity.

Any amounts received under any interest rate cap agreement will be a source for interest payments on the floating rate notes, if any. The issuing entity should not be required to make any payments to the cap provider under the interest rate cap agreement(s), other than an upfront payment.

S-9

Each interest rate cap agreement, if any, may be terminated upon an event of default or other termination event specified in that interest rate cap agreement. If an interest rate cap agreement is terminated due to an event of default or other termination event, a termination payment may be due to the issuing entity by the cap provider to the issuing entity. In the event of a partial prepayment of the floating rate notes, if any, there may be a partial termination of the interest rate cap agreement, in which case, a termination payment may be due to the issuing entity by the cap provider.

The issuing entity’s rights under the interest rate cap agreement are pledged under the indenture.

For a more detailed description of the interest rate cap agreement and the cap provider, see “Description of the Notes — Interest Rate Cap Agreement” and the “Cap Provider” in this prospectus supplement.]

[Interest Rate Swap Agreement:]

[On the closing date, for each class of floating rate notes, if any, the issuing entity will enter into a transaction pursuant to an interest rate swap agreement with the swap counterparty to hedge the floating interest rate on each class of those notes. The interest rate swap for the floating rate notes will have an initial notional amount equal to the principal balance of the related floating rate notes on the closing date, which notional amount will decrease by the amount of any principal payments paid on the class of floating rate notes.

The notional amount under each interest rate swap will at all times be equal to the note balance of the related class of floating rate notes.

In general, under each interest rate swap agreement, if any, on each payment date the issuing entity will be obligated to pay the swap counterparty a fixed rate payment based on a per annum fixed rate times the notional amount of the interest rate swap agreement for a class of floating rate notes, if any, and the swap counterparty will be obligated to pay a per annum floating interest rate payment based on one-month LIBOR times the notional amount of the corresponding interest rate swap agreement. Payments (other than swap termination payments) on the interest rate swap agreement(s), if any, will be exchanged on a net basis, and will be aggregated such that the net payments due under the interest rate swap agreement(s) for any payment date will result in a single net swap payment or net swap receipt for the payment date. Any net swap payment owed by the issuing entity to the swap counterparty on the interest rate swap ranks higher in priority than all payments on the notes.

Each interest rate swap agreement may be terminated upon an event of default or other termination event specified in the interest rate swap agreement. If an interest rate swap agreement is terminated due to such an event of default or other termination event, a termination payment may be due to the swap counterparty by the issuing entity out of available funds or by the swap counterparty to the issuing entity. In

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addition, an interest rate swap agreement may be terminated in part upon any principal payment paid on the class of floating rate notes and upon such partial termination, a termination payment may be due to the swap counterparty by the issuing entity out of the available funds or by the swap counterparty to the issuing entity.

If the issuing entity fails to make a net swap payment due under an interest rate swap agreement or if a bankruptcy event occurs with respect to the issuing entity, a senior swap termination payment may be due to the swap counterparty that is pro rata with payments of interest on the notes and is higher in priority than payments of principal of the notes. Subordinated swap termination payments, which may be due because of an event of default or termination event under the interest rate swap agreement not involving the issuing entity’s failure to make a net swap payment or a bankruptcy event with respect to the issuing entity, will be subordinate to payments of principal of and interest on the notes.

The issuing entity’s obligation to pay any net swap payment and any other amounts due under the interest rate swap agreement is secured under the indenture by the issuing entity’s property. The issuing entity’s rights under the interest rate swap agreement are pledged under the indenture.

For a more detailed description of the interest rate swap agreement and the swap counterparty, see “Description of the Notes — Interest — Interest Rate Swap Agreement” and “The Swap Counterparty” in this prospectus supplement.]

Principal:

Amounts allocated to the notes; priority of payments: Principal of the notes will be payable on each payment date sequentially, in the following order of priority:

(1) to the Class A-1 notes [(pro rata among the Class A-1a notes and the Class A-1b notes, if applicable)] until they are paid in full,

(2) to the Class A-2 notes [(pro rata among the Class A-2a notes and the Class A-2b notes, if applicable)] until they are paid in full,

(3) to the Class A-3 notes [(pro rata among the Class A-3a notes and the Class A-3b notes, if applicable)] until they are paid in full, and

(4) to the Class A-4 notes [(pro rata among the Class A-4a notes and the Class A-4b notes, if applicable)]until they are paid in full.

Principal payments on the notes will be made from all available amounts after the servicing fee has been paid[,any net swap payment has been paid to the swap counterparty,] certain advances have been reimbursed and after payment of interest on the notes [and any senior swap termination payment]. No distributions on the certificates will reduce the certificate balance until all classes of notes have been paid in full.

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	Notwithstanding the foregoing, after the occurrence of an event of default under the indenture, referred to as an “indenture default,” and an acceleration of the notes (unless and until such acceleration has been rescinded), amounts available for payment of principal on the notes shall be made in the following priority, first to the Class A-1 notes [(pro rata among the Class A-1a notes and the Class A-1b notes, if applicable)], until the outstanding principal balance of the Class A-1 notes has been paid in full, and then to the Class A-2 notes [(pro rata among the Class A-2a notes and the Class A-2b notes, if applicable)], the Class A-3 notes [(pro rata among the Class A-3a notes and the Class A-3b notes, if applicable)] and the Class A-4 notes [(pro rata among the Class A-4a notes and the Class A-4b notes, if applicable)] on a pro rata basis, based on the respective outstanding principal balances of those classes of notes, until the outstanding principal balances of those classes of notes have been paid in full.
	Final Scheduled Payment Dates: The issuing entity must pay the outstanding principal balance of each class of notes by its final scheduled payment date as follows:
	Class	Final Scheduled Payment Date
	A-1a	[•], 20[•]
	A-1b	[•], 20[•]
	A-2a	[•], 20[•]
	A-2b	[•], 20[•]
	A-3a	[•], 20[•]
	A-3b	[•], 20[•]
	A-4a	[•], 20[•]
	A-4b	[•], 20[•]
	For more detailed information concerning payments of principal, you should refer to “Description of the Notes — Principal” and “Distributions on the Notes” in this prospectus supplement.
Enhancement:	The enhancement for the offered notes will consist of the reserve account, [the interest rate [cap][swap] agreement(s), if any,] and the subordination of the certificates. The enhancement is intended to protect you against losses and delays in payments on your notes by absorbing losses on the leases and other shortfalls in cash flows.
	The Reserve Account:
	The servicer, on behalf of the issuing entity, 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 depositor will make an initial deposit into the reserve account of at least $[•], which is approximately [•]% of the aggregate securitization value of the actual pool of leases and the related leased vehicles as of the cutoff date, and
	•     on each payment date while the notes remain outstanding, any excess collections remaining after payment of principal of and interest on the notes[, payments due to the [swap counterparty, if

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	any,] and various other obligations and expenses of the issuing entity will be deposited into the reserve account until the reserve account balance is equal to not less than [•]% of the aggregate securitization value of the actual pool of leases and the related leased vehicles as of the cutoff date.
	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 holders of the certificates, as beneficial owners of the issuing entity.
	Funds in the reserve account on each payment date will be available to cover shortfalls in payments on the notes [and any net swap payments and senior swap termination payments then payable to the swap counterparty, if any] until the amount on deposit in the reserve account is zero. The reserve account will be pledged to the indenture trustee to secure repayment of the notes. See “Distributions on the Notes — Deposits to the Distribution Accounts; Priority of Payments” in this prospectus supplement.
	For more information regarding the reserve account, you should refer to “Security for the Notes — The Accounts — The Reserve Account” in this prospectus supplement.
	Subordination of the Certificates:
	The certificates represent all of the ownership interests in the issuing entity. The holders of the certificates, as beneficial owners of the issuing entity, will receive distributions on any payment date only after all principal of and interest on the notes [and any net swap payments and senior swap termination payments then payable to the swap counterparty] due on that payment date has been paid in full and any necessary deposits to the reserve account have been made. However, those distributions will not reduce the certificate balance until the notes have been paid in full. The certificates will not receive any interest.
Indenture Defaults:	The notes are subject to specified indenture defaults described under “Description of the Indenture — Indenture Defaults” in the accompanying prospectus. Among these indenture defaults are the failure to pay interest on the notes for five days after it is due or the failure to pay principal on the applicable final scheduled payment date for each class of notes.
	If an indenture default occurs and continues, the indenture trustee or the holders of at least a majority of the outstanding principal amount of the notes may declare the notes to be immediately due and payable. That declaration, under limited circumstances, may be rescinded by the holders of at least a majority of the outstanding principal amount of the notes.
	After an indenture default and the acceleration of the notes, funds on deposit in the collection account and any of the issuing entity’s bank accounts with respect to the affected notes will be applied to pay principal of and interest on the notes[, and any amounts owing to the swap counterparty, if any, under the interest rate swap agreement(s)] in the order and amounts described under “Description of the Notes — Interest” and “— Principal” in this prospectus supplement.

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	If the notes are accelerated after an indenture default, the indenture trustee may, under certain circumstances:
	•     institute proceedings in its own name for the collection of all amounts then payable on the notes,
	•     take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee, the noteholders [and the swap counterparty, if any], or
	•     foreclose on the assets of the issuing entity, if the indenture default relates to a failure by the issuing entity to pay interest on the notes when due or principal of the notes on their respective final scheduled payment dates, by causing the issuing entity to sell those assets to permitted purchasers under the indenture.
	For more information regarding the events constituting an indenture default under the indenture and the remedies available following an indenture default, you should refer to “Description of the Indenture — Indenture Defaults” and “—Remedies Upon an Indenture Default” in the accompanying prospectus.
Servicing/Administration:	Nissan Motor Acceptance Corporation will service the titling trust assets, including the SUBI assets. In addition, Nissan Motor Acceptance Corporation will perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the indenture, the trust agreement and certain other basic documents. On each payment date, Nissan Motor Acceptance Corporation will be paid a fee for performing its servicing and administrative obligations in an amount equal to one-twelfth of [1.00]% of the aggregate securitization value of the leases and leased vehicles allocated to the 20[•]-[•] SUBI Certificate at the beginning of the preceding month, or in the case of the first payment date, at the cutoff date. The servicing fee will be payable from amounts collected under the leases and amounts realized from sales of the related leased vehicles, and will be paid to the servicer prior to the payment of principal of and interest on the notes.
	You should refer to “Additional Information Regarding the Securities — Compensation for Servicer and Administrative Agent” in this prospectus supplement for more detailed information regarding the servicing fees to be paid to Nissan Motor Acceptance Corporation.
Optional Purchase:	Nissan Motor Acceptance Corporation, as servicer has the option to purchase or cause to be purchased all of the assets of the issuing entity on any payment date on which either (i) the sum of the then-outstanding principal amount of the notes and the then-outstanding certificate balance is less than or equal to [•]% of the sum of the initial principal amount of the notes and the initial certificate balance or (ii) the then-outstanding principal amount of the notes is zero and the holders of 100% of the certificates consent thereto. 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.

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	For more information regarding the optional purchase, you should refer to “Additional Information Regarding the Securities — Optional Purchase” in this prospectus supplement.
Advances:	The servicer is required to advance to the issuing entity (i) lease payments that are due but unpaid by the lessees and (ii) proceeds from expected sales on leased vehicles for which the related leases have terminated during the related collection period. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from future payments on the related lease or leased vehicle.
	For more detailed information on advances and reimbursement of advances, you should refer to “Additional Information Regarding the Securities — Advances” in this prospectus supplement and “Description of the Servicing Agreement — Advances” in the accompanying prospectus.
Tax Status:	Subject to certain assumptions and qualifications, Mayer Brown LLP, special tax counsel to the issuing entity, is of the opinion that the notes (other than such notes retained by the depositor or transferred to any affiliate that is treated as the same person as the depositor for U.S. federal income tax purposes) will be classified as debt for federal income tax purposes and that the issuing entity will not be characterized as an association or publicly traded partnership taxable as a corporation.
	The depositor will agree, and noteholders and beneficial owners will agree by accepting the notes or a beneficial interest therein, to treat the notes as debt for federal income tax purposes.
	You should refer to “Material Federal Income Tax Consequences” in this prospectus supplement and “Material Federal Income Tax Consequences” in the accompanying prospectus.
Ratings:	The sponsor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations (the “rating agencies”) hired by the sponsor to assign ratings on the notes. The ratings of the notes will address the likelihood of payment of principal and interest on the notes according to their terms. Although the rating agencies are not contractually obligated to do so, we believe that each hired rating agency rating the notes will monitor the ratings using its normal surveillance procedures. Any hired rating agency may change or withdraw an assigned rating at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the hired rating agencies. Any rating action taken by one rating agency may not necessarily be taken by the other rating agency. No transaction party will be responsible for monitoring any changes to the ratings on the notes. See “Risk Factors – A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes could adversely affect the market value of your notes and/or limit your ability to resell your notes” in this prospectus supplement.

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ERISA Considerations:	Subject to the considerations discussed under “ERISA Considerations,” the notes (other than notes initially retained by the depositor or conveyed to affiliates of the depositor) may be acquired with the assets of an “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, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) that is subject to Section 4975 of the Code, or any entity deemed to hold “plan assets” of either of the foregoing (each a “Benefit Plan Investor”), as well as “governmental plans” (as defined in Section 3(32) of ERISA) and any other employee benefit plans that are subject to state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code (collectively, with Benefit Plan Investors, referred to as “Plans”). Fiduciaries of Plans are urged to carefully review the matters discussed in this prospectus supplement and the accompanying prospectus and consult with their legal advisors before making a decision to invest in the notes. See “ERISA Considerations.”
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, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements and classifications relating to portfolio credit risk analysis, maturity, liquidity and risk diversification. Money market funds contemplating a purchase of the Class A-1 notes are encouraged to consult their counsel before making a purchase.
CUSIP Numbers:	Each class of notes will have the following CUSIP number:
	Class	CUSIP Number
	[A-1a]	[•]
	[A-1b]	[•]
	[A-2a]	[•]
	[A-2b]	[•]
	[A-3a]	[•]
	[A-3b]	[•]
	[A-4a]	[•]
	[A-4b]	[•]

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RISK FACTORS

You should consider the following risk factors (and the factors set forth under “Risk Factors” in the accompanying prospectus) in deciding whether to purchase the notes of any class.

Payment priorities increase risk of loss or delay in payment to certain notes.	Based on the priorities described under “Distributions on the Notes” in this prospectus supplement, classes of notes that receive payments, particularly principal payments, before other classes will be repaid more rapidly than the other classes of notes. In addition, because principal of each class of notes will be paid sequentially (so long as no event of default has occurred), classes of notes that have higher sequential numerical class designations (i.e., 2 being higher than 1) will be outstanding longer and therefore will be exposed to the risk of losses on the leases during periods after other classes of notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
	Because of the priority of payment on the notes, the yields of the Class A-2 notes, Class A-3 notes and Class A-4 notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-1 notes. Accordingly, the Class A-3 and Class A-4 notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-1 notes and the Class A-2 notes. The Class A-4 notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-1 notes, the Class A-2 notes and the Class A-3 notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
	Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected.
The geographic concentration of the leases, economic factors and lease performance could
negatively affect the pool assets.	As of the [statistical] cutoff date, Nissan Motor Acceptance Corporation’s records indicate that the billing addresses of the obligors in the [statistical] pool were most highly concentrated in the following states:
	State	Percentage of Aggregate Securitization Value
	[•]		[•]%
	[•]		[•]%
	[•]		[•]%
	[•]		[•]%
	[•]		[•]%
	[•]		[•]%

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	No other state, based on the billing addresses of the obligors, accounted for more than 5.00% of the aggregate securitization value of the leases as of the [statistical] cutoff date. Economic conditions or other factors affecting these states in particular could adversely affect the delinquency, credit loss, repossession or prepayment experience of the issuing entity.
[This prospectus supplement provides information regarding the characteristics of the leases and the related leased vehicles in the statistical pool as of the statistical cutoff date that may differ from the characteristics of the leases and the related leased vehicles allocated to the SUBI on the
closing date as of the cutoff date.	This prospectus supplement describes the characteristics of the leases and related leased vehicles in the statistical pool as of the statistical cutoff date. The leases and related leased vehicles allocated to the SUBI on the closing date may have characteristics that differ somewhat from the characteristics of the leases and related leased vehicles in the statistical pool described in this prospectus supplement. We do not expect the characteristics (as of the cutoff date) of the leases and related leased vehicles allocated to the SUBI on the closing date to differ materially from the characteristics (as of the statistical cutoff date) of the leases and related leased vehicles in the statistical pool described in this prospectus supplement, and each lease and related leased vehicle to be allocated to the SUBI on the closing date must satisfy the eligibility criteria specified in the transaction documents. If you purchase a note, you must not assume that the characteristics of the leases and related leased vehicles allocated to the SUBI on the closing date will be identical to the characteristics of the leases and related leased vehicles in the statistical pool disclosed in this prospectus supplement.]
The concentration of leased vehicles to particular models could negatively affect the pool assets.	The [•],[•] and [•] models represent approximately [•]%, [•]% and [•]%, respectively, of the aggregate securitization value of the leases allocated to the [statistical] pool as of the [statistical] cutoff date. Any adverse change in the value of 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.
Credit scores and historical loss experience may not accurately predict the likelihood of losses on
the leases.	Information regarding credit scores for the lessees obtained at the time of origination of the related lease is presented in “The Leases — Characteristics of the Leases — General” in this prospectus supplement. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Neither the depositor, the sponsor nor any other party makes any representations or warranties as to any lessee’s current credit score or the actual performance of any lease or that a particular credit score should be relied upon as a basis for an expectation that a lease will be paid in accordance with its terms.

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	Additionally, historical loss and delinquency information set forth in this prospectus supplement under “Prepayments, Delinquencies, Repossessions and Net Losses — Delinquency, Repossession and Credit Loss Information” and “— Residual Value Loss Experience” was affected by several variables, including general economic conditions and market residual values, that are likely to differ in the future. Therefore, there can be no assurance that the net loss experience calculated and presented in this prospectus supplement with respect to Nissan Motor Acceptance Corporation’s managed portfolio of leases will reflect actual experience with respect to the leases allocated to the SUBI. There can be no assurance that the future delinquency or loss experience of the servicer with respect to the leases will be better or worse than that set forth in this prospectus supplement with respect to Nissan Motor Acceptance Corporation’s managed portfolio.
The continuing effects of the economic downturn and other economic factors may adversely affect the performance of the leases, which could result in losses
on the notes.	The United States has experienced a period of economic slowdown and a recession, and the continuing effects of this downturn, including economic uncertainty, a slow pace of recovery or a renewed downturn, may adversely affect the performance of the leases. Continued high unemployment, decreased home values and lack of availability of credit may lead to increased delinquency and default rates by lessees, as well as decreased consumer demand for cars and trucks and reduced used vehicle prices, which could increase the amount of a loss if the lease defaults. This period may be accompanied by decreased consumer demand for vehicles, increased turn-in rates and declining market values of off-lease vehicles, which further increases the amount of a loss if a lease default occurs. Significant increases in the inventory of used vehicles during periods of economic slowdown or recession may also depress the prices at which off-lease vehicles may be sold or delay the timing of these sales. Delinquencies and losses on car and truck leases generally have increased during the economic downturn and may continue to increase.
	In addition, higher future energy and fuel prices could reduce the amount of disposable income that consumers have available to lease vehicles as well as reduce the demand for vehicles, thereby reducing the residual value of leased vehicles. Higher energy costs could cause business disruptions, which could cause unemployment and a further or deepening economic downturn. Decreased consumer demand could cause obligors to potentially become delinquent in making payments or default if they are unable to make payments on the leases. The trust’s ability to make payments on the notes could be adversely affected if the related obligors are unable to make timely payments or if the residual values of leased vehicles decline.

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	While certain economic factors have improved recently, other factors, such as unemployment, have not yet improved. If the economic downturn worsens, or continues for a prolonged period of time, delinquencies and losses on the leases could continue to increase, which could result in losses on the notes.
	See Prepayments, Delinquencies, Repossessions and Net Losses – Delinquency, Repossession, and Credit Loss Information and “Static Pool Information” in this prospectus supplement for delinquency and loss information regarding certain leases and leased vehicles originated and serviced by Nissan Motor Acceptance Corporation.
Natural or man-made disasters may adversely affect the
performance of the leases.	Extreme weather conditions or natural or man-made disasters and their immediate consequences could cause substantial business disruptions, economic losses, unemployment and an economic downturn. If any of those events occurred, the related lessees’ ability or willingness to make payments on the leases, the value of used vehicles or the servicer’s ability to administer the leases could be adversely affected and accordingly the issuing entity’s ability to make payments on the notes could be adversely affected.
Risk of loss or delay in payment may result from delays in the transfer of servicing due to the
servicing fee structure.	Because the servicing fee is structured as a percentage of the aggregate securitization value of the leases and leased vehicles, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the aggregate outstanding securitization value of the leases and leased vehicles has been repaid. Due to the reduction in servicing fee as described in the foregoing, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.
The residual value of leased vehicles may be adversely affected by discount pricing incentives, marketing incentive programs and
other market factors.	Historical residual value loss experience on leased vehicles is partially attributable to new car pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America, Inc. or by its competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. In addition, the pricing of used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, the introduction and pricing of new car models and other factors, including concerns about the viability of the related vehicle manufacturer and/or an actual failure or bankruptcy of the related vehicle manufacturer. In addition, decisions by Nissan North America, Inc. with respect to new vehicle production, pricing and incentives may affect used vehicle

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	prices, particularly those for the same or similar models. The reduced demand for used cars resulting from discount pricing incentives, other marketing incentive programs introduced by Nissan North America, Inc. or any of its competitors or other market factors may reduce the prices consumers will be willing to pay for used cars, including leased vehicles included in the pool assets at the end of the related leases and thus reduce the residual value of such leased vehicles. As a result, the proceeds received by the titling trust upon disposition of leased vehicles may be reduced and may not be sufficient to pay amounts owing on the notes.
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes could adversely affect the market value of your notes and/or limit
your ability to resell your notes.	The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect the rating agency’s assessment of the creditworthiness of the leases, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the leases and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the leases, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	The sponsor has hired [two] rating agencies and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under newly effective SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus supplement. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the leases and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

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Potential rating agency conflict of interest and regulatory scrutiny.	We note that it may be perceived that the rating agencies have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the rating agencies for their rating services.
	Furthermore, the rating agencies have been and may continue to be under scrutiny by federal and state legislative and regulatory bodies for their roles in the recent financial crisis and such scrutiny and any actions such legislative and regulatory bodies may take as a result thereof may also have an adverse effect on the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.
Lack of liquidity in the secondary market and financial market disruptions may adversely affect your notes.	There will be no market for the notes prior to their issuance, and there can be no assurance that a secondary market will develop after such issuance. Recent events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government programs to assist financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, caused a significant reduction in liquidity in the secondary market for asset-backed securities. There can be no assurance that future events will not occur that could have a similar adverse effect on the liquidity of the secondary market. Illiquidity can have a severely adverse effect on the market value of the securities that are especially sensitive to prepayment, credit or interest risk, such as the notes. See “Risk Factors – You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” in this prospectus supplement.
	Furthermore, the global financial markets have recently experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this uncertainty related to the sovereign debt of various countries will not lead to further disruption of the financial and credit markets in the United States, which could adversely affect the market value of your notes.

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You may have difficulty selling your notes and/or obtaining your desired price due to the absence of
a secondary market.	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 offered notes by offering to buy the offered notes from investors that wish to sell. However, the underwriters are not obligated to make offers to buy the offered 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 and you may not be able to obtain the price that you wish to receive.
Risks associated with legal
proceedings relating to leases.	From time to time, Nissan Motor Acceptance Corporation is a party to legal proceedings, and is presently a party to, and is vigorously defending, various legal proceedings, including proceedings that are or purport to be class actions. Some of these actions may include claims for rescission and/or set-off, among other forms of relief. Nissan Motor Acceptance Corporation, as servicer, will make representations and warranties relating to the leases’ compliance with law and the issuing entity’s ability to enforce the lease contracts. If there is a breach of any of these representations or warranties, the issuing entity’s sole remedy will be to require Nissan Motor Acceptance Corporation to repurchase the affected leases. Nissan Motor Acceptance Corporation believes each such proceeding constitutes ordinary litigation incidental to the business and activities of major lending institutions, including Nissan Motor Acceptance Corporation. However, if Nissan Motor Acceptance Corporation failed to repurchase such affected Leases or if the issuing entity were held liable in any lawsuit by a lessee, you may experience delays in payments or principal losses on your notes.
Retention of the notes by the depositor or an affiliate of the depositor may reduce the liquidity
of such notes.	Some or all of one or more classes of notes may be retained by the depositor or conveyed to certain specified affiliates of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes of that class already in the market could be adversely affected.

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Federal financial regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of
payments on your notes.	On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the Dodd-Frank Act generally took effect on July 22, 2010, many provisions did not take effect for some time, some provisions are still not effective and many provisions require implementing regulations to be issued. The Dodd-Frank Act is extensive and significant legislation that, among other things: creates a liquidation framework for the resolution of certain bank holding companies and other nonbank financial companies, defined as “covered financial companies”, in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and also for the resolution of certain of their respective subsidiaries, defined as “covered subsidiaries”, in the event such a subsidiary is in default or in danger of default and the liquidation of such subsidiary would avoid or mitigate serious adverse effects on financial stability or economic conditions of the United States; creates a new framework for the regulation of over-the-counter derivatives activities; strengthens the regulatory oversight of securities and capital markets activities by the SEC; and creates the Consumer Financial Protection Bureau (“CFPB”), a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services.
	The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates.
	The Dodd-Frank Act also increases the regulation of the securitization markets. For example, implementing regulations will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It gives broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.
	Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC or other government entities, as applicable, may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as Nissan Motor Acceptance Corporation. Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the appropriate federal regulatory agencies over the next couple of years. As such, in many respects, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for an extended period of time. In particular, no assurance can be given that these new requirements imposed, or to be imposed after implementing regulations are issued, by the Dodd-Frank Act will not have a significant impact on the servicing of the leases, and on the regulation and supervision of the servicer, the sub-servicer, the sponsor, the originator, the depositor, the issuing entity and/or their respective affiliates.

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	In addition, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” or their “covered subsidiaries” would not apply to Nissan Motor Acceptance Corporation or its affiliates, the issuing entity or the depositor, or, if it were to apply, would not result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the Indenture Trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of the leases as further described under “Additional Legal Aspects of the SUBI and the Titling Trust – Dodd-Frank Orderly Liquidation Framework – FDIC’s Repudiation Power under OLA” in the accompanying prospectus. Application of this framework could materially adversely affect the timing and amount of payments of principal and interest on your notes. See “Additional Legal Aspects of the SUBI and the Titling Trust – Dodd-Frank Orderly Liquidation Framework” in the accompanying prospectus.
[Risks of delays, reductions and/or accelerations in the payments of interest on or principal of the notes associated with the interest rate
swap agreement(s).	[The issuing entity will enter into an interest rate swap transaction for each class of floating rate notes, if any, under a separate interest rate swap agreement because the receivables owned by the issuing entity bear interest at fixed rates, while each of the Class A-[•] notes, if any such class is issued, will bear interest at a floating rate. The issuing entity may use payments made by the swap counterparty to make interest and other payments on each payment date.
	During those periods in which the weighted average of the floating rates payable by the swap counterparty is substantially greater than the weighted average of the fixed rates payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make interest payments on the notes without using amounts that would otherwise be used to pay principal of the notes. If the swap counterparty fails to pay a net swap receipt, and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest on and principal of your notes.
	During those periods in which the weighted average of the floating rates payable by the swap counterparty under the interest rate swap agreement(s) is less than the weighted average of the fixed rates payable by the issuing entity under the related interest rate swap agreement(s), the issuing entity will be obligated to make a net swap payment to the swap counterparty. The issuing entity’s obligation to pay a net swap payment to the swap counterparty is secured by the issuing entity’s property.
	[A downgrade, suspension or withdrawal of any rating of the swap counterparty by a rating agency then rating the notes may result in the downgrade, suspension or withdrawal of the ratings assigned by that

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	rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the swap counterparty of its obligations under the interest rate swap 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.]
	An indenture default may result in payments on your notes being accelerated. The swap counterparty’s right to receive a net swap payment will be higher in priority than all payments on the notes. If a net swap payment is due to the swap counterparty on a payment date and there are insufficient collections on the receivables and insufficient funds on deposit in the reserve account to make payments of interest on and principal of the notes, you may experience delays and/or reductions in payments of the interest on and principal of your notes.
	As more fully described in this prospectus supplement in “Description of the Notes — Interest Rate Swap Agreement(s),” an interest rate swap agreement, if any, generally may not be terminated except upon failure of either party to the interest rate swap agreement to make payments when due; a bankruptcy of either party to the interest rate swap agreement or other insolvency events with respect to the swap counterparty; illegality; failure of the swap counterparty to provide financial information as required by Regulation AB of the Securities Act of 1933, as amended, or to post eligible collateral or assign the interest rate swap agreement to an eligible counterparty if it is unable to provide that financial information, certain tax or merger events that affect the swap counterparty’s creditworthiness or ability to make payments, or any other breach of the interest rate swap agreement on the part of the swap counterparty; a material misrepresentation by the swap counterparty in the interest rate swap agreement; or failure of the swap counterparty to obtain a guarantee, post collateral, assign the interest rate swap agreement to an eligible counterparty or take other remedial action if the swap counterparty’s credit ratings drop below the levels required by the interest rate swap agreement. In any early termination, a termination payment may be due to the issuing entity or to the swap counterparty and such termination payment could be substantial.
	If the swap counterparty, if any, fails to make a termination payment owed to the issuing entity under an interest rate swap agreement, if any, the amount available to pay principal of and interest on the notes will be reduced.
	If an interest rate swap agreement is terminated and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest on and principal of your notes, you may experience delays and/or reductions in the interest on and principal of your notes.]
[Risks of delays, reductions and/oraccelerations in the payments of intereston or principal of the notes associatedwith the interest rate cap agreement(s).]	[The amounts available to the issuing entity to pay interest on and principal of all classes of the notes depend in part on the operation of the interest rate cap agreement(s) and the performance by the cap

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provider of its obligations under the interest rate cap agreement(s). The ratings of all the notes take into account the provisions of the interest rate cap agreement(s) and the ratings currently assigned to the cap provider.

During those periods in which the floating rate is substantially greater than the cap rate of [•]%, the issuing entity 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(s), 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 on and principal of your notes.

A downgrade, suspension or withdrawal of any rating of the cap provider by a rating agency then rating the notes may result in the downgrade, suspension or withdrawal of the ratings assigned by that 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.

Certain events (including some that are not within the control of the issuing entity 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. In an early termination, a termination payment may be due to the issuing entity. The amount of any termination payment will be based on the market value of the interest rate cap agreement. Any termination payment could be substantial. If the cap provider fails to make a termination payment owed to the issuing entity, the amount available to pay interest on and principal of the notes will be reduced. In addition, if the notes are accelerated after the interest rate cap agreement terminates, the indenture trustee may under certain circumstances liquidate the assets of the issuing entity. 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 issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. Additionally, 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 prepayment risks.

The proceeds of any liquidation of the assets of the issuing entity 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 may under certain circumstances constitute an

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	indenture default under the indenture.] If this occurs and the notes are accelerated, the priority of payments of all notes will change from pro rata payments of interest followed by sequential payments of principal to pro rata payments of interest followed by payments of principal of the Class A-1 notes first, followed by pro rata payment of principal of the Class A-2 notes, the Class A-3 notes, and the Class A-4 notes. As a result, a class of notes with an earlier maturity may absorb a smaller amount of losses than a class of notes with a later maturity.]
Lack of liquidity in the secondary market may adversely affect your notes.	The secondary market for asset-backed securities could be and may in the future experience significant reduced liquidity. Recent and continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government programs to assist financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused a significant reduction in liquidity in the secondary market for asset-backed securities. This period of illiquidity may continue, and even worsen, and may adversely affect the market value of your notes. See “Risk Factors – You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” in this prospectus supplement.
You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market.	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 offered notes by offering to buy the offered notes from investors that wish to sell. However, the underwriters are not obligated to make offers to buy the offered 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 and you may not be able to obtain the price that you wish to receive.
Risks associated with legal proceedings relating to leases.	From time to time, Nissan Motor Acceptance Corporation is a party to legal proceedings, and is presently a party to, and is vigorously defending, various legal proceedings, including proceedings that are or purport to be class actions. Some of these actions may include claims for rescission and/or set-off, among other forms of relief. Each of Nissan Auto Leasing LLC II, the depositor, and Nissan Motor

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	Acceptance Corporation, the servicer, will make representations and warranties relating to the leases’ compliance with law and the issuing entity’s ability to enforce the lease contracts. If there is a breach of any of these representations or warranties, the issuing entity’s sole remedy will be to require Nissan Auto Leasing LLC II to repurchase the affected leases. Nissan Motor Acceptance Corporation believes each such proceeding constitutes ordinary litigation incidental to the business and activities of major lending institutions, including Nissan Motor Acceptance Corporation. The amount of liability on pending claims and actions as of the date of this prospectus supplement is not determinable; however, in the opinion of the management of Nissan Motor Acceptance Corporation, the ultimate liability resulting from such litigation should not have a material adverse effect on Nissan Motor Acceptance Corporation’s consolidated financial position or results of operation. However, there can be no assurance in this regard.
[Retention of the notes by the depositor or an affiliate of the depositor may reduce the liquidity
of such notes.	Some or all of one or more classes of notes may be retained by the depositor or conveyed to certain specified affiliates of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes of that class already in the market could be adversely affected.]
You may experience reduced returns and delays on your notes
resulting from a vehicle recall.	Lessees that lease motor vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, their lease payments. Vehicle recalls may also result in increased turn-ins. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles or turn-ins may be sold or delay the timing of those sales in the used car market. If the default rate on the leases allocated to the SUBI on the closing date increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the units allocated to the SUBI on the closing date, you may experience delays in payments or principal losses on your notes. See also “Risk Factors — Increased turn-in rates may increase losses” in the accompanying prospectus.

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OVERVIEW OF THE TRANSACTION

Please refer to page S-2 for a diagram providing an overview of the transaction described in this Prospectus Supplement and the accompanying Prospectus. You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms” in this Prospectus Supplement beginning on page S-92.

All of the motor vehicle dealers in the Nissan Motor Acceptance Corporation (“NMAC”) network of dealers (the “Dealers”) have entered into agreements with NMAC or Infiniti Financial Services (“IFS”), which is a division of 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” in the accompanying Prospectus. The UTI Beneficiary will instruct the trustee of the Titling Trust:

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

• to allocate to the SUBI a separate portfolio of leases (the “Leases”), the related vehicles leased under the Leases (the “Leased Vehicles”), the cash proceeds associated with such Leases, the security deposits made by the lessees, the certificates of title relating to the Leased Vehicles and the right to receive payments under any insurance policy relating to the Leases, the Leased Vehicles or the related lessees.

The SUBI will represent the entire beneficial interest in the Leases, Leased Vehicles and other assets associated with such Leases and Leased Vehicles referenced above (collectively, the “SUBI Assets”). Upon the creation of the SUBI, the portfolio of Leases and 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 Notes or the Certificates. 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 Issuing Entity (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” in the accompanying Prospectus.

On the date of initial issuance of the Notes and the Certificates (the “Closing Date”), the Titling Trust will issue a certificate evidencing the SUBI (the “20[—]-[—] SUBI Certificate”) to or upon the order of the UTI Beneficiary. The UTI Beneficiary will then sell, transfer and assign its beneficial interests in the SUBI represented by the 20[—]-[—] SUBI Certificate to Nissan Auto Leasing LLC II (the “Depositor”). The Depositor will in turn sell, transfer and assign the 20[—]-[—] SUBI Certificate to Nissan Auto Lease Trust 20[—]-[—], a Delaware statutory trust (the “Issuing Entity”). The Issuing Entity will issue [up to eight] 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 the aggregate principal amount of $[—] (the “Initial Certificate Balance”) to the Depositor in consideration for the 20[—]-[—] SUBI Certificate and will pledge the 20[—]-[—] SUBI Certificate to the indenture trustee as security therefor. The holders of the Notes are referred to in this Prospectus Supplement as the “Noteholders,” and the holders of the Certificates are referred to herein as the “Certificateholder.” The Notes and the Certificates are collectively referred to in this Prospectus Supplement 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 beneficial interest in, the Issuing Entity. Payments in respect of the Certificates will be subordinated to payments in respect of one or more classes of Notes to the extent described in this Prospectus Supplement.

The Notes, [other than the Notes, if any, retained, by the Depositor or conveyed to affiliates of the Depositor (the “Retained Notes”, which will be issued as Definitive Notes)] are the only securities being offered hereby. The Depositor initially will retain all of the Certificates.

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The sponsor expects that the Notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the Sponsor to assign ratings on the Notes (each, a “Rating Agency”). See “Ratings of the Notes” in this Prospectus Supplement for further information concerning the ratings assigned to the Notes, including the limitations of such ratings.

THE ISSUING ENTITY

Formation

The Issuing Entity was formed as a statutory trust under the laws of Delaware solely for the purposes of the transactions described in this Prospectus Supplement and the accompanying Prospectus. The Issuing Entity will be governed by an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and [—], as owner trustee (the “Owner Trustee”).

The Issuing Entity will issue the Notes pursuant to an indenture, to be dated as of the Closing Date (the “Indenture”), between the Issuing Entity and [—], as indenture trustee (the “Indenture Trustee” and, together with the Owner Trustee, the “Trustees”), and will issue the Certificates pursuant to the Trust Agreement.

The Issuing Entity 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 Issuing Entity will be limited to:

• issuing the Securities,

• acquiring the 20[—]-[—] SUBI Certificate and the other property of the Issuing Entity with the net proceeds from the sale of the Notes and certain capital contributions,

• assigning and pledging the property of the Issuing Entity to the Indenture Trustee,

• making payments on the Notes and the Certificates,

• entering into and performing its obligations under the Basic Documents (as defined herein) 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 [including, without limitation, entering into one or more Interest Rate [Cap][Swap] Agreement(s), if any] as may be required in connection with conservation of the property of the Issuing Entity (the “Issuing Entity’s Estate”) and the making of distributions to the [Swap Counterparty,] holders of the Notes and the Certificates.

The term “Basic Documents” refers to the Indenture, together with the SUBI Trust Agreement, the Trust Agreement, the Servicing Agreement, the Trust Administration Agreement (as defined under “Description of the Trust Administration Agreement” in the accompanying Prospectus), the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement[, the Interest Rate [Cap][Swap] Agreement(s), if any], the SUBI Certificate, the Securities, and the Agreement of Definitions dated as of the Closing Date among the Titling Trust, NMAC, the Depositor, the Issuing Entity, the UTI Beneficiary, NILT, Inc., the Owner Trustee and the Indenture Trustee (the “Agreement of Definitions”).

On the Closing Date, NMAC will make a capital contribution to the Issuing Entity to pay for a portion of the cost of acquiring the 20[—]-[—] SUBI Certificate and the other property of the Issuing Entity.

The Issuing Entity may not engage in any additional activities other than in connection with the foregoing purposes or other than as required or authorized by the terms of the Basic Documents.

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Securities owned by the Issuing Entity, the Depositor, 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 unless all outstanding Securities are owned by the Issuing Entity, the Depositor, the Servicer or their respective affiliates.

The Issuing Entity’s principal office will be in [—], in care of the Owner Trustee, at the address listed below under “The Owner Trustee, the Indenture Trustee and the Titling Trustee.” The fiscal year of the Issuing Entity begins on April 1 of each year. The Depositor, on behalf of the Issuing Entity, will file with the Securities and Exchange Commission (the “SEC”) periodic reports of the Issuing Entity required to be filed with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations of the SEC thereunder. For more information on where you can obtain a copy of these and other reports, you should refer to “Where You Can Find More Information” in the accompanying Prospectus.

Capitalization of the Issuing Entity

On the Closing Date, the Issuing Entity will initially be capitalized with $[—] aggregate principal amount of Notes and with $[—] aggregate principal amount of Certificates. In exchange for the 20[—]-[—] SUBI Certificate, the Issuing Entity will transfer the Notes and Certificates to the Depositor, who will then sell the Notes [(other than the Retained Notes, if any,)] to the Noteholders. The Depositor will retain all of the Certificates, which represent all of the ownership interests in the Issuing Entity. The following table illustrates the capitalization of the Issuing Entity as of the Closing Date, as if the issuance and sale of the Securities had taken place on that date:

	Amount
[Class A-1a Notes]	$	[—]
[Class A-1b Notes]	$	[—]
[Class A-2a Notes]	$	[—]
[Class A-2b Notes]	$	[—]
[Class A-3a Notes]	$	[—]
[Class A-3b Notes]	$	[—]
[Class A-4a Notes]	$	[—]
[Class A-4b Notes]	$	[—]
Certificates	$	[—]
Subtotal	$	[—]
Reserve Account	$	[—]
Total	$	[—]

[The Issuing Entity may be liable for payments to the [Cap Provider][Swap Counterparty] as described in this Prospectus Supplement under “Description of the Notes – Interest Rate [Cap][Swap] Agreement.”]

Property of the Issuing Entity

On the Closing Date, the Depositor will transfer the 20[—]-[—] SUBI Certificate to the Issuing Entity pursuant to the Trust 20[—]-[—] SUBI Certificate Transfer Agreement. The Issuing Entity will then pledge its interest in the 20[—]-[—] SUBI Certificate to the Indenture Trustee under the Indenture. See “The SUBI — Underwriting and Transfers of the SUBI Certificate” in this Prospectus Supplement.

After giving effect to the transactions described in this Prospectus Supplement, the property of the Issuing Entity’s Estate will include:

• the 20[—]-[—] SUBI Certificate, evidencing a 100% beneficial interest in the SUBI Assets, including the lease payments and right to payments received thereunder from the sale or other disposition of the Leased Vehicles after [—], 20[—] (the “Cutoff Date”), the SUBI Collection Account and the rights of the Issuing Entity to funds on deposit from time to time in the SUBI Collection Account and investment earnings, net of losses and investment expenses, on those amounts,

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• the Reserve Account and the rights of the Issuing Entity to funds on deposit from time to time in the Reserve Account (including investment earnings, net of losses and investment expenses, on amounts on deposit therein),

• the Note Distribution Account, the rights of the Issuing Entity 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 Depositor, as transferee, under the SUBI Certificate Transfer Agreement,

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

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

• [the rights of the Issuing Entity under any Currency Swap Agreement,]

• [the rights of the Issuing Entity under the Interest Rate [Cap][Swap] Agreement(s), if any, and the amounts payable to the Issuing Entity thereunder, and]

• all proceeds and other property from and relating to the foregoing; provided that actual sales proceeds will not constitute part of the Issuing Entity’s Estate (as described under “Nissan Motor Acceptance Corporation — Like Kind Exchange” in the accompanying Prospectus).

The Issuing Entity will pledge the Issuing Entity’s Estate to the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, pursuant to the Indenture [and, if applicable, the Swap Counterparty under the Interest Rate Swap Agreement(s), if any].

Holders of the Notes and Certificates 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 Notes and Certificates. Because the SUBI will represent a beneficial interest in the related SUBI Assets, the Issuing Entity 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. 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 20[—]-[—] 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 20[—]-[—] 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 depositor or servicer bankruptcy could delay or limit payments to you,” “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes,” “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 — Security Interests” in the accompanying Prospectus.

THE OWNER TRUSTEE, THE INDENTURE TRUSTEE AND THE TITLING TRUSTEE

[—] will be the Owner Trustee under the Trust Agreement. [—] is a [—] and its corporate trust office is located at [—].

[To be inserted by Owner Trustee: disclosure about the Owner Trustee as required by Items 1109, 1117 and 1119 of Regulation AB of the Securities Act of 1933, as amended (“Regulation AB”).]

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The fees and expenses of the Owner Trustee will be paid by the Depositor or the Administrative Agent (without duplication) under the Trust Agreement or by the Issuing Entity from the 20[—]-[—] SUBI Collection Account solely to the extent described in “Distributions on the Notes – Indenture Defaults” and “Distributions on the Notes – Deposits to the Distribution Accounts; Priority of Payments” in this Prospectus Supplement.

For a description of the roles and responsibilities of the Owner Trustee, see “Description of the Trust Agreement” and “Description of the Trust Administration Agreement” in the accompanying Prospectus.

[—] will be the Indenture Trustee, registrar and paying agent under the Indenture. [—] is a [—] and its corporate trust office is located at [—].

[To be inserted by Indenture Trustee.]

The Indenture Trustee shall make each monthly statement available to the Noteholders via the Indenture Trustee’s internet website at [—]. Noteholders with questions may direct them to the Indenture Trustee at [—].

The Indenture Trustee may resign at any time and the Issuing Entity shall remove the Indenture Trustee if it ceases to be eligible to continue in its capacity under the Indenture. In each of those circumstances, the Issuing Entity will be obligated to appoint a successor thereto.

For a description of the roles and responsibilities of the Indenture Trustee, see “Description of the Indenture” in the accompanying Prospectus.

NMAC, the Depositor and their respective affiliates may maintain normal commercial banking relationships with the Indenture Trustee and its affiliates. The fees and expenses of the Indenture Trustee will be paid by the Administrative Agent under the Indenture or by the Issuing Entity from the 20[—]-[—] SUBI Collection Account solely to the extent described in “Description of the Notes – Indenture Defaults” and “Distributions on the Notes – Deposits to the Distribution Accounts; Priority of Payments” in this Prospectus Supplement.

NILT, Inc. acts as titling trustee of Nissan-Infiniti LT under the titling trust agreement. NILT, Inc. is a Delaware corporation and a wholly-owned subsidiary of U.S. Bank National Association, which is a wholly-owned subsidiary of U.S. Bancorp. U.S. Bank has provided origination trustee services for auto lease-backed securities since 1993. It has one of the largest origination trustee businesses in the country. As of [—], 20[—], U.S. Bank, or a subsidiary thereof, was providing origination trustee services for over [—] issuers of auto lease-backed securities. The titling trust will be administered from U.S. Bank’s trust office located at [209 South LaSalle Street, Suite 300, Chicago, Illinois 60604].

[THE [CAP PROVIDER][SWAP COUNTERPARTY]]

[[—] (the “Bank”) will be the [cap provider][swap counterparty] if any Floating Rate Notes are issued. It is organized as a [—] under the laws of [—].

Insert disclosure required by Item 1115 of Regulation AB.

Upon the occurrence of an event of default or termination event specified in each Interest Rate [Cap] [Swap] Agreement, if any, the Interest Rate [Cap][Swap] Agreement may be replaced with a replacement interest rate [cap][swap] agreement as described below under “Description of Notes — Interest Rate [Cap][Swap] Agreement.”

Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the Interest Rate Swap Agreement is less than 10%.

The long-term credit rating assigned to the [cap provider][swap counterparty] is at least [—] or its equivalent by the Rating Agencies. The short-term credit rating assigned to the [cap provider][swap counterparty] is at least [—] or its equivalent by the Rating Agencies.

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NMAC, the Depositor and their respective affiliates, may maintain normal commercial banking relationships with the [Cap Provider][Swap Counterparty] and its affiliates.]

USE OF PROCEEDS

The Depositor will use the net proceeds from the sale of the Notes — proceeds from the sale of the Notes minus the underwriting discount in the amount of $[—], payable to the underwriters — to acquire the 20[—]-[—] SUBI Certificate from NILT Trust [and to purchase the Interest Rate Cap Agreement(s), if any]. No expenses incurred in connection with the selection and acquisition of the pool assets will be payable from the proceeds from the sale of the Notes.

THE SUBI

General

The SUBI will be issued by the Titling Trust under a 20[—]-[—] SUBI supplement (the “SUBI Supplement”) to the Titling Trust Agreement dated as of August 26, 1998 (the “Titling Trust Agreement,” and together with the SUBI Supplement, the “SUBI Trust Agreement”), among the UTI Beneficiary, NMAC as servicer (the “Servicer”), NILT, Inc. as trustee (the “Titling Trustee”), [                    ], as Delaware trustee, and [                    ], as trust agent (in that capacity, the “Trust Agent”). To provide for the servicing of the SUBI Assets, the Titling Trust, the Servicer and the UTI Beneficiary will enter into a supplement (the “Servicing Supplement”) to the Basic Servicing Agreement dated as of March 1, 1999 (the “Basic Servicing Agreement,” and together with the Servicing Supplement, the “Servicing Agreement”).

The SUBI will represent an indirect beneficial interest, rather than a direct legal interest, in the Leases and the Leased Vehicles allocated to that SUBI, 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 under insurance policies relating to the Leases, the Leased Vehicles or the related lessees, and

• all proceeds of the foregoing.

The SUBI will not represent a beneficial interest in any Titling Trust assets other than the related SUBI Assets. None of the Issuing Entity, the Noteholders and the Certificateholder, in such capacity, will have an 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 Notes or the Certificates.

On the Closing Date, the Titling Trust will issue the 20[—]-[—] SUBI Certificate evidencing the SUBI to or upon the order of NILT Trust, as UTI Beneficiary. For more information regarding the Titling Trust, the UTI Beneficiary and the Titling Trustee, you should refer to “The Titling Trust” in the accompanying Prospectus.

Underwriting and Transfers of the SUBI Certificate

Upon issuance by the Titling Trust, the 20[—]-[—] SUBI Certificate will be transferred by the UTI Beneficiary to the Depositor and then transferred by the Depositor to the Issuing Entity. Such transfers will be made by the UTI Beneficiary and the Depositor in their capacities as the underwriters of the 20[—]-[—] SUBI Certificate.

Transfer of the 20[—]-[—] SUBI Certificate by the UTI Beneficiary to the Depositor will be made 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 20[—]-[—] SUBI Certificate to the Depositor as an absolute sale, transfer and assignment for all purposes.

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Immediately after the transfer of the 20[—]-[—] SUBI Certificate to the Depositor, the Depositor will:

• sell, transfer and assign to the Issuing Entity, without recourse, all of its right, title and interest in and to the 20[—]-[—] SUBI Certificate under a transfer agreement, to be dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”) and

• deliver the 20[—]-[—] SUBI Certificate to the Issuing Entity.

In exchange, the Issuing Entity will transfer to the Depositor the Notes and the Certificates.

Immediately following the transfer of the 20[—]-[—] SUBI Certificate to the Issuing Entity, the Issuing Entity will pledge its interest in the Issuing Entity’s Estate, which includes the 20[—]-[—] SUBI Certificate, to the Indenture Trustee as security for the Notes [and the [Cap Provider][Swap Counterparty] under the Interest Rate [Cap][Swap] Agreements, if any].

THE LEASES

General

The Leases allocated to the [statistical] pool consist of [—] motor vehicle retail closed-end leases for new Nissan and Infiniti motor vehicles. Each Lease was originated by a Dealer in the ordinary course of such Dealer’s business and assigned to the Titling Trust in accordance with the underwriting procedures described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures” in the accompanying Prospectus. For more information regarding NMAC’s leasing business, you should refer to “Nissan Motor Acceptance Corporation — Loan and Lease Underwriting Procedures” in the accompanying Prospectus. NMAC will represent and warrant, among other things, that no adverse selection procedures were employed in selecting the Leases or the Leased Vehicles for inclusion in the SUBI Assets; 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 Nissan and Infiniti 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. Approximately [—]% of the Leases in the [statistical] pool described in this Prospectus Supplement (by aggregate Securitization Value as of [—], 20[—], which we refer to as the “[Statistical] Cutoff Date”) were originated as electronic contracts. See “The Leases” in the accompanying Prospectus for more information.

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 Payment”) will be available to the Issuing Entity to make payments in respect of the Notes and the Certificates.

A Lease may terminate (a) at the scheduled end of the Lease Term (the “Lease Maturity Date”) or (b) prior to the related Lease Maturity Date (an “Early Lease Termination”). An Early Lease Termination may occur if (a) the related lessee defaults under the Lease (a “Credit Termination”), (ii) a lessee who is not in default elects to terminate the lease prior to the Lease Maturity Date (a “Lessee Initiated Early Termination”) or (iii) the related Leased Vehicle has been lost, stolen or damaged beyond economic repair (a “Casualty Termination”). In connection with certain types of Early Lease Terminations, the lessee will be required to pay early termination charges and fees described under “The Leases — Early Termination” in the accompanying Prospectus. For more information regarding scheduled and early termination of the Leases, you should refer to “The Leases — General,” “— Early Termination” in the accompanying Prospectus.

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[The information concerning the Leases and the related Leased Vehicles presented throughout this Prospectus Supplement is based on the Leases and the related Leased Vehicles in the statistical pool described in this Prospectus Supplement as of the Statistical Cutoff Date. The statistical pool consists of a portion of the Leases and the related Leased Vehicles owned by the Titling Trust that met the criteria below as of the Statistical Cutoff Date. The Leases and the related Leased Vehicles allocated to the SUBI on the Closing Date will be selected from the statistical pool. The characteristics of the actual pool of Leases and the related Leased Vehicles allocated to the SUBI on the Closing Date may vary somewhat from the characteristics of the Leases and the related Leased Vehicles in the statistical pool described in this Prospectus Supplement; however, the Sponsor and the Depositor do not expect the variance to be material.]

Characteristics of the Leases

The securitized portfolio information presented in this Prospectus Supplement is stated as of the [Statistical] Cutoff Date and is calculated based on the Securitization Value of the Leases and the related Leased Vehicles in the statistical pool. As of the [Statistical] Cutoff Date, the Leases and related Leased Vehicles in the [statistical] pool had an aggregate Securitization Value of approximately $[—]. [On the Closing Date, the Leases and related Leased Vehicles allocated to the SUBI will have an aggregate Securitization Value, as of the Cutoff Date, of not less than $[—]]. For more information regarding how the Securitization Value for each Lease is calculated, you should refer to “— Calculation of the Securitization Value” below.

General

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 or an Infiniti 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 or Infiniti motor vehicle,

• is a U.S. dollar-denominated obligation,

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

• had an original term of not less than [—] months and not greater than [—] months,

• provides for level payments (exclusive of taxes) that fully amortize the Adjusted Capitalized Cost of the Contract Residual at a rate implicit in the Lease (the “Lease Rate”) and corresponding to the disclosed rent charge and, in the event of a Lessee Initiated Early Termination, provides for payment of an Early Termination Charge,

• the related lessee of which is a person located in any state within 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,

• together with the related Leased Vehicle, has a Securitization Value, as of the Cutoff Date, of no greater than $[—].

• was originated in the United States on or after [[—] 20[—]], by a Dealer (a) for a lessee with a United States address, (b) in the ordinary course of such Dealer’s business, (c) in compliance with NMAC’s customary credit and collection policies and practices, and (d) 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,

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• 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 lien upon a certificate of title of any Leased Vehicles deemed necessary and useful by the Servicer solely to provide for delivery of title documentation to the Titling Trustee (an “Administrative Lien”),

• was originated in compliance with, and complies in all material respect with, all applicable federal and state laws, including, to the extent applicable, truth in lending, equal credit opportunity and applicable disclosure laws, the Federal Consumer Credit Protection Act, Regulation M of the Consumer Financial Protection Bureau, all state leasing and consumer protection laws and all state and federal usury laws,

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

• is a Lease for which the related documentation is located in the United States, and

• constitutes either “tangible chattel paper” or “electronic chattel paper” as defined in the Uniform Commercial Code,

• the Servicer has determined at the time of origination that the lessee has agreed to obtain and maintain physical damage insurance covering the related Leased Vehicle as required under the Lease and,

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

[To the extent material, insert a description of the nature of the modifications and data regarding the number of modified loans.]

[To the extent material, insert a description of data regarding the accounts in the pool at closing that have been restored or re-aged.]

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.

“Contingent and Excess Liability Insurance” means the insurance maintained by NMAC for the benefit of among others, NMAC, the Titling Trustee, on behalf of the Titling Trust, the UTI Beneficiary, the Depositor and the Issuing Entity, 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. For more information regarding the Contingent and Excess Liability Insurance, you should refer to “Nissan Motor Acceptance Corporation — Insurance on the Leased Vehicles” in the accompanying Prospectus.

An “Early Termination Charge” means, with respect to any Lease that is terminated prior to its Lease Maturity Date, an amount equal to the lesser of (a) the present value (discounted at the implicit rate of such Lease) of all remaining Monthly Payments and (b) the excess, if any, of the adjusted Lease balance over the related Leased Vehicle’s fair market wholesale value 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).

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Pool Underwriting

As described in “Nissan Motor Acceptance Corporation — Loan and Lease Underwriting Procedures” in the accompanying Prospectus, under NMAC’s origination process, credit applications are evaluated by NMAC’s computer auto-decisioning system and are either automatically approved, automatically rejected or forwarded for review by an NMAC credit analyst based on NMAC’s auto-decisioning system. Applications that are not automatically approved or rejected are ultimately reviewed by an NMAC credit analyst with appropriate approval authority. [—] leases, having an aggregate Securitization Value of $[—] (approximately [—]% of the Securitization Value as of the Statistical Cutoff Date) were automatically approved by NMAC’s auto-decisioning system, while [—] leases, having an aggregate Securitization Value of $[—] (approximately [—]% of the aggregate Securitization Value as of the Statistical Cutoff Date) were evaluated and approved by an NMAC credit analyst with appropriate authority in accordance with NMAC’s written underwriting guidelines. As described in the accompanying Prospectus, NMAC does not consider any of the Leases in the statistical pool to constitute exceptions to NMAC’s written underwriting guidelines.

Credit Scores

As of the [Statistical] Cutoff Date, the weighted average FICO^® score¹ of the lessees, excluding lessees for which no FICO^® score is available, is [—].

NMAC/IFS, like most of the industry, utilizes a generic score developed by Fair, Isaac and Company. This FICO^® score is sold through the three major credit reporting agencies, each using a different trade name for the product. NMAC purchases the automobile specific version of FICO^®. This score is one of several factors used by NMAC in its application processing system to assess the credit risk associated with each applicant. See “Nissan Motor Acceptance Corporation — Loan and Lease Underwriting Procedures” in the accompanying Prospectus. FICO^® scores are based solely on independent third party information from the credit reporting agency. The accuracy of independent third party information provided to the credit reporting agency cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the Leases. See “Risk Factors — Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases” in this Prospectus Supplement. The table below illustrates the distribution of the Leases in the [statistical] pool described in the Prospectus Supplement as of the [Statistical] Cutoff Date by FICO^® score.

FICO® Score Range	Number of Leases	Percentage of Total Number of Leases (1)	Aggregate Securitization Value(1)	Percentage of Aggregate Securitization Value(1)
Total

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

¹  FICO^® is a federally registered trademark of Fair, Isaac Corporation.

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The Leases in the [statistical] pool described in this Prospectus Supplement in the aggregate possess the following characteristics as of the [Statistical] Cutoff Date:

	Average		Minimum	Maximum
Securitization Value
Base Residual
Seasoning (Months)(1)(2)
Remaining Term (Months)(1)
Original Term (Months)(1)
Discounted Base Residual as a % of Securitization Value
Base Residual as a % of MSRP
Percentage of Securitization Value Financed through Nissan or Infiniti Dealers		Nissan
		Infiniti

⁽¹⁾ Weighted average by Securitization Value as of the [Statistical] Cutoff Date.

⁽²⁾ Seasoning is the number of months elapsed since origination of a Lease.

For more information regarding the methodology used to determine the Base Residual, you should refer to “— Calculation of the Securitization Value” below.

[We have not provided delinquency, repossession and loss data on the Leases, because none of the Leases in the [statistical] pool described in this Prospectus Supplement, as of the [Statistical] Cutoff Date, was more than 29 days delinquent. See “— Characteristics of the Leases — General” above.]

Representations, Warranties and Covenants

In the Servicing Agreement, NMAC will make representations and warranties with respect to each Lease and related Leased Vehicle as described under “— Characteristics of the Leases — General” in this Prospectus Supplement. The Servicing Agreement will also provide that if the Titling Trustee, NMAC, the Owner Trustee, the Indenture Trustee or the Depositor discovers a breach of any representation, or warranty referred to in the first paragraph under “— Characteristics of the Leases — General” above, that materially and adversely affects the Securityholders’ interest in the related Lease or Leased Vehicle, which breach is not cured in all material respects prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, the end of the first Collection Period following discovery) after the date that the Servicer discovers such breach (whether pursuant to such 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 Business Day immediately preceding the Payment Date (each a “Deposit Date”) related to such Collection Period. In connection with this reallocation, the Servicer will be required to deposit (or cause to be deposited) into the SUBI Collection Account the Repurchase Payment on the Deposit Date following the end of the Collection Period. Any such breach will be deemed not to materially and adversely affect the Securityholders’ interest in that Lease and the Leased Vehicles if it does not affect the ability of the Issuing Entity to receive and retain timely payments in full on such Lease and receive and retain the proceeds of such Leased Vehicle.

The “Repurchase Payment” with respect of any Lease and the related Leased Vehicle required to be purchased by the Servicer pursuant to the Servicing Agreement will mean the Securitization Value of such Lease as of the end of the last Collection Period plus any delinquent monthly payments that 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. For more information regarding the reallocation and related payment obligations of the Servicer, you should refer to “Description of the Servicing Agreement — Purchase of Leases Before Their Lease Maturity Dates” and “— Sale and Disposition of Leased Vehicles” in the accompanying Prospectus.

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Calculation of the Securitization Value

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

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.

The present value calculations will be made using a discount rate of [—]% (the “Securitization Rate”). The Securitization Rate was selected by the Depositor with input from the underwriters and is determined based on our prevailing interest rates at the time of the transaction. The Securitization Rate takes into consideration, among other items, losses and other payments contemplated by the transaction.

The “Base Residual” means the lowest of (i) the ALG Residual (“ALG Residual”) established in [[—] 20[—]] as a “mark-to-market” value, (ii) the Maximum Residualized MSRP ALG Residual (“MRM Residual”) established in [[—] 20[—]] as a “mark-to-market” value and (iii) the residual value of the leased vehicle at the scheduled termination of the lease established or assigned by NMAC at the time of origination of the lease or at the date the lease was terminated by the lessee (the “Contract Residual”). The ALG Residual and the MRM Residual are residual value estimates established 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. For more information on how residual values of the Leased Vehicles are determined, you should refer to “Nissan Motor Acceptance Corporation — Determination of Residual Values” in this Prospectus Supplement.

Distribution of the Leased Vehicles by Model

The distribution of the Leased Vehicles in the [statistical] pool described in this Prospectus Supplement as of the [Statistical] Cutoff Date by Nissan and Infiniti model was as follows:

Models	Number of Leases	Percentage of Total Number of Leases(1)	Aggregate Securitization Value(1)	Percentage of Aggregate Securitization Value(1)
Total

⁽¹⁾ Balances and percentages may not add to total due to rounding Distribution of the Leased Vehicles by Vehicle Type

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The distribution of the Leased Vehicles in the [statistical] pool described in this Prospectus Supplement as of the [Statistical] Cutoff Date by Nissan and Infiniti vehicle type was as follows:

Vehicle Type	Number of Leases	Percentage of Total Number of Leases(1)	Aggregate Securitization Value(1)	Percentage of Aggregate Securitization Value(1)
Total

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

Distribution of the Leases by Original Lease Term

The distribution of the Leases in the [statistical] pool described in this Prospectus Supplement as of the [Statistical] Cutoff Date by original lease term was as follows:

Months	Number of Leases	Percentage of Total Number of Leases(1)	Aggregate Securitization Value(1)	Percentage of Aggregate Securitization Value(1)
Total

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

Distribution of the Leases by Remaining Lease Term

The distribution of the Leases in the [statistical] pool described in this Prospectus Supplement as of the [Statistical] Cutoff Date by remaining lease term was as follows:

Months	Number of Leases	Percentage of Total Number of Leases(1)	Aggregate Securitization Value(1)	Percentage of Aggregate Securitization Value(1)
Total

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

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Distribution of the Leases by Quarter of Maturity

The distribution of the Leases in the [statistical] pool described in this Prospectus Supplement as of the [Statistical] Cutoff Date by quarter of maturity was as follows:

Quarter	Number of Leases	Percentage of Total Number of Leases(1)	Aggregate Securitization Value(1)	Percentage of Aggregate Securitization Value(1)	Aggregate Base Residual(1)	Percentage of Aggregate Base Residual(1)
Total

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

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Distribution of the Leases by Geographic Location

The geographic distribution of the Leases in the [statistical] pool described in this Prospectus Supplement as of the [Statistical] Cutoff Date was as follows:

State	Number of Leases(1)	Percentage of Total Number of Leases(1)(2)	Aggregate Securitization Value(1)(2)	Percentage of Aggregate Securitization Value(1)(2)
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Total

⁽¹⁾ Based on the billing addresses of obligors.

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

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As of the [Statistical] Cutoff Date, no state other than [•] accounted for 5.00% or more of the aggregate Securitization Value of the Leases and related Leased Vehicles. Adverse economic or other conditions in any of these states may have a disproportionate impact on the performance of the Leases and the Leased Vehicles. See “Risk Factors — The geographic concentration of the leases, could negatively affect the pool assets” in this Prospectus Supplement.

Review of Pool Assets

In connection with the offering of the Notes, the Depositor has performed a review of the Leases in the pool of Leases and the related Leased Vehicles and the disclosure regarding those Leases required to be included in this Prospectus Supplement and the accompanying Prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the Depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.

As part of the review, NMAC identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information were reviewed and approved by NMAC’s senior management to ensure the accuracy of such descriptions. NMAC, assisted by external counsel, also reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared that Rule 193 Information to the related transaction documents to ensure the descriptions were accurate. Members of NMAC’s capital markets group also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the Leases or payments on the notes.

In addition, NMAC also performed a review of the Leases in the pool of Leases and related Leased Vehicles to confirm that those Leases satisfied the criteria set forth under “The Leases – Characteristics of the Leases” in this Prospectus Supplement. The first aspect of that review tested the accuracy of the individual Leases data contained in NMAC’s data tape. The data tape is an electronic record maintained by NMAC, which includes certain attributes of the Leases. NMAC ensured that a random sample of [•] files related to the Leases were selected to confirm certain data points such as money factor, FICO^® score, remaining term to maturity and contract residual value conformed to the applicable information on the data tape. A second aspect of that review consisted of a comparison of the statistical information contained under “The Leases” to data in, or derived from, the data tape. Statistical information relating to the Leases in the pool was recalculated using the applicable information on the data tape. In addition to this review, NMAC performs periodic internal control reviews and internal audits of various processes, including its origination and reporting system processes.

Portions of the review of legal matters and the review of statistical information were performed with the assistance of third parties engaged by the Depositor. The Depositor determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The Depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The Depositor attributes all findings and conclusions of the review to itself.

After undertaking the review described above, the Depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this Prospectus Supplement and the accompanying Prospectus is accurate in all material respects.

STATIC POOL INFORMATION

“Static Pool Information Regarding Certain Previous Securitizations” beginning on page B-1 in this Prospectus Supplement sets forth in graphic format static pool information regarding delinquencies, cumulative losses, servicer advances and prepayments for NMAC’s securitized portfolios of leases, and also sets forth in tabular format, as of the relevant cutoff date, certain characteristics of these leases for the past five years. The underlying historical data used in preparing the graphs are set forth under “Historical Pool Performance” beginning on page C-1 of this Prospectus Supplement.

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MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

Information regarding maturity and prepayment considerations with respect to the Notes is set forth under “Weighted Average Life of the Notes” in this Prospectus Supplement and “Risk Factors — Returns on your investment may be reduced by prepayments on the leases, indenture defaults, optional redemption, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity” in the accompanying Prospectus. No principal payments will be made on the Class A-2 Notes until the Class A-1 Notes have been paid in full. No principal payments will be made on the Class A-3 Notes until the Class A-1 Notes and the Class A-2 Notes have been paid in full. No principal payments will be made on the Class A-4 Notes until the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full. However, upon a default under the Indenture (an “Indenture Default”) and the acceleration of the Notes following an Indenture Default, principal payments will be made as follows: first, to the Class A-1 Notes [(pro rata among to the Class-A-1a Notes and the Class A-1b Notes, if applicable)]) until the Class A-1 Notes have been paid in full, and then to the Class A-2 Notes [(pro rata to the Class-A-2a Notes and the Class A-2b Notes, if applicable)], the Class A-3 Notes [(pro rata to the Class-A-3a Notes and the Class A-3b Notes, if applicable)] and the Class A-4 Notes [(pro rata to the Class-A-4a Notes and the Class A-4b Notes, if applicable)], on a pro rata basis, based on the respective outstanding principal balances of those classes of Notes, until the outstanding principal balances of those classes of Notes have been paid in full. See “Description of the Notes — Principal” in this Prospectus Supplement.

Because the rate of payment of principal of each class of Notes depends primarily on the rate of payment (including prepayments) on the Leases and the Leased Vehicles, final payment of any class of Notes could occur later or significantly earlier than their respective Final Scheduled Payment Dates set forth in “Description of the Notes — Principal” in this Prospectus Supplement. Noteholders will bear the risk of being able to reinvest principal payments on the Notes at yields at least equal to the yield on their respective Notes if final payment on such Notes occurs significantly earlier than such Notes’ respective Final Scheduled Payment Dates. No prediction can be made as to the rate of prepayments on the Leases in either stable or changing interest rate environments. For a more detailed discussion of the prepayment risks, see “Risk Factors — Returns on your investment resulting from prepayments on the leases, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity” in the accompanying Prospectus.

WEIGHTED AVERAGE LIFE OF THE NOTES

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 the 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 Supplement 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 month. The base prepayment assumption (the “100% Prepayment Assumption” or “Prepayment Assumption”) assumes that the original principal balance of the leases will prepay as follows:

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

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

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

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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 of 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, [Ÿ] months have elapsed since the inception of the Leases,

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

• all Monthly Payments are made according to the schedule set forth in Appendix D to this Prospectus Supplement,

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

• there are no losses in respect of the Leases,

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

• the servicing fee rate 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 initially funded with an amount equal to $[Ÿ],

• the aggregate Securitization Value as of the Cutoff Date is $[Ÿ], based on a Securitization Rate of [Ÿ]%,

• the Closing Date is assumed to be [Ÿ], 20[Ÿ],

• the Servicer does not exercise its option to purchase the assets of the Issuing Entity on or after the payment date on which the aggregate unpaid principal amount of the Securities is less than or equal to 10% of the aggregate initial principal amount of the Securities[, and

• Net Swap Payments are equal to zero for each Payment Date].

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 25%, 50%, 75%, 100% and 125% of the Prepayment Assumption. As used in the table, “25% Prepayment Assumption” assumes that a lease will prepay at 25% of the Prepayment Assumption, “50% Prepayment Assumption” assumes that a lease will prepay at 50% of the Prepayment Assumption and so forth.

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Percentage of Class A-1 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	25%	50%	75%	100%	125%
Closing Date
Weighted Average Life To Maturity (years)(1)

⁽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).

This table has been prepared based on the assumptions in this Prospectus Supplement (including the assumptions regarding the characteristics and performance of the Leases, which will differ from the actual characteristics and performance of the Leases) and should be read in conjunction with those assumptions.

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Percentage of Class A-2 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	25%	50%	75%	100%	125%
Closing Date
Weighted Average Life to Maturity (years)(1)

⁽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).

This table has been prepared based on the assumptions in this Prospectus Supplement (including the assumptions regarding the characteristics and performance of the Leases, which will differ from the actual characteristics and performance of the Leases) and should be read in conjunction with those assumptions.

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Percentage of Class A-3 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	25%	50%	75%	100%	125%
Closing Date
Weighted Average Life to Maturity (years)(1)

⁽¹⁾ The weighted average life of the Class A-3 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).

This table has been prepared based on the assumptions in this Prospectus Supplement (including the assumptions regarding the characteristics and performance of the Leases, which will differ from the actual characteristics and performance of the Leases) and should be read in conjunction with those assumptions.

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Percentage of Class A-4 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	25%	50%	75%	100%	125%
Closing Date
Weighted Average Life to Maturity (years)(1)

⁽¹⁾  The weighted average life of the Class A-4 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).

This table has been prepared based on the assumptions in this Prospectus Supplement (including the assumptions regarding the characteristics and performance of the Leases, which will differ from the actual characteristics and performance of the Leases) and should be read in conjunction with those assumptions.

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PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Prepayment Information

Prepayment information relating to NMAC’s securitized portfolios of leases for the past five years is set forth under “Static Pool Information Regarding Certain Previous Securitizations — Prepayment Information” in Appendix B in this Prospectus Supplement.

Delinquency, Repossession and Credit Loss Information

Set forth below is information concerning NMAC’s experience in the United States with respect to its entire portfolio of new Nissan and Infiniti motor vehicle leases, which includes leases owned by NMAC or the Titling Trust and leases, if any, that have been sold but are still being serviced by NMAC. The dollar amounts of the leases outstanding is NMAC’s book value. NMAC believes credit losses are an expected cost in the business of extending credit. NMAC’s strategy is to minimize credit losses while providing financing support for the sale of the motor vehicles.

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 charges for excess mileage or excess wear and tear (“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 due. NMAC credits any recoveries from charge-offs related to a lease to the allowance. For more information regarding the Excess Mileage and Excess Wear and Tear Charges and other charges that may be payable by the related lessee upon termination of the Lease, you should refer to “Nissan Motor Acceptance Corporation — Leased Vehicle Maintenance” and “The Leases — Early Termination” in the accompanying Prospectus.

Gains or losses associated with the sale of off-lease inventory are recorded and charged to the corresponding allowance on 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 Issuing Entity 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 in the [statistical] pool described in this Prospectus Supplement, as of the [Statistical] Cutoff Date, was more than 29 days delinquent in payments. See “The Leases — Characteristics of the Leases — General” in this Prospectus Supplement.]

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Nissan Lease Delinquency Experience⁽¹⁾⁽²⁾

(dollars in thousands)

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Dollar Amount of Net Receivables Outstanding(3)
Ending Number of Lease Contracts Outstanding
Percentage of Delinquent Lease Contracts(4)
31-60 Days
61-90 Days
91 Days or more
Total

⁽¹⁾ Includes leases, if any, for Nissan motor vehicles that NMAC has sold to third parties but continues to service.

⁽²⁾ Percentages may not add to total due to rounding.

⁽³⁾  Dollar amounts based on net book value of vehicles.

⁽⁴⁾  A lease is considered delinquent if 5% or more of the scheduled monthly payment is past due.

Infiniti Lease Delinquency Experience⁽¹⁾⁽²⁾

(dollars in thousands)

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Dollar Amount of Net Receivables Outstanding(3)
Ending Number of Lease Contracts Outstanding
Percentage of Delinquent Lease Contracts(4)
31-60 Days
61-90 Days
91 Days or more
Total

⁽¹⁾  Includes leases, if any, for Infiniti motor vehicles that NMAC has sold to third parties but continues to service.

⁽²⁾  Percentages may not add to total due to rounding.

⁽³⁾  Dollar amounts based on net book value of vehicles.

⁽⁴⁾  A lease is considered delinquent if 5% or more of the scheduled monthly payment is past due.

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NMAC Total Lease Delinquency Experience⁽¹⁾⁽²⁾

(dollars in thousands)

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Dollar Amount of Net Receivables Outstanding(3)
Ending Number of Lease Contracts Outstanding
Percentage of Delinquent Lease Contracts(4)
31-60 Days
61-90 Days
91 Days or more
Total

⁽¹⁾  Includes leases, if any, for Nissan and Infiniti motor vehicles that NMAC has sold to third parties but continues to service.

⁽²⁾  Percentages may not add to total due to rounding.

⁽³⁾  Dollar amounts based on net book value of vehicles.

⁽⁴⁾  A lease is considered delinquent if 5% or more of the scheduled monthly payment is past due.

Nissan Lease Repossession and Credit Loss Experience⁽¹⁾⁽²⁾

(dollars in thousands)

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Ending Number of Lease Contracts Outstanding
Average Number of Lease Contracts Outstanding(3)
Repossessions:
Number of Repossessions
Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding
Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding
Losses:
Dollar Amount of Net Receivables Outstanding(4)
Average Dollar Amount of Net Receivables Outstanding(3)(4)
Gross Repossession Losses(5)
Repossession Recoveries(5)

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	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•](7)	[•](7)	[•]	[•]	[•]	[•]	[•]
Net Repossession Losses
Average Net Repossession Loss per Liquidated Contract(6)
Net Repossession Losses as a Percentage of Average Net Receivables Outstanding

⁽¹⁾ Includes leases, if any, for Nissan motor vehicles that the Titling Trust has sold to third parties but NMAC continues to service.

⁽²⁾ Percentages and numbers may not add to total due to rounding.

⁽³⁾ Average amounts calculated based on month-end data for the periods indicated.

⁽⁴⁾ Dollar amounts based on net book value of vehicles.

⁽⁵⁾ Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

⁽⁶⁾ Dollars not in thousands.

Infiniti Lease Repossession and Credit Loss Experience⁽¹⁾⁽²⁾

(dollars in thousands)

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•](7)	[•](7)	[•]	[•]	[•]	[•]	[•]
Ending Number of Lease Contracts Outstanding
Average Number of Lease Contracts Outstanding(3)
Repossessions:
Number of Repossessions
Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding
Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding
Losses:
Dollar Amount of Net Receivables Outstanding(4)
Average Dollar Amount of Net Receivables Outstanding(3)(4)
Gross Repossession Losses(5)
Repossession Recoveries(5)
Net Repossession Losses
Average Net Repossession Loss per Liquidated Contract(6)
Net Repossession Losses as a Percentage of Average Net Receivables Outstanding

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⁽¹⁾  Includes leases, if any, for Infiniti motor vehicles that the Titling Trust has sold to third parties but NMAC continues to service.

⁽²⁾ Percentages and numbers may not add to total due to rounding.

⁽³⁾  Average amounts calculated based on month-end data for the periods indicated.

⁽⁴⁾  Dollar amounts based on net book value of vehicles.

⁽⁵⁾  Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

⁽⁶⁾  Dollars not in thousands.

⁽⁷⁾ The percentages for the [•] months ended [•], 20[•] have been annualized to facilitate year-to-year comparisons. Actual percentages for the entire year may differ from annualized percentages.

NMAC Total Lease Repossession and Credit Loss Experience⁽¹⁾⁽²⁾

(dollars in thousands)

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Ending Number of Lease Contracts Outstanding
Average Number of Lease Contracts Outstanding(3)
Repossessions:
Number of Repossessions
Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding
Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding
Losses:
Dollar Amount of Net Receivables Outstanding(4)
Average Dollar Amount of Net Receivables Outstanding(3)(4)
Gross Repossession Losses(5)
Repossession Recoveries(5)
Net Repossession Losses
Average Net Repossession Loss per Liquidated Contract(6)
Net Repossession Losses as a Percentage of Average Net Receivables Outstanding

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⁽¹⁾  Includes leases, if any, for Nissan and Infiniti motor vehicles that the Titling Trust has sold to third parties but NMAC continues to service.

⁽²⁾  Percentages and numbers may not add to total due to rounding.

⁽³⁾  Average amounts calculated based on month-end data for the periods indicated.

⁽⁴⁾  Dollar amounts based on net book value of vehicles.

⁽⁵⁾  Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

⁽⁶⁾  Dollars not in thousands.

Residual Value Loss Experience

Set forth below is information concerning residual value loss experience and return rates for Nissan and Infiniti motor vehicles at termination. The residual value loss rates are indicated as the difference between the Initial ALG Residual and the actual amounts received for the off-lease vehicles (customer purchases and auction proceeds). In general, Contract Residuals reflect Initial ALG Residuals plus a small number of percentage points. See “Nissan Motor Acceptance Corporation — Determination of Residual Values” in this Prospectus Supplement.

Nissan Residual Value Loss Experience⁽¹⁾⁽²⁾

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Total Number of Vehicles Scheduled to Terminate(1)
Total Initial ALG Residual on Vehicles Scheduled to Terminate(3)
Number of Vehicles Returned to NMAC(4)
Vehicles Returned to NMAC Ratio
Number of Vehicles going to Full Termination(5)
Full Termination Ratio(6)
Total Gain/(Loss) on Vehicles Returned to NMAC(4)(7)
Average Gain/(Loss) on Vehicles Returned to NMAC(7)
Total Initial ALG Residual on Vehicles Returned to NMAC(3)

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	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Returned Vehicles Sold by NMAC
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Vehicles Scheduled to Terminate
Average Contract Residual Percentage of Adjusted MSRP
Average Initial ALG Residual Percentage of Adjusted MSRP
Percentage Difference

⁽¹⁾  Includes leases, if any, for Nissan motor vehicles which NMAC has sold to third parties but continues to service. These 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⁾  Percentages and numbers may not add to total due to rounding.

⁽³⁾  ALG Residual for Standard Mileage Leases (15,000 miles/year) (not adjusted Maximum Residualized MSRP).

⁽⁴⁾  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.

⁽⁵⁾  Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity.

⁽⁶⁾  The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate.

⁽⁷⁾  Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual.

Infiniti Residual Value Loss Experience⁽¹⁾⁽²⁾

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Total Number of Vehicles Scheduled to Terminate(1)
Total Initial ALG Residual on Vehicles Scheduled to Terminate(3)
Number of Vehicles Returned to NMAC(4)
Vehicles Returned to NMAC Ratio

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	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Number of Vehicles going to Full Termination(5)
Full Termination Ratio(6)
Total Gain/(Loss) on Vehicles Returned to NMAC(4)(7)
Average Gain/(Loss) on Vehicles Returned to NMAC(7)
Total Initial ALG Residual on Vehicles Returned to NMAC(3)
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Returned Vehicles Sold by NMAC
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Vehicles Scheduled to Terminate
Average Contract Residual Percentage of Adjusted MSRP
Average Initial ALG Residual Percentage of Adjusted MSRP
Percentage Difference

⁽¹⁾  Includes leases, if any, for Infiniti motor vehicles which NMAC has sold to third parties but continues to service. These 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⁾  Percentages and numbers may not add to total due to rounding.

⁽³⁾  Excludes vehicles for which no ALG Residual is available due to the absence of an equivalent vehicle or contract term on the ALG tables.

⁽⁴⁾  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 IFS policy. Includes lessee initiated early terminations.

⁽⁵⁾  Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity.

⁽⁶⁾  The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate.

⁽⁷⁾  Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual.

NOTE FACTORS AND TRADING INFORMATION

The “Note Factor” for a class of Notes 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, as of such Payment Date (after giving effect to payments made on such Payment Date), expressed as a fraction of the initial

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outstanding principal amount of such class of Notes or the initial outstanding balance of the Certificates, as the case may be. Each Note Factor will initially be 1.0000000 and will thereafter decline to reflect reductions in the principal amount of the related class of Notes. A Noteholder’s portion of the principal amount of the Notes will be the product of (i) the original denomination of the Note and (ii) the applicable Note 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[, other than the Retained Notes, if any,] will be Cede & Co. (“Cede”) as the nominee of the Depository Trust Company (“DTC”), except for any Notes issued in definitive fully registered form (the “Definitive Notes”), if issued under the limited circumstances described under “Additional Information Regarding the Notes — Definitive Notes” in the accompanying Prospectus), 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 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 the Certificateholder 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 and Note Owners and the Certificateholder, the Servicer’s compliance statement, the Servicer’s assessment of compliance with servicing criteria and the annual attestation report prepared by the independent registered public accounts as to the Servicer’s assessment of compliance with servicing criteria, you should refer to “Additional Information Regarding the Securities — Statements to Securityholders” and “Distributions on the Notes — Payment Date Certificate” in this Prospectus Supplement and “Additional Information Regarding the Notes — Book-Entry Registration” and “— Definitive Notes,” “Description of the Servicing Agreement — Evidence as to Compliance” and “Description of the Indenture — Reports and Documents by Indenture Trustee to Noteholders” in the accompanying Prospectus.

THE DEPOSITOR

Information regarding the Depositor is set forth under the caption “The Depositor” in the accompanying Prospectus.

NISSAN MOTOR ACCEPTANCE CORPORATION

Financing

NMAC offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) Nissan and Infiniti dealers in the United States. [As of [•], 20[•], approximately [•]% of NMAC’s total revenues came from retail loans, approximately [•]% from retail lease financing and approximately [•]% from wholesale financing.]

The following chart provides, respectively, market penetration information regarding Nissan and Infiniti motor vehicles leased in the United States and NMAC’s total revenues from leasing for the fiscal years ended [March 31, [•],[•],[•],[•] and [•] and for the [•] months ended [•], 20[•] and [•], 20[•].]

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Overview of NMAC Lease Financing Operations

	At or For the [•] Months Ended [•],		At or For the Twelve Months Ended March 31,
	[•]	[•]	[•]	[•]	[•]	[•]	[•]
Number of leased vehicle contracts purchased by NMAC:
Leasing Revenues(1):

⁽¹⁾  Dollars in thousands.

For more information regarding the financing business of NMAC, you should refer to “Nissan Motor Acceptance Corporation  — Financing Operations” in the accompanying Prospectus.

Securitization

General

Since 2000, one of the primary funding sources for NMAC has been the packaging and sale of loans and leases through asset-backed securitization transactions. These loans and leases are purchased by NMAC from Nissan and Infiniti dealers or are loans made by NMAC to dealers. NMAC generally holds, or ages these loans and leases for an interim period prior to transferring them in connection with an asset-backed securitization transaction. During this interim period, NMAC’s financing needs are met, in part, through the use of warehouse finance facilities. These warehouse finance facilities are provided by a number of financial institutions and provide liquidity to fund NMAC’s acquisition of loans and leases. These warehouse facilities are sometimes structured as secured revolving loan facilities, and sometimes as repurchase agreements.

For the fiscal years ended [March 31, [•],[•],[•],[•] and [•] and for the [•] month period ended [•], 20[•], NMAC securitized approximately $[•], $[•], $[•], $[•], $[•] and $[•],] respectively, through asset-backed debt offerings. [No securitizations sponsored by NMAC have defaulted or experienced an early amortization triggering event.]

A significant portion of NMAC’s assets are sold in asset-backed securitization transactions. These assets support payments on the asset-backed securities and are not available to NMAC’s creditors generally. At [•], NMAC had approximately $[•], or [•]% of its assets pledged in connection with asset-backed securitization transactions. NMAC expects that asset-backed debt offerings will continue to be a material funding source for NMAC. For information regarding NMAC’s experience in securitizing other types of assets, including retail loans and loans to dealers, you should refer to “Nissan Motor Acceptance Corporation — NMAC Responsibilities in Securitization Program” in the accompanying Prospectus.

Lease Securitization

NMAC’s auto lease asset-backed program was first established and utilized for the Nissan Auto Lease Trust 2000-A (“NALT 2000-A”) transaction. Prior to 2000, NMAC had acquired the leases and titled the related leased vehicles in its own name. In connection with the establishment of the lease asset-backed program, NMAC formed Nissan-Infiniti LT, a Delaware statutory trust, which began titling leased vehicles into it in November 1998. As discussed under “Overview of the Transaction” in this Prospectus Supplement, creating the Titling Trust allowed NMAC to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases.

NMAC is the servicer for all of the loans and leases that it finances. Although NMAC may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable financing documents), NMAC generally expects to service the loans and leases financed in an asset-backed securitization transaction for the life of that transaction. The Servicer may not resign from its

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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 legal requirements and that the continuance of those duties would cause the Servicer to be in violation of those legal requirements in a manner that would have a material adverse effect on the Servicer or its financial condition. For more information regarding the circumstances under which NMAC may be replaced or removed or may resign as servicer of the Leases and the Leased Vehicles, you should refer to “Description of the Servicing Agreement” in the accompanying Prospectus. If the servicing of any Leases and the Leased Vehicles were to be transferred from NMAC to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although NMAC expects that any increase in any such delinquencies to be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the Leases and the Leased Vehicles as a result of any servicing transfer. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in the accompanying Prospectus.

For more information regarding NMAC’s experience with respect to its entire portfolio of new and used Nissan motor vehicle leases, including leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC, you should refer to “Prepayments, Delinquencies, Repossessions and Net Losses” in this Prospectus Supplement.

Determination of Residual Values

The value of the Notes being issued is based on the aggregate Securitization Value of the Leases and the related Leased Vehicles. The ALG Residual and the MRM Residual are residual value calculations produced by ALG, an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. The MRM Residual is the expected residual value of the related Leased Vehicle at the scheduled termination of the lease established by ALG in [[•] 20[•]] as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the “Maximum Residualized MSRP,” which consists of the Manufacturers Suggested Retail Price (“MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that ALG understands add little or no value to the resale price of the vehicle. This 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 ALG Residual is the expected residual value of the related Leased Vehicle at the scheduled termination of the lease established by ALG in [[•] 20[•]] as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the total MSRP of the base vehicle and all NMAC authorized options, without making a distinction between value adding options and non-value adding options.

The following discussion relates to NMAC’s Contract Residuals, which will affect the return rates of vehicles to NMAC. Each lease sets forth a Contract Residual, which is the residual value of the leased vehicle at the scheduled termination of the lease established or assigned by NMAC at the time of origination of the lease. In establishing the Contract Residual of leased vehicles, NMAC uses residual value estimates produced by ALG. In general, NMAC establishes the Contract Residual by adding a small number of percentage points to the Initial ALG Residual as requested by NMAC’s parent company, Nissan North America, Inc. (“NNA”) as part of NNA’s marketing programs. The “Initial ALG Residual” is the expected value provided by ALG of the related leased vehicle at the time of scheduled termination of the lease and is determined at the time of origination of the lease. The difference between the Contract Residual specified in a lease and the Initial ALG Residual represents marketing incentives offered to customers. NMAC has fully reserved funds for the difference between the Contract Residual and the Initial 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 then actual 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 ALG Residual and the MRM Residual of such vehicle, over its then actual market value (based on the price at which the vehicle is sold at lease termination).

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Repurchases and Replacements

In the [            ] period ending [            ], no assets securitized by NMAC were the subject of a demand to repurchase for breach of representations and warranties. Please refer to the Form ABS-15G filed by NMAC on [             ]. The CIK number of NMAC is 0001540639.

DESCRIPTION OF THE NOTES

General

The Notes will be issued under the Indenture, a form of which has been filed as an exhibit to the registration statement. A copy of the finalized Indenture, together with the other Basic Documents, will be filed with the SEC simultaneously with or prior to the filing of the final prospectus by post-effective amendment or Form 8-K. The 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,” “—Representations, Warranties and Covenants” and “Security for the Notes” in this Prospectus Supplement and the accompanying Prospectus, as applicable, 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.

The Notes will be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof in book-entry form[, provided that, any Retained Notes will be issued as Definitive Notes]. The Notes issued in book-entry form initially will be registered in the name of Cede, the nominee of DTC. No investor acquiring an interest in the Notes issued in book-entry form, as reflected on the books of the clearing agency, or a person maintaining an account with such clearing agency (a “Note Owner”) will be entitled to receive a certificate representing that owner’s Note, except as set forth below. Unless and until Notes [(other than Retained Notes, if any)] are issued in Definitive Form under the limited circumstances described in “Additional Information Regarding the Notes — Definitive Notes” in the accompanying Prospectus, 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 “Additional Information Regarding the Notes — Book-Entry Registration” and “— Definitive Notes” in the accompanying Prospectus.

Distributions in respect of the Certificates will be subordinated to distributions in respect of the Notes to the limited extent described under “Description of the Notes — Principal” and “Distributions on the Notes” in this Prospectus Supplement.

Interest

[The Class A-[•] Notes will constitute “Fixed Rate Notes,” as that term is defined under “Additional Information Regarding the Notes — Fixed Rate Notes” in the accompanying Prospectus.] [If issued, the Class A-[•] Notes will constitute “Floating Rate Notes” as that term is defined under “Additional Information Regarding the Notes — Floating Rate Notes” in the accompanying Prospectus.] [The Class A-1a Notes and the Class A-1b Notes are referred to herein collectively as the “Class A-1 Notes;” the Class A-2a Notes and the Class A-2b Notes are referred to herein collectively as the “Class A-2 Notes;” the Class A-3a Notes and the Class A-3b Notes are referred to herein collectively as the “Class A-3 Notes;” and the Class A-4a Notes and the Class A-4b Notes are referred to herein collectively as the “Class A-4 Notes.”] 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 on [•][15], 20[•] (each, a “Payment Date”), to holders of record of the Notes as of the Business Day immediately preceding the Payment Date (each such date, a “Record 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 Final Scheduled Payment Date. A “Business

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Day” will be any day other than a Saturday, a Sunday or a day on which banking institutions in Wilmington, Delaware, Franklin, Tennessee, Irving, Texas, New York, New York, the city and state where the corporate trust office of the Indenture Trustee is located [or in the city and state where the principal place of business of the [Cap Provider][Swap Couterparty] is located] are authorized or obligated by law, executive order or government decree to be closed.

Interest payments on the Notes will be made [pro rata with any Senior Swap Termination Payments payable to the Swap Counterparty] after the Total Servicing Fee has been paid, certain Advances and expenses have been reimbursed to the Servicer[, and any Net Swap Payments have been paid]. See “Security for the Notes — The Accounts — The Reserve Account” and “Distributions on the Notes” in this Prospectus Supplement.

Interest payments to each class of Notes[and any Senior Swap Termination Payments under the Interest Rate Swap Agreement defined below] will have the same priority. Under some circumstances, the amount available for interest payments could be less than the amount of interest payable on the Notes on any Payment Date, in which case [(i)] the holders of the Notes will receive their ratable share (based upon the aggregate amount of interest due to that class of Notes) of the aggregate amount available to be distributed in respect of interest on the Notes [,and (ii) the Swap Counterparty will receive its ratable share of the aggregate amount available to be distributed based on the amount of the Swap Termination Payment, if any].

Until the principal amount of the Notes has been paid in full, interest will accrue (a) on the Class A-1 Notes [and each class of the Floating Rate Notes, if any,] 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 each class of Fixed Rate Notes, other than the Class A-1 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 [•][15], 20[•] (each, an “Accrual Period”), at the rate specified below (each, a “Note Rate”):

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

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

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

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

• [for the Class A-3a Notes, [•]% per annum],

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

• [for the Class A-4a Notes, [•]% per annum], and

• [for the Class A-4b Notes, [•]% per annum].

Interest on the Class A-1 Notes [and each class of the Floating Rate Notes, if any] will be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on each class of Fixed Rate Notes, other than the Class A-1 Notes, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the case of the first Payment Date, the related Accrual Period shall be [•] days for the Class A-1 Notes [and for each class of the Floating Rate Notes, if any,] and [•] days for each class of Fixed Rate Notes other than the Class A-1 Notes.

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 distributed to the Certificateholder generally will be available for that purpose, as more fully described under “Description of the Notes — Principal” and “Distributions on the Notes” in this Prospectus Supplement. Further, no distributions on the Certificate will reduce the Certificate Balance until all classes of Notes have been paid in full. On any Payment Date, the “Certificate Balance” will equal the Initial Certificate Balance reduced by all payments made to the Certificateholders to reduce the certificate balance on or prior to such Payment Date.

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[Calculation of Floating Rate Interest]

[Each class of Floating Rate Notes, if any, will bear interest during each applicable Accrual Period at a rate per annum determined by the London Interbank Offer Rate for one-month U.S. dollar deposits (“LIBOR”) plus a Spread. A “Spread” is the number of basis points to be added or subtracted to the related LIBOR applicable to such class of 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 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 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 [Reuters Screen, LIBOR 01 Page], or any successor service or any other page as may replace that page on that service or any successor service that displays the London interbank rates of major banks for U.S. dollars.

[•], will be designated as the calculation agent (the “Calculation Agent”) and, as such, will on each Interest Determination Date, (a) calculate the interest rates on any Floating Rate Notes if the Note Balance of the Floating Rate Notes is greater than zero on that Interest Determination Date and (b) deliver to the Servicer written notice of the interest rate on any 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 holder 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., 9.8765445% (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 Note will be rounded to the nearest cent (with one-half cent being rounded upwards). The Calculation Agent may be removed by the Issuing Entity at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuing Entity, the Issuing Entity will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits and which does not control or is not controlled by or under common control with the Issuing Entity or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.]

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[Interest Rate Cap Agreement(s)]

[On the Closing Date, for each class of Floating Rate Notes, if any, the Issuing Entity will enter into an “Interest Rate Cap Agreement” with [•], as cap provider (the “Cap Provider”), consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and a confirmation for such class of Floating Rate Notes, to hedge the floating interest rate risk on such class of Floating Rate Notes. All terms of the Interest Rate Cap Agreement(s) will be acceptable to each rating agency listed under “Summary — Ratings” in this Prospectus Supplement. Under each Interest Rate Cap Agreement, if [LIBOR] related to any Distribution Date exceeds the Cap Rate, the Issuing Entity will pay an upfront premium to the Cap Provider and the Cap Provider will pay to the Issuing Entity the “Cap Receipt,” an amount equal to the product of:

1. [LIBOR] for the related Payment Date minus the Cap Rate;

2. the aggregate notional amount on the Interest Rate Cap Agreement(s), [which will equal the aggregate outstanding principal amount of the Class A-[•] Notes on the first day of the Accrual Period related to such Payment Date]; and

3. 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][365].

[Based on a reasonable good faith estimate of maximum probable exposure, the “significance percentage,” as defined in Regulation AB, of the Interest Rate Cap Agreement(s) is less than 10%].

Among other things, an event of default under each Interest Rate Cap Agreement includes:

• failure of the Cap Provider to make payments due under such Interest Rate Cap Agreement;

• the occurrence of certain bankruptcy and insolvency events of the Cap Provider or of the Issuing Entity;

• any breach of such Interest Rate Cap Agreement or related agreements by the Cap Provider;

• misrepresentation by the Cap Provider; or

• merger by the Cap Provider without assumption of its obligations under such Interest Rate Cap Agreement.

Among other things, a termination event under each Interest Rate Cap Agreement includes:

• illegality of the transactions contemplated by such Interest Rate Cap Agreement;

• failure of the Cap Provider to provide the financial information required by Regulation AB and other requested information or to post eligible collateral or assign such Interest Rate Cap Agreement to an eligible counterparty that is able to provide the information;

• certain tax events that would affect the ability of the Cap Provider to make payments without withholding taxes therefrom to the Issuing Entity, that occur because of a change in tax law, an action by a court or taxing authority or a merger or consolidation of the Cap Provider;

• a merger or consolidation of the Cap Provider into an entity with materially weaker creditworthiness;

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• failure of the Cap Provider (or its credit support provider, if any) to maintain its credit rating at certain levels required by such Interest Rate Cap Agreement, which failure may not constitute a termination event if the Cap Provider maintains certain minimum credit ratings and, among other things, as provided under such Interest Rate Cap Agreement:

• at its own expense obtains an unconditional guarantee or similar assurance from a guarantor with the appropriate credit rating, along with a legal opinion regarding the guarantee;

• posts collateral; and/or

• assigns its rights and obligations under such Interest Rate Cap Agreement to a substitute Cap Provider that satisfies the eligibility criteria set forth in such Interest Rate Cap Agreement.

Upon the occurrence of any event of default or termination event specified in an Interest Rate Cap Agreement, the non-defaulting or non-affected party may elect to terminate the Interest Rate Cap Agreement. If an Interest Rate Cap Agreement is terminated due to an event of default or a termination event or if the notional amount is reduced to match the principal amount of the Notes, a Cap Termination Payment under an Interest Rate Cap Agreement may be due to the Issuing Entity by the Cap Provider. The amount of any Cap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar cap transaction or such other methods as may be required under the Interest Rate Cap Agreement, in each case in accordance with the procedures set forth in the Interest Rate Cap Agreement. Any Cap Termination Payment could be substantial.

For purposes of this Prospectus Supplement, the following terms will have the following meanings:

“Cap Rate” means [•]%.

“Cap Termination Payment” means payments due to the Cap Provider by the Issuing Entity or to the Issuing Entity by the Cap Provider under an Interest Rate Cap Agreement, including interest that may accrue thereon, due to a termination of such Interest Rate Cap Agreement due to an “event of default” or “termination event” under such Interest Rate Cap Agreement.]

[Interest Rate Swap Agreement(s)]

[On the Closing Date, for each class of Floating Rate Notes, if any, the Issuing Entity will enter into an “Interest Rate Swap Agreement” with [•], as swap counterparty (the “Swap Counterparty”), consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and a confirmation for such class of Floating Rate Notes, to hedge the floating interest rate risk on such class of Floating Rate Notes. All terms of the Interest Rate Swap Agreement(s) will be acceptable to each rating agency listed under “Summary — Ratings” in this Prospectus Supplement. Each Interest Rate Swap Agreement will have an initial notional amount equal to the initial principal balance of the related class of Floating Rate Notes on the Closing Date and will decrease by the amount of any principal payments on such class of Floating Rate Notes. The notional amount of an Interest Rate Swap Agreement will be equal to the outstanding principal balance of the related class of Floating Rate Notes. [Based on a reasonable good faith estimate of maximum probable exposure, the “significance percentage,” as defined in Regulation AB of the Securities Act of 1933, as amended, of the Interest Rate Swap Agreement(s) is less than 10%].

In general, in respect of each Interest Rate Swap Agreement for a class of Floating Rate Notes, if any, on each Payment Date, the Issuing Entity will be obligated to pay the Swap Counterparty a fixed rate payment based on a specified per annum fixed rate times the notional amount of such Interest Rate Swap Agreement for such class of Floating Rate Notes (which will equal the then outstanding principal amount of the related class of Floating Rate Notes), and the Swap Counterparty will be obligated to pay a floating rate payment based on LIBOR times the same notional amount. Payments due by each of the Issuing Entity and the Swap Counterparty under any Interest Rate Swap Agreement (other than Swap Termination Payments) will be exchanged on a net basis for such Interest Rate Swap Agreement. The payment obligations of the Issuing Entity to the Swap Counterparty under the Interest Rate Swap Agreement(s) are secured under the Indenture by the same lien in favor of the Indenture Trustee that secures payments to the Noteholders. A Net Swap Payment made by the Issuing Entity ranks higher in priority than all payments on the Notes.

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Among other things, an event of default under each Interest Rate Swap Agreement includes:

• failure to make payments due under such Interest Rate Swap Agreement;

• the occurrence of certain bankruptcy events of the Issuing Entity or bankruptcy and insolvency events of the Swap Counterparty;

• any breach of such Interest Rate Swap Agreement or related agreements by the Swap Counterparty;

• misrepresentation by the Swap Counterparty; or

• merger by the Swap Counterparty without assumption of its obligations under such Interest Rate Swap Agreement.

Among other things, a termination event under each Interest Rate Swap Agreement includes:

• illegality of the transactions contemplated by such Interest Rate Swap Agreement;

• any acceleration of the notes following an Indenture Default under the Indenture;

• failure of the Swap Counterparty to provide the financial information required by Regulation AB and other requested information or to post eligible collateral or assign such Interest Rate Swap Agreement to an eligible counterparty that is able to provide the information;

• certain tax events that would affect the ability of the Swap Counterparty to make payments without withholding taxes therefrom to the Issuing Entity, that occur because of a change in tax law, an action by a court or taxing authority or a merger or consolidation of the Swap Counterparty;

• a merger or consolidation of the Swap Counterparty into an entity with materially weaker creditworthiness;

• failure of the Swap Counterparty (or its credit support provider, if any) to maintain its credit rating at certain levels required by such Interest Rate Swap Agreement, which failure may not constitute a termination event if the Swap Counterparty maintains certain minimum credit ratings and, among other things, as provided under such Interest Rate Swap Agreement:

• at its own expense obtains an unconditional guarantee or similar assurance from a guarantor with the appropriate credit rating, along with a legal opinion regarding the guarantee;

• posts collateral; and/or

• assigns its rights and obligations under such Interest Rate Swap Agreement to a substitute Swap Counterparty that satisfies the eligibility criteria set forth in such Interest Rate Swap Agreement.

Upon the occurrence of any event of default or termination event specified in an Interest Rate Swap Agreement, the non-defaulting or non-affected party may elect to terminate the Interest Rate Swap Agreement. If an Interest Rate Swap Agreement is terminated due to an event of default or a termination event or if the notional amount is reduced to match the principal amount of the Notes, a Swap Termination Payment under an Interest Rate Swap Agreement may be due to the Swap Counterparty by the Issuing Entity out of Available Amounts or may be due to the Issuing Entity by the Swap Counterparty. The amount of any Swap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the Interest Rate Swap Agreement, in each case in accordance with the procedures set forth in the Interest Rate Swap Agreement. Any Swap Termination Payment could be substantial.

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For purposes of this Prospectus Supplement, the following terms will have the following meanings:

“Eligible Account” means an account maintained with a depository institution or trust company having the Required Deposit Rating (as defined in “Security for the Notes – The Accounts – Maintenance of Accounts” in this Prospectus Supplement).

“Net Swap Payment” means for each Interest Rate Swap Agreement, if any, the net amounts owed by the Issuing Entity to the Swap Counterparty, if any, on any Payment Date (including any prior unpaid Net Swap Payments and any accrued interest thereon under the applicable Interest Rate Swap Agreement), excluding Swap Termination Payments.

“Net Swap Receipts” means for each Interest Rate Swap Agreement, if any, the net amounts owed by the Swap Counterparty to the Issuing Entity, if any, on any Payment Date under such Interest Rate Swap Agreement, excluding any Swap Termination Payments.

“Senior Swap Termination Payment” means any Swap Termination Payment owed by the Issuing Entity to the Swap Counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination Payment.

“Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the Issuing Entity to the Swap Counterparty under an Interest Rate Swap Agreement following an “event of default” or a “termination event” where the Swap Counterparty is the “defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax event”), as each such term is defined in such Interest Rate Swap Agreement.

“Swap Termination Payment” means a payment due to the Swap Counterparty by the Issuing Entity or to the Issuing Entity by the Swap Counterparty under an Interest Rate Swap Agreement, including interest that may accrue thereon, due to a termination of such Interest Rate Swap Agreement due to an “event of default” or “termination event” under such Interest Rate Swap Agreement.

“Swap Termination Payment Account” means an Eligible Account held in the United States in the name of the Indenture Trustee, which shall be held in trust for the benefit of the Noteholders and the Swap Counterparty pursuant to the Indenture.]

Principal

[The allocation of the principal balance between the Class A-1a Notes and the Class A-1b Notes, between the Class A-2a Notes and the Class A-2b Notes, between the Class A-3a Notes and the Class A-3b Notes, and between the Class A-4a Notes and the Class A-4b Notes, will be determined on the day of pricing of the Notes. The principal balance of the Class A-1 Notes may be allocated entirely to the Class A-1a Notes or the Class A-1b Notes, with no principal balance allocated to the Class A-1b Notes or Class A-1a Notes, respectively, in which case no Class A-1b Notes or Class A-1a Notes, respectively, would be issued. The principal balance of the Class A-2 Notes may be allocated entirely to the Class A-2a Notes or the Class A-2b Notes, with no principal balance allocated to the Class A-2b Notes or Class A-2a Notes, respectively, in which case no Class A-2b Notes or Class A-2a Notes, respectively, would be issued. Likewise, the principal balance of the Class A-3 Notes may be allocated entirely to the Class A-3a Notes or the Class A-3b Notes, with no principal balance allocated to the Class A-3b Notes or Class A-3a Notes, respectively, in which case no Class A-3b Notes or Class A-3a Notes, respectively, would be issued. Finally, the principal balance of the Class A-4 Notes may be allocated entirely to the Class A-4a Notes or the Class A-4b Notes, with no principal balance allocated to the Class A-4b Notes or Class A-4a Notes, respectively, in which case no Class A-4b Notes or Class A-4a Notes, respectively, would be issued.]

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Until the Notes have been paid in full, principal payments to Securityholders will be made on each Payment Date in the amount and order of priority described under “Distributions on the Notes” in this Prospectus Supplement. Generally, 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 Indenture Default has been declared, the Principal Distribution Amount will equal, until the principal balance of such class is reduced to zero, the greater of (a) such principal balance, and (b) 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 is greater than or equal to the balance of the Notes then outstanding and all accrued and unpaid interest, such amount will be used to retire the then outstanding Notes.

Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the sum of the then-outstanding Note Balance and Certificate 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 be an amount equal to the excess, if any, or (a) the sum 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 the Swap Counterparty, if any, has been paid any Net Swap Payments,] and (b) and (ii) the Reserve Account Draw Amount over (b) accrued interest has been paid on the Notes on that Payment Date [and any Senior Swap Termination Payments have been paid to the Swap Counterparty, if any]. Principal payments will be made to Securityholders on each Payment Date in an amount equal to (i) the lesser of (a) the Principal Distribution Amount and (b) the Available Principal Distribution Amount, or (ii) upon the occurrence of an Indenture Default that results in the acceleration of the Notes, and unless and until such acceleration has been rescinded, the aggregate Outstanding Amount of the Notes (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 [(pro rata among the Class A-2a Notes and the Class A-2b Notes, if applicable)] until the principal of the Class A-1 Notes has been paid in full, no principal will be paid on the Class A-3 Notes [(pro rata among the Class A-3a Notes and the Class A-3b Notes, if applicable)] until the principal of the Class A-1 Notes and the Class A-2 Notes has been paid in full and no principal will be paid on the Class A-4 Notes [(pro rata among the Class A-4a Notes and the Class A-4b Notes, if applicable)] until the principal of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes has been paid in full.

On any Payment Date, the “Note Balance” will equal the Initial Note Balance reduced by all payments of principal made on or prior to such Payment Date on the Notes.

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 “Distributions on the Notes” in this Prospectus Supplement and “Description of the Indenture — Indenture Defaults” in the accompanying Prospectus.

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,

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• 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 during that Collection Period, the Repurchase Payment, and

• for each Lease terminated prior to its Lease Maturity Date that becomes a defaulted Lease during that Collection Period or that became subject to an Early Lease Termination or Casualty Termination during that Collection Period, the Securitization Value of the Lease as of the effective date of the termination of such Lease.

“Reallocation Payments” will mean the payments deposited by the UTI Beneficiary to the SUBI Collection Account in connection with any reallocation of a Matured Vehicle or Defaulted Vehicle from the SUBI to the UTI, which will be in an amount equal to the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle.

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

“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), 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.

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 “Final Scheduled Payment Date”):

• [for the Class A-1a Notes and the Class A-1b Notes, [•], 20[•] and [•], 20[•], respectively],

• [for the Class A-2a Notes and the Class A-2b Notes, [•], 20[•] and [•], 20[•], respectively],

• [for the Class A-3a Notes and the Class A-3b Notes, [•], 20[•] and [•], 20[•], respectively], [•], 20[•], and

• [for the Class A-4a Notes and the Class A-4b Notes, [•], 20[•] and [•], 20[•], respectively].

The actual date on which the outstanding principal amount of any class of Notes is paid may be later or significantly earlier than its Final Scheduled Payment Date based on a variety of factors, including the factors described under “Weighted Average Life of the Notes” in this Prospectus Supplement and under “Maturity, Prepayment and Yield Considerations” in this Prospectus Supplement and the accompanying Prospectus.

Optional Purchase

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 outstanding principal balance of the Notes plus accrued and unpaid interest thereon at the applicable Note Rate through the related Accrual Period. See “Additional Information Regarding the Securities — Optional Purchase” in this Prospectus Supplement.

DESCRIPTION OF THE CERTIFICATES

General

The Certificates will be issued under the Trust Agreement in definitive form. Payments on the Certificates will be subordinated to payments on the Notes. The Certificates will not bear interest.

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Principal

Payments will be made to the Certificateholders on each Payment Date in the priority and in the amount set forth under “Distributions on the Notes” in this Prospectus Supplement. No payment will be made to the Certificateholders on any Payment Date until all principal of and interest on the Notes that is due and payable on that Payment Date has been paid in full. However, no distributions to the Certificateholders will reduce the Certificate Balance until the Notes have been paid in full and any necessary deposits to the Reserve Account have been made. See “Description of the Notes — Principal” and “Additional Information Regarding the Notes — Subordination of Certificates to Notes” in this Prospectus Supplement.

SECURITY FOR THE NOTES

General

On the Closing Date, the Issuing Entity will pledge the 20[•]-[•] SUBI Certificate, the Reserve Account and the other property of the Issuing Entity’s Estate [(including its rights under the Interest Rate [Cap][Swap] Agreement)] to the Indenture Trustee for the benefit of the Noteholders [and the Swap Counterparty] to secure the Issuing Entity’s obligations under the Notes [and to the Swap Counterparty under the Interest Rate Swap Agreement]. See “The Issuing Entity — Property of the Issuing Entity” in this Prospectus Supplement.

The Accounts

The SUBI Collection Account

On or prior to the Closing Date, the Servicer will establish a trust account in the name of the Indenture Trustee until the principal amount of the Notes has been reduced to zero, and thereafter, in the name of the Issuing Entity, 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, and other payments received will generally be deposited (the “SUBI Collection Account”) within two Business Days after identification unless the Monthly Remittance Condition is met. [As of the Closing Date, the Monthly Remittance Condition will not be met.] In addition, the Servicer may, pursuant to the Servicing Supplement, elect to deduct Reimbursable Expenses prior to depositing amounts distributable to the Issuing Entity into the SUBI Collection Account.

“Reimbursable Expenses” means, with respect to each Lease or Leased Vehicle allocated to the SUBI, the costs or expenses incurred by the Servicer (including a legal proceeding to repossess the Leased Vehicle) to protect or otherwise enforce the interests of the Titling Trust, the Titling Trustee on behalf of the Titling Trust or the holder of the 20[•]-[•] SUBI Certificate in that Lease or Leased Vehicle. See “Description of the Servicing Agreement — Servicing Compensation” in the accompanying Prospectus.

Deposits into the SUBI Collection Account. As more fully described under “Description of the Servicing Agreement — Collections,” “— Monthly Remittance Condition,” and “Nissan Motor Acceptance Corporation — Like Kind Exchange” in the accompanying Prospectus, the Servicer may reallocate a Leased Vehicle returned to the Servicer at the Lease Maturity Date and in connection with a Lessee Initiated Early Termination or a Casualty Termination (each, a “Matured Vehicle”) or a Leased Vehicle returned to, or repossessed by, the Servicer in connection with a Credit Termination (a “Defaulted Vehicle”) from the SUBI to the UTI for purposes of implementing NMAC’s LKE program. In connection with such reallocation, the UTI Beneficiary will cause to be deposited into the SUBI Collection Account any Reallocation Payments no later than two Business Days after the reallocation, unless the Monthly Remittance Condition is satisfied. 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 “[•]” or its equivalent by the Rating Agencies then rating the Notes; (b) NMAC obtains a letter of credit or certain other arrangements are made and the Rating Agency Condition is satisfied; (c) NMAC otherwise satisfies each Rating Agency’s requirements; or (d) if the aggregate principal amount of the applicable Notes outstanding on the Closing Date reduced by all payments of principal made in respect thereof on or prior to such date (the “Outstanding Amount”) is reduced to zero and 100% of the outstanding Certificates are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an affiliate is the

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Servicer) and their respective affiliates. If the Monthly Remittance Condition is satisfied, the Servicer will be permitted to retain the Reallocation Payments and all Collections received during a Collection Period until the Business Day preceding the Payment Date on which such amounts are required to be disbursed. Notwithstanding the foregoing, if a subsequent Public ABS Transaction (defined below) sets forth alternative conditions to making monthly deposits to the related collection account, then, if the Rating Agency Condition is satisfied, the Servicer will no longer be bound by the conditions to making monthly deposits as required by the Servicing Supplement, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. For purposes of this paragraph, “Public ABS Transaction” means any publicly registered issuance of securities backed by (i) a certificate representing the beneficial interest in a pool of vehicle leases originated in the United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States and, for both clause (i) and clause (ii), for which the Depositor, or any United States Affiliate thereof, acts as a depositor. 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 and, in the case of an Optional Purchase, the Optional Purchase Price. See “Description of the Servicing Agreement — Collections” in the accompanying Prospectus.

Withdrawals from the SUBI Collection Account. On each Payment Date, pursuant to instructions from the Servicer, the Indenture 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 “Distributions on the Notes” in this Prospectus Supplement.

Unless the Servicer elects to deduct Reimbursable Expenses as described above in “— The SUBI Collection Account,” if, on any date, the Servicer supplies the Titling Trustee and the Indenture Trustee with an officer’s certificate setting forth the calculations for Reimbursable Expenses, 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 such Reimbursable Expenses.

The Reserve Account

On or before the Closing Date the Servicer, on behalf of the Issuing Entity will establish a trust account in the name of the Indenture Trustee (the “Reserve Account”). The Reserve Account will be established to provide additional security for payments on the Notes [and payments due to the Swap Counterparty, if any]. On each Payment Date, amounts on deposit in the Reserve Account, together with Available Funds, will be available to make the distributions described under “Distributions on the Notes” in this Prospectus Supplement.

The Reserve Account initially will be funded by the Issuing Entity with a deposit of at least $[•], representing approximately [•]% of the aggregate Securitization Value of the actual pool of Leases and the related Leased Vehicles as of the Cutoff Date, and the amounts on deposit in the Reserve Account will be pledged to the Indenture Trustee for the benefit of the Noteholders [and the Swap Counterparty, if any]. To the extent the amount deposited in the Reserve Account is less than the Reserve Account Requirement, on each Payment Date, monies on deposit in the Reserve Account will be supplemented by the deposit of:

• the amount remaining in the SUBI Collection Account after the payments in clauses (a) through (e) under “Distributions on the Notes – Deposits to the Distribution Accounts; Priority of Payments” have been made on such Payment Date (the “Excess Amounts”), if any,

• the amount on deposit in the Reserve Account equals the Reserve Account Requirement.

On each Payment Date, a withdrawal will be made from the Reserve Account in an amount (the “Reserve Account Draw Amount”) equal to (a) the lesser of (1) the Available Funds Shortfall Amount for that Payment Date, calculated as described under “Distributions on the Notes — Determination of Available Funds,” or (2) the amount on deposit in the Reserve Account; or (b) upon the occurrence of an Indenture Default that results in the acceleration of the Notes, and unless and until such acceleration has been rescinded, the entire amount on deposit in the Reserve Account.

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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 paid to the Certificateholders, as beneficial owners of the Issuing Entity. 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 and all accrued and unpaid interest, such amount will be used to retire the then outstanding Notes.

The “Reserve Account Requirement” on any Payment Date will equal at least $[•], which represents not less than [•]% of the aggregate Securitization Value of the actual pool of Leases and the related Leased Vehicles as of the Cutoff Date.

“Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes, or (b) that such Rating Agency shall have been given notice of such event or action at least ten days prior to such event (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned to the Notes.

The Distribution Accounts

On or before the Closing Date, (a) the Depositor, on behalf of the Issuing Entity, will establish a trust account in the name of the Indenture Trustee for the benefit of the Noteholders [and for the Swap Counterparty], 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 together with the SUBI Collection Account and the Reserve Account, collectively, the “Accounts”), and (b) the Owner Trustee, at the direction of the Depositor, will establish a trust account in the name of the Owner Trustee on behalf of the Certificateholder, into which amounts released from the SUBI Collection Account and, when necessary, from the Reserve Account, for distribution to the Certificateholder will be deposited and from which all distributions to the Certificateholder 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” in this Prospectus Supplement.

On or before each Payment Date, (a) the Indenture 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, the amounts allocable to the Noteholders and the Certificateholder, as set forth in “Distributions on the Notes” in this Prospectus Supplement 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.

Maintenance of the Accounts

The Accounts and the Certificate Distribution Account generally will be maintained with the Indenture Trustee or the Owner Trustee, as the case may be, so long as either (a) the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, as the case may be, are rated in the highest short-term rating category by each of the Rating Agencies (excluding any “+” signs associated with such rating) or (b) the Indenture Trustee or the Owner Trustee, 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 or Certificate Distribution Account, as the case may be, is maintained in a segregated trust account of the Indenture Trustee or the Owner Trustee, as the case may be (the “Required Deposit Rating”). Each of the Accounts and the Certificate Distribution Account will be segregated trust accounts. If the Indenture Trustee at any time does not have the Required Deposit Rating or if the Servicer notifies the Indenture Trustee that an Account should be moved, the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause the related Account to be moved to a

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depository institution or trust company organized under the laws of the United States or any constituent state of the United States that has the Required Deposit Rating. If the Owner Trustee, or such other party holding the Certificate Distribution Account does not at any time have the Required Deposit Rating or if a majority of Certificateholders notify the Owner Trustee that the Certificate Distribution Account should be moved, the Owner Trustee, or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an affiliate thereof, shall establish a new account at a depository institution or trust company meeting such Required Deposit Rating and move any funds.

On the Payment Date on which all of the Notes have been paid in full and following payment of any remaining obligations of the Issuing Entity 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 [(and taking into account any payments due to the Swap Counterparty], if any)]) — will be paid to the holder of the Certificates.

Permitted Investments

When funds are deposited in (a) the SUBI Collection Account of the related series of Notes and (b) the Reserve Account of such series of Notes, they will be invested at the direction of the Servicer in one or more Permitted Investments. “Permitted Investments” will be limited to highly rated obligations or obligations backed by the full faith and credit of the U.S. government, certificates of deposit fully insured by the Federal Deposit Insurance Corporation, and instruments or securities that meet the criteria of each Rating Agency from time to time as being consistent with its then-current ratings of the Notes which mature no later than the Business Day prior to the date on which such funds are required to be available for application pursuant to the Basic Documents. 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 or the SUBI Collection Account, as applicable, and thereafter paid to the Servicer on any Business Day on or after which such amount is deposited in such account.

DISTRIBUTIONS ON THE NOTES

As more fully described under “The SUBI” in this Prospectus Supplement, the 20[•]-[•] SUBI Certificate will evidence a beneficial interest in the related SUBI Assets, which are comprised of Leases and related Leased Vehicles having an aggregate Securitization Value as of the [Statistical] Cutoff Date of $[•] (based on a Securitization Rate of [•]%). [On the Closing Date, the Leases and related Leased Vehicles allocated to the SUBI will have an aggregate Securitization Value, as of the Cutoff Date, of not less than $[•]]. On or prior to 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 described in clauses (1) through (12) under “Description of the Servicing Agreement — Collections” in the accompanying Prospectus, (the “Collections”), (b) Advances to be made by the Servicer, (c) the Servicing Fee payable to the Servicer, in each case with respect to the calendar month immediately preceding the month in which the related Payment Date occurs (each, a “Collection Period”), (d) the Optimal Principal Distributable Amount, (e) [[the amount of Net Swap Payments, Net Swap Receipts and Swap Termination Payments, if any, to be paid by or to the Swap Counterparty, if any, under the Interest Rate Swap Agreement][the amount of any Cap Receipts and Cap Termination Payments, if any, to be paid by the Cap Provider under the Interest Rate Cap Agreement(s), if any], and (f)] 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 [and the Swap Counterparty, if any,] out of amounts on deposit in the related Distribution Accounts. The amount to be distributed to the Servicer, the Securityholders [and the Swap Counterparty, if any,] will be determined in the manner described below.

Determination of Available Funds

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.

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“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 Receipts][Net Swap Receipts] (excluding any [Cap][Swap] Termination Payments received from the [Cap Provider][Swap Counterparty], if any), (e) amounts, if any, on deposit in the Swap Termination Payment Account to the extent such amounts are required to be included in Available Funds pursuant to the Indenture, and (f) proceeds of any amounts received from a replacement [Swap Counterparty][Cap Provider] in consideration of entering into a replacement Interest Rate [Cap][Swap] Agreement for a terminated Interest Rate [Cap][Swap] Agreement].

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 all of the distributions in clauses (a) through (e) of the first paragraph under “— Deposits to the Distribution Accounts; Priority of Payments — SUBI Collection Account” in this Prospectus Supplement, except that the Principal Distribution Amount rather than the Monthly Principal Distributable Amount will be used for purposes of clause (e).

Deposits to the Distribution Accounts; Priority of Payments

SUBI Collection Account. On each Payment Date (so long as the maturity of the Notes has not been accelerated, or, if the maturity of the Notes has been accelerated, such acceleration has been rescinded), 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 Indenture Trustee 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) [the Net Swap Payment, if any, to be paid under the Interest Rate Swap Agreement to the Swap Counterparty,]

(d) [on a pro rata basis, (i) to the Swap Counterparty, any Senior Swap Termination Payments due under the Interest Rate Swap Agreement(s), and (ii)] to the Note Distribution Account, on a pro rata basis based on the amount distributable to each class of Notes, to pay (x) interest due on the outstanding Notes on that Payment Date (including any overdue interest) and (y) to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable Note Rate,

(e) 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 [(pro rata among the Class A-1a Notes and the Class A-1b Notes)], until they have been paid in full, second, to the Class A-2 Notes [(pro rata among the Class A-2a Notes and the Class A-2b Notes)], until they have been paid in full, third, to the Class A-3 Notes [(pro rata among the Class A-3a Notes and the Class A-3b Notes)], until they have been paid in full and fourth, to the Class A-4 Notes [(pro rata among the Class A-4a Notes and the Class A-4b Notes)], until they have been 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 Monthly Principal Distributable Amount, first to the Class A-1 Notes [(pro rata among the Class A-1a Notes and the Class A-1b Notes, if applicable)] until they have been paid in full and then second, pro rata, to the Class A-2 Notes [(pro rata among the Class A-2a Notes and the Class A-2b Notes, if applicable)], the Class A-3 Notes [(pro rata among the Class A-3a Notes and the Class A-3b Notes, if applicable)] and the Class A-4 Notes [(pro rata among the Class A-4a Notes and the Class A-4b Notes, if applicable)] until they have been paid in full,

(f) 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 Excess Amounts,

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(g) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Payment Date,]

(h) to the Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days,

(i) to the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days,

(j) to the Administrative Agent, to reimburse it for amounts paid to the Indenture Trustee and the Owner Trustee, pursuant to the compensation and indemnification provisions of the Indenture and the Trust Agreement, respectively,

(k) to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described below in this section, to such Currency Swap Counterparty,

(l) after all classes of Notes have been paid in full, to the Certificate Distribution Account, any remaining funds for distribution to the Certificateholders until the Certificate Balance is reduced to zero, and

(m) to the Certificate Distribution Account, for distribution to the Certificateholders, as beneficial owners of the Issuing Entity.

The “Payment Date Advance Reimbursement” for a Payment Date will equal the sum of all (a) outstanding Sales Proceeds Advances (1) in respect of Leased Vehicles that were sold during the related Collection Period (other than a sale to the Servicer pursuant to the Servicing Supplement) and (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 (but not to exceed the Reserve Account Draw Amount) and order of priority:

(a) [to pay any remaining Net Swap Payments due to the Swap Counterparty;]

(b) [on a pro rata basis, (i) any remaining Senior Swap Termination Payments to the Swap Counterparty; and (ii)] to the Note Distribution Account, to pay, on a pro rata basis, based on the amount distributable to each class of Notes, 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

(c) to the Note Distribution Account, the remaining Monthly Principal Distributable Amount, which will be allocated to pay principal on the Notes in the amounts and order of priority described under “— Deposits to the Distribution Accounts; Priority of Payments — SUBI Collection Account” above or, if applicable, as provided in “— Deposits to the Distribution Accounts; Priority of Payments — Indenture Defaults;” and

(d) [to the Swap Counterparty, any remaining Subordinated Swap Termination Payments for such Payment Date or, if applicable, as provided in “— Deposits to the Distribution Accounts; Priority of Payments — Indenture Defaults].

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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 Certificate Distribution Account for distribution to the Certificateholders, as beneficial owners of the Issuing Entity. 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. Upon any such distributions, the Securityholders [and the [Cap Provider][Swap Counterparty]] will have no further rights in, or claims to such amounts.

Amounts distributed to the Depositor and to any holder of the Certificates will not be available in later periods to fund charge offs or the Reserve Account. See “Risk Factors — Payment priorities increase risk of loss or delay in payment to certain notes” in this Prospectus Supplement. Amounts distributed to the Depositor may be distributed to NMAC, the sole member of the Depositor, for general corporate purposes.

The final distribution to any Noteholder will be made only upon surrender and cancellation of the certificate representing its Notes at an office or agency of the Issuing Entity specified in the notice of termination.

None of the Securityholders, the Indenture Trustee, the Owner Trustee, the Depositor, the Servicer [or the Swap Counterparty] 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.

Indenture Defaults

Indenture Defaults as well as the rights and remedies available to the Indenture Trustee and the Noteholders when an Indenture Default occurs, are described under “Description of the Indenture — Indenture Defaults” and “— Remedies Upon an Indenture Default” in the accompanying Prospectus.

Following the occurrence of an Indenture Default that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the 20[•]-[•] SUBI Collection Account in the following priority:

(a) pro rata, to the Indenture Trustee and the Owner Trustee, for amounts due as compensation or indemnity payments pursuant to the terms of the Indenture and the Trust Agreement, respectively,

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

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

(d) [the Net Swap Payment, if any, to be paid under the Interest Rate Swap Agreement to the Swap Counterparty,]

(e) [on a pro rata basis, (i) to the Swap Counterparty any Senior Swap Termination Payments due under the Interest Rate Swap Agreement(s), if any, and (ii)] to the Note Distribution Account, on a pro rata basis based on the amount distributable to each class of Notes, to pay (x) interest due on the outstanding Notes on that Payment Date (including any overdue interest), and (y) to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable Note Rate,

(f) to the Note Distribution Account, the Monthly Principal Distributable Amount, which will be allocated to pay principal, first, to the Class A-1 Notes [(pro rata among the Class A-1a Notes and the Class A-1b Notes, if applicable)], until they have been paid in full, and second, to the Class A-2 Notes [(pro rata among the Class A-2a Notes and the Class A-2b Notes, if applicable)], the Class A-3 Notes [(pro rata among the Class A-3a Notes and the Class A-3b Notes, if applicable)] and the Class A-4 Notes [(pro rata among the Class A-4a Notes and the Class A-4b Notes, if applicable)], pro rata, until all such Notes have been paid in full,

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(g) [to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described below in this section, to such Currency Swap Counterparty,]

(h) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Payment Date,]

(i) after all classes of Notes have been paid in full, to the Certificate Distribution Account, any remaining funds for distribution to the Certificateholders until the Certificate Balance is reduced to zero, and

(j) to the Certificate Distribution Account, for distribution to the Certificateholders, as beneficial owners of the Issuing Entity.

Upon the sale of the Issuing Entity’s Estate under the circumstances described in the accompanying Prospectus under “Description of the Indenture – Remedies Upon an Indenture Default” following an Indenture Default, the proceeds of such sale, together with available monies on deposit in the Reserve Account, will be paid in the priority of payments and distributions described above in this section.

[In addition, amounts payable, if any, by a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described below will not be deposited into the Collection Account and will be paid by the Indenture Trustee directly to the Certificateholders on such Payment Date.]

If an Indenture Default occurs, 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. If the Notes are accelerated, you may receive principal before the Final Scheduled Payment Date for your notes.

In addition, the Issuing Entity, at its option, may enter into a currency swap agreement (the “Currency Swap Agreement”) with a swap counterparty (the “Currency Swap Counterparty”) to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (a) at the time the Issuing Entity enters into the Currency Swap Agreement, the Rating Agency Condition shall have been satisfied, and (b) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that otherwise are payable to Certificateholders.

Payment Date Certificate

The Issuing Entity will cause the Servicer to agree to deliver to the Indenture Trustee, the Owner Trustee and each paying agent, if any, on each Determination Date, 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 Collections allocable to the 20[•]-[•] SUBI Certificate,

(ii) the amount of Available Funds,

(iii) the amount of interest accrued during the related Accrual Period on each class of Notes and, for any classes of Floating Rate Notes, the applicable Note Rate for the related Accrual Period for such Payment Date for such classes of Floating Rate Notes, respectively, if any,

(iv) the Note Balance for each class of Notes and the Certificate Balance, in each case on the day immediately preceding such Payment Date,

(v) (A) 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,

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(vi) the amount being distributed to each class of the Noteholders (the “Note Distribution Amount”) and to the Certificateholder (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 amount paid to reduce the Certificate Balance of, and to pay the Principal Carryover Shortfall for, the 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 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 amount of any [Cap Receipts and Cap Termination Payments received, if any, under the Interest Rate Cap Agreement(s), if any,][the amount of the Net Swap Receipts, Net Swap Payments and Swap Termination Payments paid or received, if any, under the Interest Rate Swap Agreement(s),]

(xv) the Servicing Fee for such Collection Period,

(xvi) delinquency and loss information for the Collection Period,

(xvii) the amount of the currency swap payments and the currency swap termination payments, if any, due to the Currency Swap Counterparty under any Currency Swap Agreement,

(xviii) any material change in practices with respect to charge-offs, collection and management of delinquent Leases, and the effect of any grace period, re-aging, re-structure, partial payments or other practices on delinquency and loss experience,

(xix) any material modifications, extensions or waivers to Lease terms, fees, penalties or payments during the Collection Period,

(xx) any material breaches of representations, warranties or covenants contained in the Leases,

(xxi) any new issuance of notes or other securities backed by the SUBI Assets (if applicable),

(xxii) any material additions, removals or substitutions of SUBI Assets, repurchases of SUBI Assets,

(xxiii) the amount of the currency swap payments and the currency swap termination payments, if any, due to the Currency Swap Counterparty under the Currency Swap Agreement, if any.

On any Payment Date, the Note Balance will equal the Initial Note Balance reduced by all payments of principal made on or prior to such Payment Date on the Notes.

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“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 excess, if any, of (a) the Base Residual of such Leased Vehicle, over (b) the sum of (without duplication) the related Net Auction Proceeds or Net Liquidation Proceeds, as the case may be, and 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 excess, if any, of (a) the sum of (without duplication) the Net Auction Proceeds from the sale of the Leased Vehicle and all Net Insurance Proceeds over (b) the Securitization Value of such Leased Vehicle at the related date of termination.

“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 Advance.

“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 Titling Trust Agreement.

“Insurance Expenses” means, with respect to any Leased Vehicle, Lease or lessee, 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 Titling Trust Agreement. Insurance Expenses will be reimbursable to the Servicer as a deduction from Net Insurance Proceeds.

Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above will be expressed in the aggregate and as a dollar amount per $1,000 of original principal amount of a Note or Certificate.

The Indenture Trustee has 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, and the Indenture Trustee shall be fully protected in relying upon the Payment Date Certificate.

ADDITIONAL INFORMATION REGARDING THE SECURITIES

Statements to 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 Record Date (which, for the Notes [other than Retained Notes, if any,] (and unless Definitive Notes are issued under the limited circumstances described in “Additional Information Regarding the Notes — Definitive Notes” in the accompanying Prospectus) shall be Cede as the nominee of DTC)[, the [Swap Counterparty][Cap Provider],] and each Rating Agency, an unaudited report (which may or may not be based on the Payment Date Certificate prepared by the Servicer), setting forth with respect to such Payment Date or the related Record Date or Collection Period, as the case may be, among other things, the items listed under clauses (i) through (xxiv) in the first paragraph of “Distributions on the Notes—Payment Date Certificate” above.

Copies of such statements may be obtained by the 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 necessary to permit the Noteholder to prepare its state and federal income taxes.

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Optional Purchase

In order to avoid excessive administrative expenses, the Servicer will be permitted at its option to purchase the 201[•]-[•] SUBI Certificate from the Issuing Entity 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 sum of the then-outstanding Note Balance and the then-outstanding Certificate Balance is less than or equal to 10% of the sum of the Initial Note Balance and the Initial Certificate Balance, or (b) the then-outstanding Note Balance is reduced to zero and the holders of 100% of the outstanding Certificates consent thereto. The exercise of that option by the Servicer is referred to in this Prospectus Supplement as an “Optional Purchase.” The purchase price for the 20[•]-[•] SUBI Certificate (which, with the consent of the Servicer and 100% of the Certificateholders, may be deemed to be the aggregate Securitization Value of the SUBI Assets on such Payment Date) (the “Optional Purchase Price”) will equal the greater of (i) the fair market value of the SUBI Assets, and (ii) the sum of the Redemption Price for the Notes, the Servicing Fee (including any unpaid Servicing Fees for prior Collection Periods), and unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances (in each case, after giving effect to any payments made on such Payment Date). In connection with an Optional Purchase, the Servicer will deposit the Optional Purchase Price into the SUBI Collection Account on the Deposit Date relating to the date of such redemption. The “Redemption Price” for the Notes will equal the aggregate outstanding 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 (to the extent the Notes are still outstanding), 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.

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

Advances

On 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 certain Matured Vehicles. As used in this Prospectus Supplement, the term “Advance” refers to either a Monthly Payment Advance or a Sales Proceeds Advance.

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”).

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 Issuing Entity 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”).

The Servicer will be entitled to reimbursement of Monthly Payment Advances and Sales Proceeds Advance to the extent described in “Description of the Servicing Agreement — Advances” in the accompanying Prospectus. For more information regarding the Servicer’s obligation to deposit Advances into the SUBI Collection Account and right to be reimbursed for Advances, you should refer to “Description of the Servicing Agreement — Advances” in the accompanying Prospectus.

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Compensation for Servicer and Administrative Agent

As Servicer, NMAC will be entitled to compensation for the performance of its servicing obligations with respect to the SUBI Assets under the Servicing Agreement. Pursuant to the Trust Administration Agreement, NMAC, as Administrative Agent (the “Administrative Agent”) will also perform the administrative obligations required to be performed by the Issuing Entity or the Owner Trustee under the Indenture and the Trust Agreement. As Servicer, NMAC 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 Servicer will also be entitled to receive any interest and other investment earnings (net of losses and expenses) earned during the Collection Period from the investment of monies on deposit in the SUBI Collection Account and the Reserve Account. See “Description of the Servicing Agreement – Servicing Compensation” in the accompanying Prospectus. 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. For performance of its obligations under the Trust Administration Agreement and as reimbursement for its expenses related thereto, the Administrative Agent will be entitled to a monthly payment of compensation in an amount to be agreed to between the Administrative Agent and the Servicer, which will be solely an obligation of the Servicer.

As Servicer, NMAC will also be entitled to additional compensation as described under “Description of the Servicing Agreement  — Servicing Compensation” in the accompanying Prospectus.

Fees and Expenses

Set forth below is a list of all fees and expenses payable on each Payment Date out of Available Funds and amounts on deposit in the Reserve Account for the related Collection Period.

Type of Fee	Amount of Fee	Party Receiving Fee	Priority in Distribution
Servicing Fee(1)	One-twelfth of the product of (a) 1.00% and (b) the aggregate Securitization Value of all Leases as of the first day of the Collection Period or, in the case of the first Payment Date, as of the Cutoff Date	Servicer	Payable prior to payment of interest on and principal of the Notes
Reimbursable Expenses(2)	Costs and expenses incurred by the Servicer in a legal proceeding to protect or otherwise enforce the rights of the Titling Trust or the Titling Trustee in a Lease or Leased Vehicle	Servicer	Payable prior to payment of interest on and principal of the Notes
Indenture Trustee and Owner Trustee Expenses	So long as no Indenture Default has occurred and is continuing, to the extent unpaid by the Administrative Agent for at least 60 days (as required by the Indenture and Trust Agreement, as applicable), any amounts due to the Indenture Trustee and the Owner Trustee for accrued and unpaid fees, expenses and indemnity payments If an Indenture Default has occurred and is continuing, resulting in an acceleration of the Notes which has not been rescinded, any amounts due to the Indenture Trustee and the Owner Trustee for accrued and unpaid fees, expenses and indemnity payments	Indenture Trustee and Owner Trustee	Payable after payments of interest on and principal of the Notes and after any required deposits in the Reserve Account Payable prior to payment of interest on and principal of the Notes

⁽¹⁾ Reimbursable Expenses will be paid to the Servicer on any day after the Servicer supplies the Titling Trustee with an officer’s certificate setting forth the calculations for such Reimbursable Expenses. See “Security for the Notes — The Accounts — The SUBI Collection Account — Withdrawals from the SUBI Collection Account” in this Prospectus Supplement.

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Mayer Brown LLP, tax counsel to the Issuing Entity, is of the opinion that for federal income tax purposes, the Notes (other than Notes retained by the Depositor or transferred to any affiliate that is treated as the same person as the Depositor for U.S. federal income tax purposes) will be characterized as debt and the Issuing Entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. The Noteholders will be deemed to agree, by their purchase of the Notes, to treat the Notes as debt for federal income tax purposes.

The Depositor has been advised by the Underwriters that they propose initially to offer to the public the Notes purchased by the Underwriters, at the applicable prices set forth on the cover page of this Prospectus Supplement. If all of the Notes purchased by the Underwriters are not sold at the initial offering price, the Underwriters may change the offering price and other selling terms.

Assuming the Underwriters do not change the prices of Notes as set forth in the immediately preceding paragraph, it is anticipated that no class of Notes offered hereunder will be issued with more than a de minimis amount (i.e., 1/4% of the principal amount of a class of Notes multiplied by its weighted average life to maturity) of original issue discount (“OID”). If a class of Notes offered hereunder is in fact issued at a greater than de minimis discount or is treated as having been issued with OID under the Treasury Regulations, the following general rules will apply.

The excess of the “stated redemption price at maturity” of a class of Notes offered hereunder (generally equal to its principal amount as of the date of original issuance plus all interest other than “qualified stated interest payments” payable prior to or at maturity) over its original issue price (in this case, the initial offering price at which a substantial amount of the class of Notes are sold to the public) will constitute OID. A Noteholder must include OID in income over the term of the Notes under a constant yield method. In general, OID must be included in income in advance of the receipt of the cash representing that income.

In the case of a debt instrument (such as a Note) as to which the repayment of principal may be accelerated as a result of the prepayment of other obligations securing the debt instrument, under section 1272(a)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, the periodic accrual of OID is determined by taking into account (i) a reasonable prepayment assumption in accruing OID (generally, the assumption used to price the debt offering), and (ii) adjustments in the accrual of OID when prepayments do not conform to the prepayment assumption, and regulations could be adopted applying those provisions to the Notes. It is unclear whether those provisions would be applicable to the Notes in the absence of such regulations or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules. If this provision applies to the Notes, the amount of OID that will accrue in any given “accrual period” may either increase or decrease depending upon the actual prepayment rate. In the absence of such regulations (or statutory or other administrative clarification), any information reports or returns to the IRS and the Noteholders regarding OID, if any, will be based on the assumption that the leases will prepay at a rate based on the assumption used in pricing the Notes offered hereunder. However, no representation will be made regarding the prepayment rate of the leases. See “Maturity, Prepayment and Yield Considerations” in this Prospectus Supplement Accordingly, Noteholders are advised to consult their own tax advisors regarding the impact of any prepayments of the leases (and the OID rules) if the Notes offered hereunder are issued with OID.

In the case of a Note purchased with de minimis OID, generally, a portion of such OID is taken into income upon each principal payment on the Note. Such portion equals the de minimis OID times a fraction whose numerator is the amount of principal payment made and whose denominator is the stated principal amount of the Note. Such income generally is capital gain. Special OID rules would apply to Notes issued with an original issue date to maturity of one year or less. See “Material Federal Income Tax Consequence — Short Term Debt” in the accompanying Prospectus. If the Notes are not issued with OID but a holder purchases a Note at a discount greater than the de minimis amount set forth above, such discount will be market discount. Generally, a portion of each principal payment will be treated as ordinary income to the extent of the accrued market discount not previously recognized as income. Gain on sale of such Note is treated as ordinary income to the extent of the accrued but not previously recognized market discount. Market discount generally accrues ratably, absent an election to base accrual on a constant yield to maturity basis.

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Noteholders should consult their tax advisors with regard to OID and market discount matters concerning their notes.

See the discussion under “Material Federal Income Tax Consequences — Tax Consequences to Owners of the Notes” in the accompanying Prospectus.

ERISA CONSIDERATIONS

Subject to important considerations described below and in the accompanying prospectus, the Notes are eligible for purchase by Plans. Section 406 of ERISA and Section 4975 of the Code prohibit a Benefit Plan Investor from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code with respect to such Benefit Plan Investor. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties or liabilities under ERISA and the Code for such persons or the fiduciaries of such Benefit Plan Investor. In addition, Title I of ERISA requires fiduciaries of a Benefit Plan Investor subject to Title I of ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents. Employee benefit plans that are “governmental plans” (as defined in Section 3(32) of ERISA) are not subject to the fiduciary and prohibited transaction provisions of ERISA or Section 4975 of the Code. However, such plans may be subject to similar restrictions under state, local or other laws that are similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Laws”).

Certain transactions involving the Issuing Entity might be deemed to constitute prohibited transactions under ERISA and Section 4975 of the Code with respect to a Benefit Plan Investor that acquired a Note if the assets of the Issuing Entity were deemed to be assets of the Benefit Plan Investor. Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA (the “Regulation”), the assets of the Issuing Entity would be treated as plan assets of a Benefit Plan Investor for purposes of ERISA and the Code only if the Benefit Plan Investor acquired an “equity interest” in the Issuing Entity and none of the exceptions to plan assets treatment contained in the Regulation were applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, assuming the Notes constitute debt for local law purposes, it is anticipated that, at the time of their issuance, the Notes should be treated as indebtedness of the Issuing Entity without substantial equity features for purposes of the Regulation. This determination that the Notes should be treated as indebtedness without substantial equity features is based upon the traditional debt features of the Notes, including the reasonable expectation of purchasers of the Notes that the Notes will be repaid when due, traditional default remedies, as well as the absence of conversion rights, warrants and other typical equity features and the assignment of an “investment grade” rating to the likelihood of payment of the stated principal and interest on the Notes at the time of issuance. The debt treatment of the Notes for ERISA purposes could change if the Issuing Entity incurs losses. This risk of recharacterization is enhanced for Notes that are subordinated to other classes of securities.

However, without regard to whether the Notes are treated as an equity interest of the Issuing Entity for purposes of the Regulation, the acquisition or holding of Notes by or on behalf of a Benefit Plan Investor could be considered to give rise to a non-exempt prohibited transaction if the Issuing Entity, the Servicer, the Sponsor, the Administrative Agent, the Owner Trustee, the Depositor, the Titling Trustee, the Indenture Trustee, the Trust Agent or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such Benefit Plan Investor, is the sponsor of such Benefit Plan Investor or is a fiduciary acting on behalf of the Benefit Plan Investor in connection with the acquisition or holding of the Notes. Certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of Notes by a Benefit Plan Investor, depending on the type and circumstances of the plan fiduciary making the decision to acquire such Notes and the relationship of the party in interest to the Benefit Plan Investor. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by certain “in-house asset managers”; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts;

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and PTCE 84-14, as amended, regarding transactions effected by “qualified professional asset managers.” In addition to the class exemptions listed above, there is a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a Benefit Plan Investor and a person or entity that is a party in interest to such Benefit Plan Investor solely by reason of providing services to the Benefit Plan Investor (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the Benefit Plan Investor involved in the transaction), provided that there is adequate consideration for the transaction.

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 may not cover all acts that might be construed as prohibited transactions. For example, to the extent the Administrative Agent, Issuing Entity, the Servicer, the Sponsor, the Owner Trustee, the Depositor, the Titling Trustee, the Indenture Trustee, the Trust Agent or any of their respective affiliates has investment discretion to invest the assets of a Benefit Plan Investor in the Notes, gives investment advice with respect to the Benefit Plan Investor’s investment in the Notes or is an employer maintaining or contributing to the Benefit Plan Investor, the above exemptions likely would not cover the Benefit Plan Investor’s investment in the Notes and, as a result, the investment in the Notes might give rise to a non-exempt prohibited transaction. There can be no assurance that any of these exemptions, or any other exemption, will be available with respect to any particular transaction involving the Notes, and prospective purchasers that are Benefit Plan Investors should consult with their advisors regarding the applicability of any such exemption.

By acquiring a Note (or any interest therein), each purchaser and transferee will be deemed to represent, warrant and covenant (on the date of acquisition of a Note (or any interest therein) and throughout the period of holding such Note (or interest therein)) that either (a) it is not, and is not acting on behalf of, a Plan; or (b)(i) the Note is rated at least “investment grade” by a nationally recognized statistical rating agency at the time of acquisition and (ii) the acquisition, holding and disposition of the Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation of any Similar Law. Benefit Plan Investors may not acquire the Notes at any time that the rating on the Notes are below “investment grade.” Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA’s fiduciary or prohibited transaction requirements. Government plans, however, may be subject to Similar Law. This summary does not include a discussion of any such laws and a prospective investor that is a governmental plan should consult its legal advisors regarding the application of such laws to the acquisition of Notes.

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

UNDERWRITING

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

Underwriters	[Principal Amount of Class A- 1a Notes]	[Principal Amount of Class A-1b Notes]	[Principal Amount of Class A- 2a Notes]	[Principal Amount of Class A- 2b Notes]	[Principal Amount of Class A- 3a Notes]	[Principal Amount of Class A- 3b Notes]	[Principal Amount of Class A- 4a Notes]	[Principal Amount of Class A- 4b Notes]
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
Total	$	$	$	$	$	$	$	$

S-86

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 listed in the table above 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 Depositor has been advised by the Underwriters that they propose initially to offer to the public the Notes purchased by the Underwriters, at the applicable prices set forth on the cover of this Prospectus Supplement, 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-1a Note, [•]% per Class A-1b Note], [•]% per [Class A-2a Note, [•]% per Class A-2b Note], [•]% per [Class A-3a Note, [•]% per Class A-3b Note], [•]% per [Class A-4a Note and [•]% per Class A-4b Note]. The Underwriters may allow, and those dealers may reallow, a concession not in excess of [•]% per [Class A-1a Note, [•]% per Class A-1b Note], [•]% per [Class A-2a Note, [•]% per Class A-2b Note], [•]% per [Class A-3a Note, [•]% per Class A-3b Note] and [•]% per [Class A-4a Note, [•]% per Class A-4b Note] to some other dealers. After the initial public offering of the Notes, the public offering price and those concessions may be changed.

[Any Retained Notes will not be sold to the Underwriters under the Underwriting Agreement. Subject to certain conditions, Retained Notes may be subsequently sold from time to time to purchasers directly by the Depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the Depositor or the purchasers of the Retained Notes. If the Retained Notes are sold through underwriters or broker-dealers, the Depositor will be responsible for underwriting discounts or commissions or agent’s commissions. The Retained Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.]

The Depositor 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 NMAC and its affiliates.

The Notes are new issues of securities with no established trading markets. The Depositor 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 Issuing Entity may, from time to time, invest funds in the Accounts in Permitted Investments acquired from the Underwriters.

NMAC or its affiliates may apply all or any portion of the net proceeds of the sale of the 20[•]-[•] SUBI Certificate to the Depositor to the repayment of indebtedness, including “warehouse” indebtedness secured by leases and/or to reallocate leases sold into a lease 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” indebtedness or as repurchase proceeds.

Additionally, certain of the Underwriters and their affiliates engage in transactions with and perform services for NMAC and its affiliates in the ordinary course of business and have engaged, and may in the future engage, in commercial banking and investment banking transactions with NMAC and its affiliates.

S-87

The Underwriters have advised the Depositor that in connection with the offering to the public of the Notes purchased by the Underwriters, the Underwriters may engage in overallotment transactions, stabilizing transactions or syndicate covering transactions in accordance with Regulation M under the 1934 Act. 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 Depositor 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 Depositor 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 1934 Act 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 are encouraged to consult their own advisors.

Offering Restrictions

Each Underwriter will represent that (i) 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 (ii) 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 Depositor.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Underwriter has represented and agreed with the Depositor that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Notes to the public in that Relevant Member State other than at any time to persons that are ‘qualified investors’ (within the meaning of Article 2(1)(e) of the Prospectus Directive (as defined below); provided that no such offer of Notes shall require the Issuing Entity or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision: (a) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means, presenting sufficient information on the terms of the offer and the Notes to be offered, so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (b) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State), and (c) the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The countries comprising the “European Economic Area” (or “EEA”) are Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

In connection with any sales of Securities outside of the United States, the Underwriters may act through one or more of their affiliates.

In addition, the UTI Beneficiary and the Depositor are the underwriters with respect to the 2013-B SUBI Certificate, which is not offered hereby.

S-88

Capital Requirements Directive

Articles 404-410 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013, known as the Capital Requirements Regulation (“CRR”), place certain conditions on investments in asset-backed securities by credit institutions and investment firms (together referred to as “institutions”) regulated in European Union (EU) member states and in other countries in the European Economic Area (EEA) and by certain affiliates of those institutions. These Articles, effective January 1, 2014, replace and in some respects amend Article 122a of Directive 2006/48/EC (as amended by Directive 2009/111/EC), known as Article 122a of the Capital Requirements Directive or CRD Article 122a, CRR has direct effect in EU member states and is expected to be implemented by national legislation or rulemaking in the other EEA countries.

CRR Article 405 requires an institution not to invest in any securitization position (as defined in CRR) unless the sponsor, originator or original lender has disclosed to investors that it will retain a specified minimum net economic interest in the securitization transaction. Prior to investing in a securitization position, and on an ongoing basis thereafter, the regulated institution must also be able to demonstrate that it has a comprehensive and thorough understanding of the securitization transaction and its structural features by satisfying the due diligence requirements and ongoing monitoring obligations of CRR Article 406. Under CRR Article 407, an institution that fails to comply with the requirements of CRR Article 405 or 406 will be subject to an additional regulatory capital charge.

These requirements are to be implemented in accordance with regulatory technical standards and implementing technical standards developed by the European Banking Authority for adoption by the European Commission. Those technical standards, as of the date of this prospectus supplement, have been published in final draft form by the European Banking Authority but not yet adopted by the European Commission. The final draft technical standards amend, in certain respects, the guidance previously issued under CRD Article 122a.

Article 17 of EU Directive 2011/61/EC on Alternative Investment Fund Managers (the “AIFMD”) and Chapter III, Section 5 of Regulation 231/2013 supplementing the AIFMD (the “AIFM Regulation”), introduced risk retention and due diligence requirements (which generally took effect on July 22, 2013) in respect of alternative investment fund managers (“AIFMs”) that are required to become authorized under the AIFMD. While the requirements applicable to AIFMs under Chapter III, Section 5 of the AIFM Regulation are similar to those which apply to credit institutions and investment firms under CRR Articles 405-406, they are not identical and, in particular, additional due diligence obligations apply to AIFMs.

Requirements similar to those set out in CRR Articles 405-406, AIFMD Article 17 and Chapter III, Section 5 of the AIFM Regulation are expected to be implemented for other types of EU-regulated investors (such as insurance and reinsurance companies and Undertakings for Collective Investments in Transferable Securities funds) in the future. When implemented, such requirements may apply to investments in securities already issued, including the notes being offered by this prospectus supplement.

None of the Sponsor, the Depositor nor any of their respective affiliates is obligated to retain a material net economic interest in the securitization described in this prospectus supplement or to provide any additional information that may be required to enable a credit institution, investment firm, alternative investment fund manager or other investor to satisfy the due diligence and monitoring requirements of CRR Articles 404-410, AIFMD Article 17, Chapter III, Section 5 of the AIFM Regulation or any corresponding rules applicable to EEA-regulated investors.

CRR Articles 404-410, AIFMD Article 17, Chapter III, Section 5 of the AIFM Regulation, corresponding rules for other investors and any other changes to the regulation or regulatory treatment of the notes for some or all investors may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of the notes offered by this prospectus supplement.

Noteholders should analyze their own regulatory position, and are encouraged to consult with their own investment and legal advisors, regarding application of and compliance with CRR Articles 404-410, AIFMD Article 17 and Chapter III, Section 5 of the AIFM Regulation or other applicable regulations and the suitability of the offered notes for investment.

S-89

MATERIAL LITIGATION

No litigation or governmental proceeding is pending, or has been threatened, against the UTI Beneficiary, the Depositor or the Issuing Entity.

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 Supplement 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 assurance in this regard or that future litigation will not adversely affect NMAC or the Titling Trust. See “Risk Factors — Risks associated with legal proceedings relating to leases” in this Prospectus Supplement.

CERTAIN RELATIONSHIPS

The Depositor is a wholly-owned subsidiary of NMAC. The sole beneficiary of the Titling Trust is the UTI Beneficiary. The sole beneficiary of the UTI Beneficiary is NMAC. In addition to the agreements described in the accompanying prospectus and this Prospectus Supplement, NMAC may from time to time enter into agreements in the ordinary course of business or that are on arms’ length terms with NNA. The Owner Trustee and the Indenture Trustee are entities that NMAC or its affiliates may have other banking relationships with directly or with their affiliates in the ordinary course of their businesses. In some instances the Owner Trustee and the Indenture Trustee may be acting in similar capacities for asset-backed transactions of NMAC for similar or other asset types.

LEGAL MATTERS

In addition to the legal opinions described in the accompanying prospectus, certain legal matters relating to the Notes and federal income tax and other matters will be passed upon for the Depositor and the Servicer by the general counsel of the Servicer and Mayer Brown LLP. [                    ] will act as Delaware counsel to the Depositor. [                    ] will act as counsel for the Underwriters.

S-90

INDEX OF PRINCIPAL TERMS

100% Prepayment Assumption	S-46
1934 Act	S-31
20[•]-[•] SUBI Certificate	S-29
25% Prepayment Assumption	S-47
50% Prepayment Assumption	S-47
ABS	S-46
Accounts	S-74
Accrual Period	S-64
Adjusted Capitalized Cost	S-38
Administrative Agent	S-83
Administrative Lien	S-37
Advance	S-82
Agreement of Definitions	S-30
AIFM Regulation	S-89
AIFMD	S-89
AIFMs	S-89
ALG	S-40
ALG Residual	S-40
Available Funds	S-76
Available Funds Shortfall Amount	S-76
Available Principal Distribution Amount	S-70
Bank	S-33
Base Residual	S-40
Basic Documents	S-30
Basic Servicing Agreement	S-34
Benefit Plan Investor	S-17
Business Day	S-64
Calculation Agent	S-65
Cap Provider	S-66
Cap Rate	S-67
Cap Receipt	S-66
Cap Termination Payment	S-67
Casualty Termination	S-36
Cede	S-60
Certificate Balance	S-65
Certificate Distribution Account	S-74
Certificate Distribution Amount	S-80
Certificateholder	S-29
Certificates	S-29
Class A-1 Notes	S-63
Class A-2 Notes	S-63
Class A-3 Notes	S-63
Class A-4 Notes	S-63
Clearstream Banking Luxemborg	A-1
Closing Date	S-29
Code	S-16, S-84
Collection Period	S-75
Collections	S-75
Contingent and Excess Liability Insurance	S-38
Contract Residual	S-40
Credit Termination	S-36
CRR	S-89
Currency Swap Agreement	S-79
Currency Swap Counterparty	S-79

Cutoff Date	S-32
Dealers	S-29
Defaulted Vehicle	S-73
Definitive Notes	S-60
Deposit Date	S-39
Depositor	S-29
Designated LIBOR Page	S-65
Determination Date	S-75
Distribution Accounts	S-74
DTC	S-60
Early Lease Termination	S-36
Early Termination Charge	S-38
EEA	S-89
Eligible Account	S-69
ERISA	S-16
Euroclear	A-1
European Economic Area	S-89
Excess Amounts	S-74
Excess Mileage and Excess Wear and Tear Charges	S-52
Final Scheduled Payment Date	S-71
Fixed Rate Notes	S-63
Floating Rate Notes	S-63
FSMA	S-88
Global Securities	A-1
IFS	S-29
Indenture	S-30
Indenture Default	S-46
Indenture Trustee	S-30
Initial ALG Residual	S-62
Initial Certificate Balance	S-29
Initial Note Balance	S-29
Insurance Expenses	S-81
Interest Determination Date	S-65
Interest Rate Cap Agreement	S-66
Interest Rate Swap Agreement	S-67
Interest Reset Date	S-65
Issuing Entity	S-29
Issuing Entity’s Estate	S-30
Lease Maturity Date	S-36
Lease Rate	S-37
Lease Term	S-35
Leased Vehicles	S-29
Leases	S-29
Lessee Initiated Early Termination	S-36
LIBOR	S-65
Liquidation Proceeds	S-71
London Business Day	S-65
Matured Vehicle	S-73
Monthly Payment	S-36
Monthly Payment Advance	S-82
Monthly Principal Distributable Amount	S-70
Monthly Remittance Condition	S-73
MRM Residual	S-40

91

MSRP	S-62
NALT 2000-A	S-61
Net Auction Proceeds	S-81
Net Insurance Proceeds	S-81
Net Liquidation Proceeds	S-71
Net Swap Payment	S-69
Net Swap Receipts	S-69
NMAC	S-29
NNA	S-62
Non-U.S. Person	A-4
Note Balance	S-70
Note Distribution Account	S-74
Note Distribution Amount	S-80
Note Factor	S-59
Note Owner	S-63
Note Rate	S-64
Noteholders	S-29
Notes	S-29
OID	S-84
Optimal Principal Distributable Amount	S-71
Optional Purchase	S-82
Optional Purchase Price	S-82
Other SUBI	S-29
Outstanding Amount	S-73
Owner Trustee	S-30
Payment Date	S-63
Payment Date Advance Reimbursement	S-77
Payment Date Certificate	S-79
Permitted Investments	S-75
Plans	S-17
Prepayment Assumption	S-46
Principal Carryover Shortfall	S-70
Principal Distribution Amount	S-70
Prospectus Directive	S-88
PTCE	S-86
Public ABS Transaction	S-73
rating agencies	S-16
Rating Agency	S-30
Rating Agency Condition	S-74
Reallocation Payments	S-71
Record Date	S-63
Redemption Price	S-82
Regulation	S-85
Regulation AB	S-33
Reimbursable Expenses	S-72

Relevant Implementation Date	S-88
Relevant Member State	S-88
Repurchase Payment	S-40
Required Deposit Rating	S-75
Reserve Account	S-73
Reserve Account Draw Amount	S-74
Reserve Account Requirement	S-74
Residual Value Loss	S-81
Residual Value Surplus	S-81
Retained Notes	S-30
Rule 193 Information	S-45
Sales Proceeds Advance	S-83
SEC	S-31
Securities	S-29
Securitization Rate	S-40
Securitization Value	S-40
Securityholders	S-29
Senior Swap Termination Payment	S-69
Servicer	S-34
Servicing Agreement	S-34
Servicing Fee	S-83
Servicing Supplement	S-34
Similar Laws	S-85
Spread	S-65
Statistical Cutoff Date	S-35
SUBI	S-29
SUBI Assets	S-29
SUBI Certificate Transfer Agreement	S-35
SUBI Collection Account	S-72
SUBI Supplement	S-34
SUBI Trust Agreement	S-34
Subordinated Swap Termination Payment	S-69
Swap Counterparty	S-67
Swap Termination Payment	S-69
Swap Termination Payment Account	S-69
Titling Trust	S-29
Titling Trust Agreement	S-34
Titling Trustee	S-34
Trust Agent	S-34
Trust Agreement	S-30
Trust SUBI Certificate Transfer Agreement	S-35
Trustees	S-30
Underwriters	S-87
Underwriting Agreement	S-87
UTI	S-29
UTI Beneficiary	S-29

92

APPENDIX A

GLOBAL CLEARANCE, SETTLEMENT AND

TAX DOCUMENTATION PROCEDURES

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 société anonyme (“Clearstream Banking Luxemborg”) or Euroclear Systems (“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 procedures 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 respective depositaries of Clearstream Banking Luxembourg and Euroclear (in such capacity) and the participating members of DTC (“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.

Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name of Cede 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 respective 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.

Secondary Market Trading

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.

A-1

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 a 360 day year of twelve 30 day months or a 360 day year and the actual number of days in that accrual period. 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 a 360 day year of twelve 30 day months or a 360 day year and the actual number of days in that accrual period. 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

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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 Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream Banking Luxembourg Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account would instead be valued as of the actual settlement date.

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.

Material U.S. Federal Income Tax Documentation Requirements

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 (as defined in the accompanying Prospectus), 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 one of the following steps to obtain an exemption or reduced tax rate:

Exemption for Non-U.S. Persons (Form W-8BEN). Beneficial owners of Global Securities that are Non-U.S. Persons generally can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of that change.

Exemption for Non-U.S. Persons with effectively connected income (Form W-8ECI). A Non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, generally can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemption or reduced rate for Non-U.S. Persons resident in treaty countries (Form W-8BEN). Non-U.S. Persons residing in a country that has a tax treaty with the United States generally can obtain an exemption or reduced tax rate depending on the treaty terms by filing Form W-8BEN (claiming treaty benefits). Form W-8BEN may be filed by the beneficial owners or their agents.

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Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The beneficial owner of a Global Security files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency). A Form W-9 and a Form W-8BEN on which the beneficial owner of a Global Security provides a U.S. taxpayer identification number generally remains in effect until a change in circumstances causes any of the information on the form to be incorrect. A Form W-8BEN on which a U.S. taxpayer identification is not provided and a Form W-8ECI generally remains in effect for three calendar years, absent a change in circumstances causing any information on the form to be incorrect.

The term “Non-U.S. Person” means any person who is not a U.S. Person (as defined in the accompanying Prospectus).

This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of Global Securities. It is suggested that investors consult their tax advisors for specific tax advice concerning their holding and disposing of Global Securities.

You should rely only on the information contained in or incorporated by reference into this Prospectus Supplement or the accompanying Prospectus. We have not authorized anyone to give you different information. We do not claim the accuracy of the information in this Prospectus Supplement or the accompanying Prospectus as of any date other than the date stated on the cover page. We are not offering the Notes in any jurisdiction where it is not permitted.

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APPENDIX B

STATIC POOL INFORMATION REGARDING

CERTAIN PREVIOUS SECURITIZATIONS

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APPENDIX C

HISTORICAL POOL PERFORMANCE

C-1

APPENDIX D

ASSUMED CASH FLOWS

D-1

PROSPECTUS

Nissan Auto Lease Trusts

Issuing Entities

Nissan Auto Leasing LLC II

Depositor

Nissan Motor Acceptance Corporation

Servicer/Sponsor

Asset Backed Notes

The Issuing Entities

1. A new issuing entity will be formed to issue each series of notes.

2. The property of each issuing entity will consist of:

• a certificate evidencing a 100% beneficial interest in a pool of closed-end Nissan and Infiniti vehicle leases, the related Nissan and Infiniti leased vehicles, all proceeds of those leased vehicles, all of the dealers’ rights with respect to those leases and leased vehicles,

• amounts deposited in any reserve or similar account (including investment earnings, net of losses and investment expenses, on amounts on deposit therein),

• the proceeds of any hedge or similar agreement and the rights of the issuing entity under such agreement,

• the rights of the issuing entity to funds on deposit from time to time in separate trust accounts specified in the accompanying prospectus supplement,

• the rights of the depositor, as transferee under a certain certificate transfer agreement,

• the rights of the issuing entity, as transferee under a certain certificate transfer agreement,

• the rights of the issuing entity and the indenture trustee under any credit enhancement issued with respect to any particular series or class,

• the rights of the issuing entity as a third-party beneficiary of the related servicing agreement, including the right to certain advances from the servicer, to the extent relating to the pool assets, and a certain trust agreement, and

• all proceeds of the foregoing.

The Notes:

1. will be asset-backed securities sold periodically in one or more series,

2. will be paid only from the assets of the related issuing entity, and

3. will be issued as part of a designated series that may include one or more classes.

Before you decide to invest in any of the notes, please read this prospectus and the prospectus supplement that will be attached to this prospectus. There are material risks in investing in the notes. Please read the risk factors beginning on page [•] of this prospectus and in the accompanying prospectus supplement. The notes will represent obligations of the related issuing entity only and will not represent obligations of or interests in Nissan Motor Acceptance Corporation, Nissan Auto Leasing LLC II, Nissan-Infiniti LT or any of their other respective affiliates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus or the accompanying prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.

The amounts, prices and terms of each offering of notes will be determined at the time of sale and will be described in the accompanying prospectus supplement that will be attached to this prospectus. This prospectus may be used to offer and sell any series of notes only if accompanied by the prospectus supplement for that series.

The date of this prospectus is [•], 2014.

TABLE OF CONTENTS

	Page
SUMMARY OF TERMS		5
RISK FACTORS		12
THE ISSUING ENTITIES		25
Formation		25
Property of the Issuing Entities		25
USE OF PROCEEDS		27
THE TITLING TRUST		27
General		27
The UTI Beneficiary		28
The Titling Trustee		28
Property of the Titling Trust		28
Lease Origination and the Titling of Vehicles		28
THE SUBI		30
General		30
Transfers of the SUBI Certificate		30
THE DEPOSITOR		31
NISSAN MOTOR ACCEPTANCE CORPORATION		33
Overview		33
Financing Operations		33
NMAC Responsibilities in Securitization Program		34
Servicing		34
Financial Condition of Nissan Motor Co., Ltd.		37
Loan and Lease Underwriting Procedures		37
Determination of Residual Values		38
Lease Return Process and Remarketing		38
Leased Vehicle Maintenance		38
Methods of Vehicle Disposal		39
Insurance on the Leased Vehicles		39
Contingent and Excess Liability Insurance		40
Collection and Repossession Procedures		41
Extensions and Pull-Forwards		41
Delinquency, Repossession and Loss Data		42
Like Kind Exchange		42
THE LEASES		43
General		43
Electronic Contracting		44
Early Termination		44
Credit Termination		44
Security Deposits		45
Representations, Warranties and Covenants		46
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS		47
General		47
NOTE FACTORS AND TRADING INFORMATION		48
THE NOTES		49
General		49
Principal of and Interest on the Notes		49
ADDITIONAL INFORMATION REGARDING THE NOTES		50
Fixed Rate Notes		50
Floating Rate Notes		50
Credit Enhancement		51
Subordination Between Classes		52
Subordination of Certificates to Notes		52
Reserve Account		52
Letter of Credit		52
Surety Bond or Insurance Policy		53

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TABLE OF CONTENTS

(continued)

	Page
No Cross-Default /Cross-Collateralization		53
Bankruptcy Provisions		53
Book-Entry Registration		54
General		54
Definitive Notes		57
Restrictions on Ownership and Transfer		58
Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates		58
DESCRIPTION OF THE INDENTURE		59
Indenture Defaults		59
Remedies Upon an Indenture Default		60
Certain Covenants		61
Replacement of the Indenture Trustee		62
Duties of Indenture Trustee		62
Compensation and Indemnity		63
Access to Noteholder Lists		63
Annual Compliance Statement		64
Reports and Documents by Indenture Trustee to Noteholders		64
Satisfaction and Discharge of Indenture		64
Amendment and Notices		64
DESCRIPTION OF THE TRUST AGREEMENT		66
Authority and Duties of the Owner Trustee		66
Restrictions on Actions by the Owner Trustee		67
Actions by Certificateholders and Owner Trustee with Respect to Certain Matters		67
Restrictions on Certificateholders’ Powers		67
Resignation and Removal of the Owner Trustee		67
Termination		68
Liabilities and Indemnification		68
Amendment		69
DESCRIPTION OF THE SUBI TRUST AGREEMENT		70
The SUBI, Other SUBIs and the UTI		70
Special Obligations of the UTI Beneficiary		71
Titling Trustee Duties and Powers; Fees and Expenses		71
Resignation and Removal of the Titling Trustee		72
Indemnity of Titling Trustee and Trust Agent		72
Termination		72
Issuing Entity as Third-Party Beneficiary		73
Amendment		73
DESCRIPTION OF THE SERVICING AGREEMENT		73
General		74
Custody of Lease Documents and Certificates of Title		74
Accounts		74
Collections		75
Sale and Disposition of Leased Vehicles		77
Purchase of Leases Before Their Lease Maturity Dates		77
Notification of Liens and Claims		78
Advances		78
Insurance on Leased Vehicles		79
Realization Upon Liquidated Leases		79
Servicer Records, Determinations and Reports		79
Evidence as to Compliance		80
Servicing Compensation		80
Servicer Resignation and Termination		81
Indemnification by and Limitation of Liability of the Servicer		81
Servicer Defaults		81

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TABLE OF CONTENTS

(continued)

	Page
Rights Upon Servicer Default		82
Removal or Replacement of the Servicer		82
Waiver of Past Defaults		83
Termination		83
Amendment		84
DESCRIPTION OF THE TRUST ADMINISTRATION AGREEMENT		84
General		84
Amendment		85
DESCRIPTION OF THE HEDGE AGREEMENT		85
Payments Under the Hedge Agreement		85
Defaults Under the Hedge Agreement		86
Hedge Agreement Termination Events		86
Early Termination of the Hedge Agreement		86
ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI		86
The Titling Trust		86
Structural Considerations		87
Allocation of Titling Trust Liabilities		87
The SUBI		88
Insolvency Related Matters		89
Dodd-Frank Orderly Liquidation Framework		91
ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES		94
Security Interests		94
Repossession of Leased Vehicles		94
Deficiency Judgments		95
Consumer Protection Law		95
Other Limitations		96
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		96
Treatment of the Issuing Entity		97
Tax Consequences to Owners of the Notes		97
State and Local Tax Considerations		102
ERISA CONSIDERATIONS		103
General		103
UNDERWRITING		105
LEGAL OPINIONS		105
INDEX OF PRINCIPAL TERMS		106

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

We provide information to you about the notes in two separate documents that progressively provide varying levels of detail: this prospectus, which provides general information, some of which may not apply to a particular series of notes including your series, and the accompanying prospectus supplement, which will describe the specific terms of the offered notes.

We have started with several introductory sections describing the issuing entity and the notes in abbreviated form, followed by a more complete description of the terms. The introductory sections are:

• Summary of Terms — gives a brief introduction to the notes to be offered; and

• Risk Factors — describes briefly some of the risks to investors of a purchase of the notes.

You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption “Index of Principal Terms” beginning on page 108 in this prospectus.

Whenever we use words like “intends,” “anticipates” or “expects,” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing the notes.

WHERE YOU CAN FIND MORE INFORMATION

The depositor and Nissan-Infiniti LT have filed with the Securities and Exchange Commission (the “SEC”) a registration statement (File Nos. 333-170956 and 333-170956-01) (the “Registration Statement”) that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. Annual reports on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K, and amendments to those reports will be prepared, signed and filed with the SEC by the depositor or the servicer on behalf of each issuing entity. Copies of these reports and the Registration Statement will be provided free of charge upon written request to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee 37067. The reports and the Registration Statement are also available for inspection without charge at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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SUMMARY OF TERMS

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 and the accompanying prospectus supplement. You should carefully read both documents to understand all of the terms of the offering.

Issuing Entity:	The issuing entity will be formed for each series of notes by a trust agreement between the depositor and the trustee of the issuing entity.
Depositor:	Nissan Auto Leasing LLC II.
Sponsor, Servicer and Administrative Agent:	Nissan Motor Acceptance Corporation.
Indenture Trustee:	The indenture trustee under the indenture pursuant to which the notes of each series will be issued will be named in the prospectus supplement for that series.
Owner Trustee:	The owner trustee for the issuing entity issuing each series of notes will be named in the prospectus supplement for that series.
Titling Trust:	Nissan-Infiniti LT.
Titling Trustee:	NILT, Inc.
UTI Beneficiary:	NILT Trust.
Securities Offered:	Notes of a series may include one or more classes, and will be issued pursuant to an indenture. Some of the notes issued by the issuing entity may not be offered to the public. The accompanying prospectus supplement will specify the class or classes of notes that are being offered by it. The issuing entity may also issue certificates representing all of the beneficial ownership interests in the issuing entity. These certificates will not be offered to the public and initially will be retained by the depositor. Other than those certificates, no other series or classes of securities will be backed by the same asset pool or otherwise have claims on the same assets. No securityholder approval is necessary for the issuance of such notes or the certificates. The terms of each class of notes in a series described in the accompanying prospectus supplement will include the following:
	1.      the stated principal amount of each class of notes; and
	2.      the interest rate (which may be fixed, variable, adjustable or some combination of these rates) or method of determining the interest rate.
	A class of notes may differ from other classes of notes in one or more aspects, including:
	1.      timing and priority of payments;
	2.      seniority;

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	3.      allocation of losses;
	4.      interest rate or formula;
	5.      amount of interest or principal payments; and
	6.      whether interest or principal will be payable to holders of the class if specified events occur.
	If the issuing entity issues notes and certificates, the notes will be the only securities being offered to you. The depositor initially will retain all of the certificates. Payment on the certificates, if any are issued, will be subordinated to payment on one or more classes of notes to the extent described in the accompanying prospectus supplement.
The SUBI Certificate:	Motor vehicle dealers in the Nissan Motor Acceptance Corporation network of dealers have assigned closed-end retail lease contracts and have sold the related Nissan and Infiniti leased vehicles — which may include Nissan and Infiniti automobiles, minivans, sport utility vehicles and light-duty trucks — to Nissan-Infiniti LT. The leases have been or will be underwritten using the underwriting criteria described in this prospectus under “Nissan Motor Acceptance Corporation — Loan and Lease Underwriting Procedures.”
	On or before the date the notes of a series are issued, Nissan-Infiniti LT will establish a special unit of beneficial interest, which is also called a “SUBI” and allocate to the SUBI certain leases and related leased vehicles owned by Nissan-Infiniti LT. Each lease and the related leased vehicle allocated to the SUBI will be selected based on criteria specified in a servicing agreement among Nissan Motor Acceptance Corporation, as servicer, NILT Trust, as UTI Beneficiary, and Nissan-Infiniti LT. These criteria will be described in the accompanying prospectus supplement.
	Each SUBI will be represented by a SUBI certificate representing a beneficial interest in that SUBI. Upon the creation of a SUBI, Nissan-Infiniti LT will issue the related SUBI certificate to NILT Trust, as UTI Beneficiary. NILT Trust, as UTI Beneficiary, will then sell the SUBI certificate to Nissan Auto Leasing LLC II pursuant to a SUBI certificate transfer agreement. The SUBI certificate will be resold by Nissan Auto Leasing LLC II to the issuing entity pursuant to a trust SUBI certificate transfer agreement in exchange for the notes and certificates issued by the issuing entity.
The Issuing Entity’s Property:	The property of each issuing entity:
	1.      will be described in the accompanying prospectus supplement,
	2.      will be primarily the SUBI certificate and the proceeds received on the related assets, including the right to receive monthly payments under the leases and the amounts realized from sales of the related leased vehicles on or after a specified cutoff date, and
	3.      will include other related assets such as:

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	•    amounts deposited in specified bank accounts,
	•    proceeds of any hedge or similar agreement and the rights of the issuing entity under such agreement,
	•    any other enhancement issued with respect to any particular series or class, and
	•    the rights of the depositor and the issuing entity in the agreements specified in the accompanying prospectus supplement.
	For more information regarding assets of the issuing entity, you should refer to “The Issuing Entities — Property of the Issuing Entities” in this prospectus and “The Issuing Entity — Property of the Issuing Entity” in the accompanying prospectus supplement.
Credit Enhancement:	The issuing entities may include features designed to provide protection to one or more classes of notes. These features are referred to as “credit enhancement.” Credit enhancement may include any one or more of the following:
	1.      subordination of one or more other classes of notes;
	2.      subordination of certificates to one or more classes of notes;
	3.      one or more reserve accounts;
	4.      over-collateralization;
	5.      letters of credit;
	6.      surety bonds or insurance policies;
	7.      guaranteed investment contracts;
	8.      cash collateral guaranties or accounts; or
	9.      cash deposits.
	The specific terms of any enhancement applicable to an issuing entity or to the notes issued by an issuing entity will be described in detail in the accompanying prospectus supplement. See “Additional Information Regarding The Notes — Credit Enhancement” in this prospectus for general terms applicable to the different forms of credit enhancement that may be used by the issuing entities.
Hedge Agreement:	To the extent specified in the accompanying prospectus supplement, one or more classes of notes may have the benefit of a currency swap, an interest rate swap or a combined currency and interest rate swap, or an interest rate cap entered into between the issuing entity or indenture trustee for the benefit of the holders of the notes and a counterparty specified in the accompanying prospectus supplement, the principal terms and provisions of which will be specified in the accompanying

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	prospectus supplement. See “Description of the Hedge Agreement” in this prospectus.
Indenture Defaults:	The indenture governing the terms and conditions of the notes of each series includes a list of adverse events called indenture defaults. Indenture defaults include the following:
	•    the issuing entity fails to pay interest on any note within five days after its due date,
	•    the issuing entity fails to pay the principal of any note in full on its final scheduled payment date or redemption date,
	•    the issuing entity materially defaults in the observance or performance of any covenant or agreement of the issuing entity, or any representation or warranty of the issuing entity 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 for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a majority of the outstanding principal amount of the notes, voting as a single class, consent to such longer cure period) after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of notes holding not less than the majority of the aggregate outstanding principal amount of the notes, voting as a single class, or
	•    certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity (which, if involuntary, remains unstayed for more than 90 days).
Indenture Default Remedies:	If an indenture default occurs and is continuing with respect to a series of notes, the related indenture trustee or holders of at least a majority of the outstanding principal amount of that series of notes, voting as a single class, may declare the principal of those notes immediately due and payable. That declaration, under limited circumstances, may be rescinded by the holders of at least a majority of the outstanding principal amount of the notes voting as a single class. After an indenture default and the acceleration of the affected notes, funds on deposit in the collection account and any of the issuing entity’s bank accounts with respect to the affected notes will be applied to pay principal of and interest on those notes in the order and amounts specified in the accompanying prospectus supplement.
	If an indenture default relates to a failure of the issuing entity to pay interest on the notes when due or principal of the notes on their respective final scheduled payment dates, and the notes are accelerated following such indenture default, the indenture trustee may elect to sell the assets of the issuing entity. For other indenture defaults, the indenture trustee may only sell the assets of the issuing entity if (i) the holders of all outstanding notes of that series consent to the sale, (ii) the

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	proceeds from the sale are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding notes of that series and any unpaid amounts due to the hedge counterparty, if any, under the hedge agreement, if any, or (iii) the indenture trustee determines that the proceeds from the sale would not be sufficient to make all payments on the outstanding notes of that series, but the holders of at least 66 2/3% of the outstanding principal amount of the affected notes voting as a single class, otherwise consent to the sale.
	For more detailed information regarding the events constituting an indenture default and the remedies available following such default, you should refer to “Description of the Indenture — Indenture Defaults” and “— Remedies Upon an Indenture Default” in this prospectus.
Servicing/Administration:	Nissan Motor Acceptance Corporation, as the servicer, will be responsible for servicing the leases, handling the disposition of the related vehicles when the leases terminate or when vehicles relating to defaulted leases are repossessed, and collecting amounts due in respect of the leases. In addition, Nissan Motor Acceptance Corporation will act as administrative agent for the issuing entity. The issuing entity will pay Nissan Motor Acceptance Corporation a monthly fee specified in the accompanying prospectus supplement for performing the functions of a third party servicer of the leases. The servicer will also receive additional servicing compensation in the form of, among other things, late fees, extension fees, and other administration fees and expenses or similar charges received by the servicer during that month.
Optional Purchase:	The servicer may have the option to purchase or cause to be purchased all of the assets of the issuing entity when aggregate outstanding principal balance of the related securities is at or below a specified percentage of the initial aggregate outstanding principal balance of those securities as of the closing date.
	You should refer to “Description of the Trust Agreement — Termination” in this prospectus and “Additional Information Regarding the Securities — Optional Purchase” in the accompanying prospectus supplement for more detailed information regarding the optional purchase of notes and certificates.
Advances:	The servicer is required to advance to the issuing entity (i) lease payments that are due but unpaid by the lessee and (ii) proceeds from expected sales on leased vehicles for which the related leases have terminated to the extent provided in the accompanying prospectus supplement. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from future payments on the related lease or leased vehicle.
	For more detailed information regarding advances made by the servicer and reimbursement of advances, you should refer to “Description of the Servicing Agreement — Advances” in this prospectus and “Additional Information Regarding the Securities — Advances” in the accompanying prospectus supplement.

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Reallocation of Leases and Leased Vehicles from the SUBI:	With respect to each series of notes, the servicer will be obligated to reallocate from the related SUBI any leases and related leased vehicles that do not meet certain representations and warranties. In addition, the servicer will be obligated to reallocate from the SUBI the leased vehicles relating to any leases for which the servicer grants a term extension that extends the lease term beyond the final scheduled payment date of the latest maturing class of notes (other than any term extension that is in accordance with the servicer’s customary servicing procedures made after a default, breach, delinquency or event permitting acceleration under the terms of any lease shall have occurred or, in the judgment of the servicer, is imminent). In connection with such reallocation, the servicer will be required to pay the related issuing entity the repurchase payments for the lease. If a lessee changes the domicile of or title to the related leased vehicle to any jurisdiction in which the titling trust is not qualified and licensed to do business, other than any jurisdiction where the failure to be so qualified and licensed will not have a material adverse effect on the related issuing entity, or any other jurisdiction specified in the accompanying prospectus supplement, the servicer will cause the affected lease and leased vehicle either to be reallocated from the SUBI to the undivided trust interest that has been issued to NILT Trust or to another special unit of beneficial interest consisting of a portfolio of leases and related leased vehicles separate from the portfolio allocated to the SUBI or to be conveyed to the servicer. In connection with such reallocation or reconveyance, the servicer will pay to the related trust the repurchase payments.
	For more information regarding the representations and warranties made by the servicer for each series of notes, you should refer to “The Leases — General” and “— Representations, Warranties and Covenants” in this prospectus and “The Leases — Characteristics of the Leases” in the accompanying prospectus supplement. For more information regarding the obligation of the servicer to reallocate leases and the related leased vehicles from the SUBI for each series of notes, you should refer to “Description of the Servicing Agreement — Purchase of Leases Before Their Lease Maturity Dates” in this prospectus.
Tax Status:	Subject to the important considerations described herein, special federal income tax counsel to the issuing entity will deliver its opinion that the notes of each series will be treated as debt (other than any notes retained by the depositor or transferred to any affiliates that are treated as the same person as the depositor for federal tax purposes) for federal income tax purposes, and that the issuing entity will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes. A purchaser of the notes will agree to treat the notes as debt for all applicable tax purposes.
	You should refer to “Material Federal Income Tax Consequences” in this prospectus and “Material Federal Income Tax Consequences” in the accompanying prospectus supplement for more detailed information on the application of federal and state tax laws.

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ERISA Considerations: Fiduciaries of Plans (as defined below), are urged to carefully review the considerations discussed under “ERISA Considerations” in this prospectus and the accompanying prospectus supplement and consult with their legal advisors before making a decision to invest in the notes. In general, subject to those considerations and conditions described in that section and to the extent specified in the accompanying prospectus supplement, notes (other than notes initially retained by the depositor or conveyed to certain specified affiliates of the depositor) may be acquired with the assets of an “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, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) that is subject to Section 4975 of the Code, or any entity deemed to hold “plan assets” of either of the foregoing (each a “Benefit Plan Investor”), as well as “governmental plans” (as defined in Section 3(32) of ERISA) and any other employee benefit plans that are subject to any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code (collectively, with Benefit Plan Investors, referred to as “Plans”).

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RISK FACTORS

You should consider the following risk factors and the risks described in the section captioned “Risk Factors” in the accompanying prospectus supplement in deciding whether to purchase notes of any class.

You must rely for repayment only upon the issuing entity’s assets which may not be sufficient to make full payments on your notes	Your notes are asset backed securities issued by and represent obligations of the issuing entity only and do not represent obligations of or interest in Nissan Motor Acceptance Corporation, Nissan Auto Leasing LLC II or any of their respective affiliates. Distributions on any class of securities will depend solely on the amount and timing of payments and other collections in respect of the related leases, disposition proceeds of the related leased vehicles and any credit enhancement for the notes specified in the accompanying prospectus supplement. We cannot assure you that these amounts will be sufficient to make full and timely distributions on your notes. The notes and the leases will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or, unless specifically set forth in the accompanying prospectus supplement, by any provider of credit enhancement.
You may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement	The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the related SUBI certificate, together with its right to payments under any hedge agreement and available funds in certain accounts. The notes of a series represent obligations solely of the issuing entity and will not be insured or guaranteed by any entity. Accordingly, you will rely primarily upon collections on the leases and disposition proceeds of the related leased vehicles allocated to the SUBI for your series of notes and, to the extent available, any credit enhancement for the issuing entity, including incoming payments under any hedge agreement and amounts on deposit in any reserve account or similar account. Funds on deposit in any reserve account or similar account will cover delinquencies on the leases and losses on the leases and leased vehicles up to a certain amount. However, if delinquencies and losses exceed the available credit enhancement for your series of notes, 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 the transferor or to others from time to time.
	The residual values for the leased vehicles established by Nissan Motor Acceptance Corporation are future projections that are based on projections by Automotive Lease Guide, as described in the accompanying prospectus supplement. 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 allocated to the SUBI for your series of notes 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 for your series of notes is exceeded.
	For a discussion of factors that may contribute to residual value losses, you should refer to “Risk Factors — Used car market factors may increase the risk of loss on your investment,” “— Increased turn-in rates may increase losses” and “Nissan Motor Acceptance Corporation — Determination of Residual Values” in this prospectus and

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	“Risk Factors — The concentration of leased vehicles to particular models could negatively affect the pool assets” and “— The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets” in the accompanying prospectus supplement.
You may experience a loss or a delay in receiving payments on the notes if the assets of the issuing entity are liquidated	If certain events of default under the agreements specified in the accompanying prospectus supplement (including indenture defaults) occur and the notes of a series are accelerated, the assets of the related issuing entity may be liquidated. If a liquidation occurs close to the date when one or more classes of notes of that series would otherwise be paid in full, repayment of those classes might be delayed while liquidation of the assets is occurring. It is difficult to predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. In addition, the amount received from liquidation may be less than the aggregate principal amount of the outstanding notes of that series. In that circumstance, the principal amount of those notes will not be paid in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of one or more classes of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Risk Factors — Returns on your investments may be reduced by prepayments on the leases, indenture defaults, optional redemption, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity” in this prospectus.
The timing of principal payments is uncertain	The amount of distributions of principal on the notes and the time when you receive those distributions depend on the rate of payments and losses relating to certain leases and 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. You will bear any reinvestment risks resulting from a faster or slower rate of payments of certain leases and leased vehicles.
Returns on your investments may be reduced by prepayments on the leases, indenture defaults, optional redemption, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity	You may receive payment of principal of your notes earlier than you expected for the reasons set forth below. You may not be able to invest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes. The amount of principal distributed on your notes and the time when you receive those distributions depend on the rate of payments and losses relating to the leases and the leased vehicles. Prepayments, liquidations of defaulted leases, reallocations from the SUBI of leases and the related vehicles that do not meet certain eligibility criteria or indenture defaults that result in an acceleration of payments on the notes will shorten the life of the notes to an extent that cannot be fully predicted.
	The servicer may be required to reallocate from the SUBI certain leases and leased vehicles if there is a breach of the representations and warranties relating to those leases or leased vehicles or if the servicer extends the term of those leases beyond certain limits set forth in the related servicing agreement. In connection with such reallocation, the servicer will be obligated to pay the issuing entity an amount equal to

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	(i) the present value of the monthly payments remaining to be made under the affected lease, discounted at a rate specified in the accompanying prospectus supplement, (ii) the residual value of the leased vehicle and (iii) any delinquent payments not paid by the lessee. The servicer may also be entitled to purchase the SUBI certificate from the issuing entity when the aggregate outstanding principal balance of the related securities is at or below a specified percentage, set forth in the accompanying prospectus supplement, of the initial aggregate outstanding principal balance of those securities as of the closing date.
	Further, the leases allocated to the SUBI may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related leased vehicles or for other reasons. For example, a lessee under certain circumstances may elect to terminate the lease prior to its maturity in order to enter into a new lease contract for a different Nissan or Infiniti vehicle. In the case of such early termination, any payments due and payable by the lessee will be paid and deposited into the related collection account within the time period required for the servicer to deposit collections into the related collection account.
	Each of these payments will have the effect of accelerating the payment of principal and shortening the average lives of all outstanding notes of a series. For these reasons, the servicer cannot predict the actual prepayment rates for the leases. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and the leased vehicles, including the risk that available investments at that time have lower interest rates than the rates offered by your notes.
	For more information regarding prepayments or delinquencies, you should refer to “Maturity, Prepayment and Yield Considerations” in this prospectus and “Prepayments, Delinquencies, Repossessions and Net Losses” in the accompanying prospectus supplement. For more information regarding the servicer’s obligation to reallocate leases and leased vehicles from the SUBI, you should refer to “Description of the Servicing Agreement — Sale and Disposition of Leased Vehicles” and “— Purchase of Leases Before Their Lease Maturity Dates” in this prospectus. For more information regarding the optional purchase by the servicer, you should refer to “Additional Information Regarding the Securities — Optional Purchase” in the accompanying prospectus supplement. For more detailed information regarding the collection procedures for leases that have terminated, defaulted or become uncollectible, you should refer to “Nissan Motor Acceptance Corporation — Collection and Repossession Procedures,” “Nissan Motor Acceptance Corporation — Extensions and Pull-Forwards,” “The Leases — Early Termination,” and “Description of the Servicing Agreement — Realization Upon Liquidated Leases” in this prospectus.
Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes	Because the SUBI will represent a beneficial interest in the related SUBI assets, you will be dependent on payments made on the leases allocated to the SUBI for your series of notes and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on your notes. The issuing entity of a series 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

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	behalf of the titling trust. It is therefore possible that a claim against or lien on the leased vehicles or the other assets of 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.
	Further, 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 allocated to the SUBI and because the issuing entity does not have a prior perfected security interest in the assets of the SUBI, these liens could have priority over the interest of the issuing entity in the assets of the SUBI. See “— If ERISA liens are placed on the titling trust assets, you could suffer a loss” in this prospectus.
	To the extent a third-party makes a claim against, or files a lien on, the assets of the titling trust, including the leased vehicles allocated to the SUBI for your series of notes, it may delay the disposition of those leased vehicles or reduce the amount paid to the holder of the related SUBI certificate. If that occurs, you may experience delays in payment or losses on your investment.
	For more information on the effect of third-party claims or liens on payment of the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI — Allocation of Titling Trust Liabilities,” “— The SUBI,” “Additional Legal Aspects of the Leases and the Leased Vehicles — Security Interests” and “Risk Factors — The issuing entity may not have a perfected security interest in leases evidenced by electronic contracts” in this prospectus.
The failure to make principal payments on the notes prior to the applicable final scheduled payment date will generally not result in an indenture default	The amount of principal required to be paid to you prior to the applicable final scheduled payment date set forth in the accompanying prospectus supplement generally will be limited to amounts available for those purposes. Therefore, the failure to pay principal of a note before the applicable final scheduled payment date generally will not result in an indenture default for any series of notes until the applicable final scheduled payment date for that series of notes.
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, fuel costs, marketing incentives 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. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America, Inc. or by its competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Other factors that are beyond the control of the issuing entity, the depositor and the servicer could also have a negative impact on the value of a vehicle. If the proceeds actually realized upon the sale of the leased vehicles are substantially lower than the residual values originally established by Nissan Motor Acceptance Corporation, you may suffer a loss on your investment.

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Increased turn-in rates may increase losses	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 issuing entity 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 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 available for your series of notes, you may suffer a loss on your investment.
The issuing entity may not have a perfected security interest in leases evidenced by electronic contracts	As described in “The Leases — Electronic Contracting” in this prospectus Nissan Motor Acceptance Corporation, on behalf of the titling trust, has contracted with a third-party to originate and maintain custody of certain of the contracts in electronic form through the third-party custodian’s technology system. The third-party custodian’s technology system is designed to enable the titling trust to perfect its security interest in the leases evidenced by electronic records by satisfying the Uniform Commercial Code’s requirements for “control” of electronic chattel paper. In order for the titling trust to have “control” of an item of electronic chattel paper, (a) there must be a “single authoritative copy” of the electronic record or records comprising such electronic chattel paper that is readily distinguishable from all other copies and which identifies the titling trust as the assignee of the chattel paper, (b) all other copies of the electronic chattel paper must indicate that they are not the “authoritative copy” of the electronic chattel paper, (c) any revisions to the authoritative copy of the electronic chattel paper must be readily identifiable as either authorized or unauthorized revisions and (d) authorized revisions of the electronic chattel paper cannot be made without the participation of the titling trust.
	However, another person could acquire an interest in an electronic contract that is superior to the interest of the titling trust (and accordingly the issuing entity’s interest), if (a) the titling trust ceases to have “control” over the items of electronic chattel paper that are maintained on behalf of the titling trust by the third-party custodian and (b) another party acquires ownership or a collateral security interest in the electronic chattel paper and perfects its security interest either by filing a financing statement or taking “control” over the electronic chattel paper. The titling trust could also lose “control” over an electronic contract if through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in the third-party custodian’s technology system a person other than the titling trust were able to modify or duplicate the authoritative copy of the contract.

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	Although the security interest in the electronic contracts that has been granted in favor of the depositor, assigned to the related issuing entity and thereafter to the indenture trustee has been perfected by filing financing statements, the fact that the titling trust’s security interest in the electronic contracts may not be perfected by control may affect the priority of the issuing entity’s security interest in such leases. For example, the issuing entity’s interest in the leases could be junior to another party with a prior perfected security interest in the inventory of the originating dealer, which security interest would attach to the leases as proceeds of the inventory.
	There can be no assurances that the third-party’s technology system will perform as represented to the servicer in maintaining the systems and controls required to provide assurance that the titling trust maintains control over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract.
	The titling trust, the UTI beneficiary and the depositor will represent that the titling trust has a perfected security interest in the leases to the extent evidenced by electronic contracts by means of control and that the UTI beneficiary has assigned its security interest to the depositor and the depositor has, thereafter, assigned its security interest in such leases evidenced by electronic contracts to the issuing entity.
	However, the law governing perfecting security interests in electronic contracts by control is relatively recent. As a result, there is a risk that the systems employed by the third-party to maintain control of the electronic contracts may not be sufficient as a matter of law to perfect by “control” the titling trust’s security interest (and accordingly, the issuing entity) in the leases evidenced by electronic contracts.
	The titling trust has made the representations described above, in part in reliance on opinions of counsel delivered to it and Nissan Motor Acceptance Corporation. However, as a result of the foregoing, the titling trust (and accordingly, the issuing entity) may not have a perfected security interest in certain leases or its security interest, although perfected, could be junior to that of another party. The fact that the titling trust (and accordingly, the issuing entity) may not have a perfected security interest in certain of the leases, or may have a perfected security interest that is junior to that of another party, may affect the titling trust’s ability on behalf of the issuing entity to repossess the underlying leased vehicles. Therefore, you may be subject to delays in payment on your notes and you may incur losses on your investment in the notes.
A depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you	Following a bankruptcy or insolvency of the depositor, sponsor or the UTI beneficiary, a court could conclude that the SUBI certificate for your series of notes is owned by the depositor, sponsor or the UTI beneficiary, instead of the issuing entity. This conclusion could be either because the transfer of that SUBI certificate from the UTI beneficiary to the depositor was not a true sale or because the court concluded that the depositor or the issuing entity should be

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	consolidated with the sponsor or the UTI beneficiary 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 United States bankruptcy code that permit substitution for collateral in limited circumstances,
	•   tax or government liens on the servicer’s or the depositor’s property (that arose prior to the transfer of the SUBI certificate to the issuing entity) having a prior claim on collections before the collections are used to make payments on the notes, and
	•   the fact that neither the issuing entity nor the indenture trustee for your series of notes 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 depositor or certain related entities may affect the issuing entity and the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI — Insolvency Related Matters” in this prospectus.
You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds	So long as Nissan Motor Acceptance Corporation is the servicer, if each condition to making monthly deposits as may be required by the servicing agreement (including the satisfaction of specified ratings criteria of Nissan Motor Acceptance Corporation and the absence of any servicer default) is satisfied, Nissan Motor Acceptance Corporation, as the servicer, may retain all payments on the leases received from the related lessees and all proceeds relating to the leases and the leased vehicles collected during a collection period until the business day preceding the related payment date. During this time, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. On or before the business day preceding a date on which payments are due to be made on a series of notes, the servicer must deposit into the related collection account, all payments on the leases received from the lessees and all proceeds relating to the leases and the leased vehicles collected during the related collection period. If the servicer is unable to deposit these amounts into the collection account, you might incur a loss on your notes.
	For more information regarding Nissan Motor Acceptance Corporation’s duties with respect to segregation of collections, you should refer to “Description of the Servicing Agreement — Collections — Monthly Remittance Condition” in this prospectus.
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 enforced by the Consumer Financial Protection Bureau, impose requirements on retail lease contracts such as the leases. The failure by the titling trust to

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	comply with these requirements may give rise to liabilities on the part of the titling trust or the issuing entity of a series (as owner of the related SUBI certificate). Further, many states have adopted “lemon laws” that provide vehicle users certain rights with respect to 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, as servicer, 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 a SUBI for a series of notes proves incorrect, materially and adversely affects the interest of the issuing entity, and is not timely cured, Nissan Motor Acceptance Corporation, as servicer, will be required to repurchase the beneficial interest in the noncompliant lease and repurchase the related leased vehicle from the issuing entity. To the extent that Nissan Motor Acceptance Corporation fails to make such repurchase, or to the extent that a court holds the titling trust or the issuing entity 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 issuing entity. 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 Law” in this prospectus.
Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter the timing and amount of collections, which may result in acceleration of or reduction in payment on your notes	If a lessee sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the lessee’s obligations to repay amounts due on its lease. As a result, that lease could be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources and finance charge amounts allocated to the notes are insufficient to cover the applicable default amount.
If the issuing entity enters into a currency swap or an interest rate swap, payments on the notes will be dependent on payments made under the swap agreement	If the issuing entity enters into a currency swap, interest rate swap or a combined currency and interest rate swap, its ability to protect itself from shortfalls in cash flow caused by currency or interest rate changes will depend to a large extent on the terms of the swap agreement and whether the swap counterparty performs its obligations under the related currency swap or the interest rate swap, as applicable. If the issuing entity does not receive the payments it expects from the swap counterparty, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever.
	If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while payments under the leases are fixed monthly obligations. The issuing entity may enter into an interest rate swap to reduce its exposure to changes in interest rates. An interest rate swap requires one party to make payments to the other party in an amount calculated by applying an interest rate (for example, a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example, a fixed rate) to the same notional amount. For example, if

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	the issuing entity issues $100 million of notes bearing interest at a floating rate based on the London Interbank Offered Rate, it might enter into a swap agreement under which the issuing entity would pay interest to the swap counterparty in an amount equal to an agreed upon fixed rate on $100 million in exchange for receiving interest on $100 million at the floating rate based on the London Interbank Offered Rate. The $100 million would be the “notional” amount because it is used simply to make the calculation. In an interest rate swap, no principal payments are exchanged.
	If the issuing entity issues notes denominated in a currency other than U.S. dollars, the issuing entity will need to make payments on the notes in a currency other than U.S. dollars, as described in the accompanying prospectus supplement. Payments collected on the leases and the related leased vehicles, however, will be made in U.S. dollars. If this occurs, the issuing entity may enter into a currency swap to reduce its exposure to changes in currency exchange rates. A currency swap requires one party to provide a specified amount of a currency to the other party at specified times in exchange for the other party providing a different currency at a predetermined exchange ratio. For example, if the issuing entity issues notes denominated in Swiss Francs, it might enter into a swap agreement with a swap counterparty under which the issuing entity would use the collections on the leases to pay U.S. dollars to the swap counterparty in exchange for receiving Swiss Francs at a predetermined exchange rate to make the payments owed on the notes.
	The terms of any currency swap or interest rate swap will be described in more detail in the accompanying prospectus supplement.
If the issuing entity enters into an interest rate cap agreement, payments on the notes will be dependent on payments made under the interest rate cap agreement	If the issuing entity enters into an interest rate cap agreement, the amounts available to the issuing entity to pay interest and principal of all classes of the notes will depend in part on the terms of the interest rate cap agreement and the performance by the cap provider of its obligations under the interest rate cap agreement. If the issuing entity does not receive the payments it expects from the cap provider, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever.
	If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while payments under the leases are fixed monthly obligations. If this occurs, the issuing entity may enter into an interest rate cap agreement with a cap provider to reduce its exposure to changes in interest rates. An interest rate cap agreement may require that if the specified interest rate related to any payment date exceeds the cap rate specified in the accompanying prospectus supplement, the cap provider pays to the issuing entity an amount equal to the product of:
	•   the specified interest rate for the related payment date minus the cap rate;
	•   the notional amount of the cap, which will be equal to the total outstanding principal amount of the notes on the first day of the accrual period related to such payment date; and

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	•   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 or 365, as specified in the accompanying prospectus supplement.
	During those periods in which the specified interest rate is substantially greater than the cap rate, the issuing entity 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 terms of any interest rate cap will be described in more detail in the accompanying prospectus supplement.
The rating of a swap counterparty or cap provider may affect the ratings of the notes	If an issuing entity enters into an interest rate swap agreement, a currency swap agreement or an interest rate cap agreement, the rating agencies that rate the notes will consider the provisions of such interest rate swap agreement, currency swap agreement or interest rate cap agreement, as applicable, and the rating of the swap counterparty or the cap provider, as applicable, in rating the notes. If a rating agency downgrades the debt rating of the swap counterparty or the cap provider, it is also likely to downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.
	To provide some protection against the adverse consequences of a downgrade, the swap counterparty or cap provider may be permitted, but generally not required, to take the following actions if the rating agencies reduce its debt ratings below certain levels:
	•   assign the interest rate swap agreement, the currency swap agreement or interest rate cap agreement, as applicable, to another party;
	•   obtain a replacement interest rate swap agreement, currency swap agreement or interest rate cap agreement, as applicable, on substantially the same terms as the existing interest rate swap agreement, currency swap agreement or interest rate cap agreement, as applicable; or
	•   establish any other arrangement satisfactory to the rating agencies.
	Any interest rate swap, currency swap or interest rate cap involves a high degree of risk. A trust will be exposed to this risk should it use either of these mechanisms. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes if a swap or interest rate cap is involved.

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Because the notes are in book-entry form, your rights can only be exercised indirectly	Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System in Europe or Asia. Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank/S.A./NV as operator of the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes of a series will remain in book-entry form except in the limited circumstances described under the caption “Additional Information Regarding the Notes — Definitive Notes” in this prospectus. Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “Noteholder” and the owner trustee will not recognize you as a “Securityholder,” as those terms are used in the indenture, the trust agreement and the servicing agreement. As a result, you will only be able to exercise the rights as a noteholder indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme and Euroclear Bank S.A./NV as operator of the Euroclear System (in Europe or Asia) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge or transfer your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System. In addition, having the notes in book-entry form may reduce their liquidity in the secondary market because certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.
	Interest on and principal of the notes of any series will be paid by the related issuing entity to The Depository Trust Company as the record holder of those notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.
Factors affecting the information management systems of Nissan Motor Acceptance Corporation may increase the risk of loss on your investment	The success of your investment depends upon the ability of the servicer, Nissan Motor Acceptance Corporation, to store, retrieve, process and manage substantial amounts of information. If Nissan Motor Acceptance Corporation or any of these providers experiences interruptions or losses in its information processing capabilities, its business, financial conditions, results of operations and ultimately your notes may suffer.

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Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes	Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or a third party servicer to whom Nissan Motor Acceptance Corporation outsources its activities may result in servicing disruptions or reduce the market value of your notes. Nissan Motor Acceptance Corporation currently outsources some of its activities as servicer to third party servicers. In the event of a termination and replacement of Nissan Motor Acceptance Corporation as the servicer, or if any of the third party servicers cannot perform its activities, there may be some disruption of the collection activity with respect to delinquent leases and therefore delinquencies and credit losses could increase. As servicer, Nissan Motor Acceptance Corporation will be required to reallocate certain leases that do not comply with representations and warranties made by the servicer (for example, representations relating to the compliance of the lease contracts with applicable laws). If Nissan Motor Acceptance Corporation becomes unable to reallocate any of those leases or make the related payment to the issuing entity, investors could suffer losses. In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, Nissan Motor Acceptance Corporation is an indirect wholly-owned subsidiary of Nissan Motor Co., Ltd. Although Nissan Motor Co., Ltd. is not guaranteeing the obligations of the issuing entity for any series of notes, if Nissan Motor Co., Ltd. ceased to manufacture vehicles or support the sale of vehicles or if Nissan Motor Co., Ltd faced financial or operational difficulties, those events may reduce the market value of Nissan and Infiniti vehicles, and ultimately the amount realized on any Nissan or Infiniti leased vehicle, including the leased vehicles allocated to the SUBI for your series of notes.
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.
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 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 issuing entity does not have a prior perfected security interest in the assets included in a SUBI, these liens could have priority over the interest of the issuing entity in the assets included in a 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. However, if an ERISA liability were asserted, you may suffer a loss on your investment in the notes.

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The return on your 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.
	The federal Servicemembers Civil Relief Act, as amended, and similar state laws may provide relief to lessees who enter active military service and to lessees in reserve status who are called to active duty after the originations of their leases. Current U.S. military operations and rising tensions in other regions may continue to involve military operations that will increase the number of citizens who have been called or will be called to active duty. The Servicemembers Civil Relief Act provides that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including non-payment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at any time after commencement of active duty if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days; or (ii) the lessee, while in the military, executes a lease contract for a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or for deployment for active duty for a period of not less than 180 days. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a defaulted vehicle during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the lease contract and readjust the payment schedule for a period of time after the completion of the obligor’s military service. If a lessee’s obligation to make lease payments is adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those 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 and other similar legislation, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Law” in this prospectus.

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THE ISSUING ENTITIES

Formation

Nissan Auto Leasing LLC II (the “Depositor”) will establish, for each series of notes (the “Notes”), a new issuing entity (each, an “Issuing Entity”) pursuant to a trust agreement (as it may be amended and restated from time to time, each a “Trust Agreement”).

The terms of each series of Notes and, if applicable, the certificates (the “Certificates,” and together with the Notes, the “Securities”) issued by the related Issuing Entity and additional information concerning the assets of the Issuing Entity and any applicable credit enhancement will be set forth in a supplement (each, a “Prospectus Supplement”) related to this prospectus (the “Prospectus”).

The Issuing Entity for each series of Notes will not engage in any activity other than:

• issuing and making payments on the Notes and the Certificates that it issues,

• acquiring the related SUBI Certificate from the Depositor in exchange for (i) issuance of the Notes to the Depositor, (ii) certain capital contributions from the Depositor and (iii) issuance of the Certificates to the Depositor,

• assigning, granting and pledging the Issuing Entity’s Estate to the related Indenture Trustee as security for the Notes,

• managing and distributing to the holders of the Certificates any portion of the Issuing Entity’s Estate released from the lien of the related Indenture,

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

• engaging in any other activities that are necessary, suitable or convenient to accomplish any of the purposes listed above or in any way connected with those activities,

• engaging in any other activities as may be required, to the extent permitted under the related financing documents, to conserve the Issuing Entity’s Estate, and

• engaging in ancillary or related activities as specified in the accompanying Prospectus Supplement.

Securities owned by the related Issuing Entity, the Depositor, the Servicer and their respective affiliates will be entitled to all of the benefits afforded to the Securities except that they generally will not be deemed outstanding for the purpose of making requests, authorizations, directions, notices, consents or other action under the Basic Documents unless all outstanding Securities are owned by the related Issuing Entity, the Depositor, the Servicer or their respective affiliates.

Property of the Issuing Entities

Nissan Motor Acceptance Corporation (“NMAC”) established Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), to purchase new vehicle, closed-end fixed rate lease contracts originated through dealers. As used herein, “Dealer” or “Dealers” shall mean a person or persons engaged generally in the business of purchasing vehicles from a manufacturer or distributor thereof or from an auction and holding such vehicles for sale or lease in the ordinary course of business and (i) with respect to NMAC’s vehicle retail or lease financing business, is limited to Nissan- and Infiniti-branded dealers, and (ii) with respect to NMAC’s vehicle wholesale and other dealer financing business, is limited to Nissan- and Infiniti-branded dealers and dealers affiliated with Nissan- or Infiniti-branded dealers. All of the Dealers have entered into agreements with NMAC or Infiniti Financial Services, which is a division of NMAC, pursuant to which the Dealers have assigned and will assign retail closed-end motor vehicle lease contracts to the Titling Trust. The Titling Trust was created in July 1998 to avoid the administrative

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difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. See “The Titling Trust” in this Prospectus. The Titling Trust issued to NILT Trust (the “UTI Beneficiary”) an 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” in this Prospectus. On or before the date of the initial issuance of any series of Notes (each, a “Closing Date”), the UTI Beneficiary will instruct the trustee of the Titling Trust to establish a special unit of beneficial interest (the “SUBI”) and allocate to the SUBI a separate portfolio of leases (the “Leases”), the related vehicles leased under the Leases (the “Leased Vehicles”) and other associated assets of the Titling Trust. The SUBI will represent the entire beneficial interest in the Leases, Leased Vehicles and the related assets (collectively, the “SUBI Assets”). Upon the creation of the SUBI, the separate portfolio of related Leases, the related Leased Vehicles and the related assets 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 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 allocated to a series of Notes and Certificates will not be available to make payments on that series of Notes and Certificates.

The Titling Trust will issue a certificate evidencing the SUBI (the “SUBI Certificate”) to or upon the order of the UTI Beneficiary. The SUBI Certificate will evidence an indirect beneficial interest, rather than a direct legal interest, in the related Leases and the Leased Vehicles. With respect to each series of Notes and Certificates, the UTI Beneficiary will sell, transfer and assign the related SUBI Certificate to the Depositor. The Depositor will in turn transfer and assign the SUBI Certificate to the Issuing Entity in exchange for the Notes and Certificates issued by the Issuing Entity. Each Issuing Entity will rely primarily upon collections from the Leases and proceeds from the disposition of the related Leased Vehicles to make payments on the related series of Notes.

In addition to a SUBI Certificate, the property of each Issuing Entity (the “Issuing Entity’s Estate”) will include the following:

• amounts deposited in any reserve or similar account (including investment earnings, net of losses and investment expenses, on amounts on deposit therein),

• the proceeds of any hedge or similar agreement and the rights of the Issuing Entity under such agreement,

• the rights of the Issuing Entity to funds on deposit from time to time in separate trust accounts specified in the accompanying Prospectus Supplement,

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

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

• the rights of the Issuing Entity and the Indenture Trustee under any credit enhancement issued with respect to any particular series or class,

• the rights of the Issuing Entity as a third-party beneficiary of the related Servicing Agreement, including the right to certain advances from the Servicer, to the extent relating to the SUBI Assets, and the SUBI Trust Agreement, and

• all proceeds of the foregoing.

The Notes will be the only securities being offered to you, the Depositor initially will retain all of the Certificates and payment on the Certificates will be subordinated to payments on one or more classes of Notes to the extent described in the accompanying Prospectus Supplement. See “Additional Information Regarding the Notes — Subordination of Certificates to Notes” in this Prospectus.

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USE OF PROCEEDS

The net proceeds from the sale of each series of Notes received by the Depositor will be used (i) to pay the UTI Beneficiary for the related SUBI Certificate, (ii) to make capital contributions, if any, to the Issuing Entity, (iii) if specified in the accompanying Prospectus Supplement, to purchase an interest rate swap agreement, a currency swap agreement or an interest rate cap and to fund the reserve account, and (iv)  to pay down warehouse debt owed to the warehouse lenders.

THE TITLING TRUST

General

Nissan-Infiniti LT, 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 the UTI Beneficiary, NMAC as servicer (the “Servicer”), NILT, Inc., as trustee (the “Titling Trustee”), Wilmington Trust Company, as Delaware trustee (the “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 “Description of the SUBI Trust Agreement” in this Prospectus, under the Titling Trust Agreement, the Titling Trust has not and will not:

• issue beneficial or other interests in the Titling Trust Assets, notes or certificates other than (i) with respect to each issuance of Notes, the related SUBI and SUBI Certificate, (ii) one or more special units of beneficial interest, each consisting of a portfolio of leases and related leased vehicles separate from the portfolio allocated to the SUBI (each, an “Other SUBI”), (iii) one or more certificates representing each Other SUBI (the “Other SUBI Certificates”), and (iv) 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 notes and certificates in exchange for Titling Trust Assets, with the exception of the SUBI Certificate issued with respect to any series of Notes and 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 SUBI Certificate, or

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

For more information regarding the Titling Trust and the servicing of the Leases and Leased Vehicles, you should refer to “Description of the SUBI Trust Agreement” and “Description of the Servicing Agreement” in this Prospectus.

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The UTI Beneficiary

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 Certificate, acquiring interests in one or more SUBIs, and engaging in related transactions. So long as any financings involving interests in the Titling Trust, including the transactions described in this Prospectus and any accompanying Prospectus Supplement, are outstanding, NMAC may not transfer its beneficial interest in the UTI Beneficiary. The principal offices of the UTI Beneficiary are located at One Nissan Way, Franklin, Tennessee 37067, and its telephone number is (615)  725-1224.

The Titling Trustee

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 principal offices of the Titling Trustee are located at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, and its telephone number is (312) 325-8902.

Property of the Titling Trust

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 and any accompanying Prospectus Supplement, 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).

Lease Origination and the Titling of Vehicles

All leases owned by the Titling Trust have been or will be underwritten using the underwriting criteria described under “Nissan Motor Acceptance Corporation — Loan and Lease Underwriting Procedures” in this Prospectus. 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. Except as described below, liens will not be placed on the certificates of title, nor will new certificates of title be issued, to reflect the interest of any Issuing Entity, as holder of a SUBI Certificate, in the related Leased Vehicles. The certificates of title to those Leased Vehicles registered in several states will, however, reflect a first lien held by the Titling Trust or NMAC (the “Administrative Lien”) that will exist solely to provide for delivery of title documentation of those Leased Vehicles to the Titling Trustee or the Servicer. Each entity that records an Administrative Lien (other than the Titling Trust) will enter into an agreement by which it acknowledges that it has no interest in the related Leased Vehicles and additionally waives, quitclaims and releases any claim that it may have against the Leased Vehicles by virtue of such liens.

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After the sale of the SUBI Certificate to an Issuing Entity, the Servicer will be obligated to reallocate from the related SUBI any Leases and related Leased Vehicles that do not meet certain representations and warranties. 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. For more information regarding the specific representations and warranties made by the Servicer for each series of Notes, you should refer to “The Leases — General,” “— Representations, Warranties and Covenants” in this Prospectus and “The Leases — Characteristics of the Leases” in the accompanying Prospectus Supplement. In addition, the Servicer will be obligated to reallocate from the related SUBI the Leased Vehicles relating to any Leases for which the Servicer grants a lease term extension that extends the lease term beyond the final scheduled payment date of the latest maturing class of Notes (other than any lease term extension that is in accordance with the Servicer’s customary servicing procedures made after a default, breach, delinquency or event permitting acceleration under the terms of any Lease shall have occurred or, in the judgment of the Servicer, is imminent) (each, a “Term Extension”). In connection with such reallocation, the Servicer will be required to pay the related Issuing Entity an amount equal to (x) the sum of the present value, discounted at a rate specified in the accompanying Prospectus Supplement, of (i) the monthly payments remaining to be made under the affected Lease, and (ii) the base residual of the Leased Vehicles, which will be calculated as described in the accompanying Prospectus Supplement (the “Base Residual”), and (y) any delinquent payments not paid by the lessee (collectively, the “Repurchase Payments”) on or before the last day. If a lessee changes the domicile of or title to the related Leased Vehicle to a Restricted Jurisdiction, the Servicer will cause the affected Lease and Leased Vehicle either to be reallocated from the SUBI to the UTI or to an Other SUBI or to be conveyed to the Servicer. In connection with such reallocation or reconveyance, the Servicer will pay to the related Issuing Entity the Repurchase Payments on or before the last day. See “Description of the Servicing Agreement — Purchase of Leases Before Their Lease Maturity Dates” in this Prospectus. “Restricted Jurisdiction” means any jurisdiction in which the Titling Trust is not qualified and licensed to do business (or exempt from such qualification or licensing), other than any jurisdiction where the failure to be so qualified and licensed will not have a material adverse effect on the related Issuing Entity.

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 by one or more SUBIs or the UTI. 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. For further information regarding the titling of the Leased Vehicles and the interests of the related Issuing Entities therein, you should refer to “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payments on your notes” in this Prospectus.

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THE SUBI

General

On or prior to the Closing Date for each series of Notes, the SUBI relating to that series of Notes will be issued by the Titling Trust pursuant to a supplement to the Titling Trust Agreement (the “SUBI Supplement” and, together with the Titling Trust Agreement, the “SUBI Trust Agreement”). To provide for the servicing of the related SUBI Assets, the Titling Trust, the Servicer and the UTI Beneficiary will enter into a supplement to the Basic Servicing Agreement (together with the Basic Servicing Agreement, the “Servicing Agreement”). Each SUBI Certificate will evidence an indirect beneficial interest, rather than a direct legal interest, in the related SUBI Assets, which will generally consist of the Leases and the Leased Vehicles allocated to that SUBI, and all proceeds of or payments on or in respect of those Leases or Leased Vehicles received or due after the close of business on the applicable cutoff date (each, a “Cutoff Date”) and other related SUBI Assets, including:

• amounts in the applicable accounts relating to that SUBI and received in respect of the Leases allocated to that SUBI or the sale of the related Leased Vehicles,

• certain monies due under or payable in respect of the Leases and the Leased Vehicles after the related Cutoff Date, including the right to receive payments made to NMAC, the Depositor, 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.

A SUBI will not represent a beneficial interest in any Titling Trust Assets other than the related SUBI Assets, and neither the Issuing Entity nor the related Noteholders will have an interest in the UTI, any Other SUBI issued by the Titling Trust, 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 a SUBI will not be available to make payments on the Notes relating to that SUBI.

On or prior to each Closing Date, the Titling Trust will issue the related SUBI Certificate to or upon the order of the UTI Beneficiary.

Transfers of the SUBI Certificate

Simultaneously with the issuance of the SUBI Certificate to the UTI Beneficiary, the UTI Beneficiary will convey that SUBI Certificate to the Depositor pursuant to a transfer agreement (the “SUBI Certificate Transfer Agreement”). The UTI Beneficiary will covenant to treat each conveyance of the SUBI Certificate to the Depositor as a true sale, transfer and assignment for all purposes other than for accounting purposes.

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

• transfer to the related Issuing Entity, without recourse, all of its right, title and interest in and to the SUBI Certificate under a transfer agreement (the “Trust SUBI Certificate Transfer Agreement”), and

• deliver the SUBI Certificate to the Issuing Entity.

In exchange, the Issuing Entity will transfer to the Depositor the Notes and, if any, the Certificates that it issues.

Immediately following the transfer of the SUBI Certificate to the Issuing Entity, the Issuing Entity will pledge its interest in the related Issuing Entity’s Estate, which includes the SUBI Certificate, to the related Indenture Trustee as security for the Notes.

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THE DEPOSITOR

Nissan Auto Leasing LLC II (“NALL II”), the Depositor, is a special purpose limited liability company that was formed under the laws of Delaware on October 24, 2001. The sole member of the Depositor is NMAC. NMAC may not transfer its membership interest in the Depositor so long as any financings involving interests held by the Depositor at any time in the Titling Trust, including the transaction described in this Prospectus and the accompanying Prospectus Supplement, are outstanding.

The limited liability company agreement of the Depositor limits its activities to the following purposes:

• acquire from, or sell to, NMAC or its dealers or affiliates its rights and interest in and to (including any beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of Nissan and Infiniti vehicles, moneys due under the receivables and the leases, security interests in the related financed or leased vehicles and proceeds from claims on the related insurance policies (collectively, the “Receivables”),

• acquire from NMAC or any of its affiliates as the holder of the UTI one or more SUBIs and act as the beneficiary of any such SUBIs, and sell to NMAC or reallocate to the UTI certain of the leased vehicles and related leases comprising such SUBIs,

• acquire, own and assign the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with dealers or lessors or other originators or servicers of the Receivables and any proceeds or rights thereto (the “Collateral”),

• transfer the Receivables and SUBIs and/or related Collateral to a trust 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, NALL II, the related trustee and the servicer of the Receivables or SUBIs,

• authorize, sell and deliver any class of certificates or notes issued by the Issuing Entity under the related Pooling Agreements,

• acquire from NMAC the certificates or notes issued by one or more issuing entities to which NMAC or one of its subsidiaries transferred the Receivables,

• issue and deliver one or more series and classes of notes and certificates secured by or collateralized by one or more pools of the Receivables, the SUBIs or the Collateral,

• sell and issue the notes and certificates secured by the SUBIs or the Receivables and the related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”),

• loan to, or borrow from, affiliates or others or otherwise invest or apply funds received as a result of NALL II’s interest in any of the notes or certificates and any other income,

• 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

• engage in any activity and exercise any powers permitted by limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing.

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Since its formation in October 2001, NALL II has been the Depositor in each of NMAC’s lease securitization transactions, and has not participated in or been a party to any other financing transactions. For more information regarding NMAC’s lease securitization program, you should refer to “Nissan Motor Acceptance Corporation — NMAC Responsibilities in Securitization Program — Lease Financing” in this Prospectus.

On each Closing Date, the UTI Beneficiary will convey the related SUBI Certificate to the Depositor, and the Depositor will immediately convey that SUBI Certificate to the Issuing Entity issuing the related series of Notes and Certificates in exchange for those Notes and Certificates. The Depositor will then sell the Notes to the underwriters for that series pursuant to an underwriting agreement. For more information regarding the transfers of the SUBI Certificate on each Closing Date and the sale of the related series of Notes to the underwriters, you should refer, respectively, to “The SUBI — Transfers of the SUBI Certificate” in this Prospectus and “Underwriting” in the accompanying Prospectus Supplement.

If the Issuing Entity of a series issues Certificates, the Depositor initially will retain all of those Certificates. As the holder of Certificates, the Depositor will have various rights and obligations under the related Trust Agreement, including (i) the ability to direct the Owner Trustee to remove the Servicer upon the occurrence and continuance of a Servicer Default relating to, and subsequent to the payment in full of, the applicable series of Notes and (ii) appointment of a successor trustee upon resignation and removal of the Trustee of the related Issuing Entity. Notwithstanding the foregoing, the rights of the Depositor, as holder of the Certificates of a series, to take any action affecting the related Issuing Entity’s Estate will be subject to the rights of the Indenture Trustee under the related Indenture. For more information regarding the rights and obligations of the Depositor upon the initial issuance of a series of Notes, you should refer to “Description of the Trust Agreement” in this Prospectus.

The principal office of the Depositor is located at One Nissan Way, Franklin, Tennessee 37067, and its telephone number is (615) 725-1127.

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NISSAN MOTOR ACCEPTANCE CORPORATION

Overview

NMAC was incorporated in the state of California in November 1981 and began operations in February 1982. NMAC is a wholly owned subsidiary of Nissan North America, Inc. (“NNA”), the primary distributor of Nissan and Infiniti vehicles in the United States. NNA is a direct wholly owned subsidiary of Nissan Motor Co., Ltd., a Japanese corporation (“NML”), which is a worldwide manufacturer and distributor of motor vehicles and industrial equipment.

The principal executive offices of NMAC are located at One Nissan Way, Franklin, Tennessee 37067. NMAC also has a centralized operations center in Irving, Texas, that performs underwriting, servicing and collection activities. Certain back office operations, including finance, accounting, legal and human resources, have been reorganized as functional departments under NNA. NMAC’s primary telephone number is (214) 596-4000.

Financing Operations

NMAC provides indirect retail automobile and light-duty truck sale and lease financing by purchasing retail installment contracts and operating leases from the Dealers in all 50 states of the United States. NMAC also provides direct wholesale financing to many Dealers by financing inventories and other dealer activities, such as business acquisitions, facilities refurbishment, real estate purchases and working capital requirements.

Retail installment contracts and operating leases that are purchased by NMAC must comply with NMAC’s underwriting standards and other requirements under existing agreements between NMAC and the Dealers. After purchasing the financing contracts, NMAC has responsibility for contract administration and collection. See “— Loan and Lease Underwriting Procedures” in this Prospectus.

Retail Financing

The retail installment contracts that NMAC acquires from the Dealers are assigned to NMAC. NMAC also takes steps under the relevant laws of the state in which the related financed vehicle is located to perfect its security interest, including, where applicable, causing the related Dealer to have a notation of NMAC’s lien recorded on the related certificate of title and obtaining possession of that certificate of title. As a result, NMAC has the right to repossess the assets if customers fail to meet contractual obligations as well as the right to enforce collection actions against the obligors under the contracts. Upon default and after repossession, NMAC sells the vehicles through auctions. Substantially all of NMAC’s retail financing receivables are not recourse to the Dealers for defaults by the related obligors, which relieves the Dealers from financial responsibility in the event of repossession.

Wholesale and Other Dealer Financing

NMAC supports vehicle Dealers and, to a lesser extent, other domestic and import franchised dealers, by offering wholesale and other dealer financing for a variety of dealers’ business needs.

Wholesale Financing. NMAC provides wholesale financing to vehicle Dealers for their purchase of inventories of new and used Nissan, Infiniti and other vehicles in the normal course of business for their sale to retail buyers and lessees. NMAC acquires a first priority security interest in vehicles financed under wholesale loans, which NMAC perfects through Uniform Commercial Code (the “UCC”) filings. These financings in some cases may be backed by a subordinated security interest in parts inventory, machinery, tools, equipment, fixtures and service accounts of Dealers or real estate owned by a Dealer and/or may be guaranteed by a Dealer’s parent holding company or affiliate, or personally by the Dealer’s principal. Upon approval, each Dealer enters into an automotive wholesale financing and security agreement with NMAC (each, an “account”) that provides NMAC, among other things, with a priority security interest in the financed vehicles. The principal and interest payments received on each account are the “floorplan receivables.”

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NMAC extends credit lines to Dealers that operate exclusive Nissan or Infiniti dealerships, dealers that operate Nissan, Infiniti and non-Nissan and non-Infiniti franchises in one dealership, and Nissan and Infiniti dealers that operate dealerships franchised by non-Nissan and non-Infiniti manufacturers. Dealers who have non-Nissan and non-Infiniti franchises may obtain financing of vehicles from such other manufacturers or may use part of NMAC’s financing, pursuant to their related wholesale financing agreement, to finance vehicles purchased from such other manufacturers. In the case of certain dealers, who also are franchised by other manufacturers, NMAC provides wholesale financing for new Nissan and Infiniti vehicles, but not the new vehicles of other manufacturers.

NMAC’s commercial credit department extends credit to newly franchised dealers from time to time based on established credit criteria. NMAC’s credit decisions for new franchised dealers requesting a new credit line are based on a financial review of the dealer, including a review of the dealer’s personal and corporate credit reports, tax returns, financial statements and occasionally bank references. When an existing dealer requests the establishment of a wholesale new vehicle credit line, NMAC typically reviews the dealer’s credit reports, bank references, the dealer’s current state of operations and management, including evaluating any factory reference and marketing capabilities.

Other Dealer Financing. NMAC extends term loans and revolving lines of credit to dealers for business acquisitions, facilities refurbishment, real estate purchases, construction, and working capital requirements. These loans are typically secured with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. NMAC generally requires a personal guarantee from the dealer and other owners of significant interests in the dealership entity or dealerships, unless waived. NMAC also provides financing to various multi-franchise dealer organizations, referred to as dealer groups, for wholesale, working capital, real estate and business acquisitions. The wholesale new vehicle credit lines, mortgage, construction and equipment loans are typically collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. Although the loans are typically collateralized or guaranteed the value of the underlying collateral or guarantees may not be sufficient to cover NMAC’s exposure under such agreements.

Lease Financing

For a description of NMAC’s lease financing business, you should refer to “The Issuing Entities — Property of the Issuing Entities” and “— Loan and Lease Underwriting Procedures” in this Prospectus.

NMAC Responsibilities in Securitization Program

Since 2000, one of the primary funding sources for NMAC has been the packaging and sale of retail installment contracts, floorplan loans and operating leases through “Asset-Backed Securitization” transactions. Three types of assets are sold through NMAC’s Asset-Backed Securitization program: retail installment contracts, operating leases and floorplan loans to Dealers. As described in more detail below, NMAC’s primary responsibilities with respect to each type of securitized assets consist of (i) acquiring the retail installment contracts and operating leases from Dealers and making floorplan loans to Dealers, (ii) selling the retail installment contracts, floorplan loans and operating leases to a special purpose entity in connection with an Asset-Backed Securitization transaction, and (iii) servicing the retail installment contracts, floorplan loans and operating leases throughout the life of the Asset-Backed Securitization transaction.

Servicing

General

Generally, NMAC is the servicer for all of the retail installment contracts, floorplan loans and operating leases that are sold through NMAC’s Asset-Backed Securitization Program. As the servicer, NMAC generally handles all collections, administers defaults and delinquencies and otherwise services all such retail installment contracts, floorplan loans and operating leases. Generally, NMAC will service the assets in NMAC’s Asset-Backed Securitization program in accordance with customary and usual servicing procedures and guidelines it uses with respect to comparable assets that it services for itself or others.

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NMAC began operations in February 1982 and shortly thereafter started servicing auto retail installment contracts and operating leases. In 1995, the operations of Infiniti Financial Services were assumed by NMAC. NMAC subsequently expanded its servicing portfolio to include floorplan loans to dealers.

Although NMAC may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable financing documents), NMAC generally expects to service the retail installment contracts, floorplan loans and operating leases sold in an Asset-Backed Securitization transaction for the life of that transaction. For more information regarding the circumstances under which NMAC may be replaced or removed as servicer of the Leases and the Leased Vehicles, you should refer to “Description of the Servicing Agreement” in this Prospectus. If the servicing of any Leases and the Leased Vehicles were to be transferred from NMAC to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although NMAC expects that any increase in any such delinquencies to be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the Leases and Leased Vehicles as a result of any servicing transfer. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in this Prospectus.

In the normal course of its servicing business, NMAC outsources certain of its administrative functions to unaffiliated third party service providers. The third parties providing those administrative functions do not have discretion relating to activities that NMAC believes would materially affect the amounts realized or collected with respect to the Leases or the related Leased Vehicles or the timing of receipt of such amounts. Moreover, NMAC retains ultimate responsibility for those administrative functions under the Servicing Agreement and should any of those third parties not be able to provide those functions, NMAC believes those third parties or the functions performed by them could easily be replaced. Therefore, failure by the third party service providers to provide the administrative functions is not expected to result in any material disruption in NMAC’s ability to perform its servicing functions under the Servicing Agreement. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in this Prospectus.

Delinquencies, Repossessions and Net Losses

For a discussion of NMAC’s delinquency and loss experience with respect to its portfolio of Nissan and Infiniti operating leases, including operating leases owned by NMAC or the Titling Trust, you should refer to the accompanying Prospectus Supplement. For a description of the roles and responsibilities of the Servicer, see “Description of the Servicing Agreement” in this Prospectus.

For a general description of NMAC’s responsibilities as servicer of retail loans and floorplan loans, you should refer to “Nissan Motor Acceptance Corporation — NMAC Responsibilities in Securitization Program” in this Prospectus. For more information regarding NMAC’s servicing obligations with respect to the Leases and the related Leased Vehicles, you should refer to “Description of the Servicing Agreement” in this Prospectus. NMAC believes that it has materially complied with its servicing obligations with respect to each Asset-Backed Securitization transaction involving NMAC as servicer.

Retail Installment Contracts

In connection with each Asset-Backed Securitization transaction involving retail receivables, NMAC will sell its selected portfolio of retail receivables to Nissan Auto Receivables Corporation II (“NARC II”), a Delaware corporation and a wholly owned subsidiary of NMAC. NARC II then re-sells the retail receivables to the related Issuing Entity issuing notes and/or certificates secured by those retail receivables.

NMAC will act as the servicer and, in that capacity, will handle all collections, administer defaults and delinquencies and otherwise service the retail receivables. NMAC considers a retail receivable to be past due when the obligor under the contract fails to make at least 80% of a payment by the due date and delinquent when 20% or more of a scheduled payment is past due for a specified number of days. If a payment is delinquent, NMAC will

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soon thereafter initiate telephone contacts and may mail notices requesting payment. If the delinquent receivable cannot be brought current or completely collected within 60 to 90 days, NMAC generally attempts to repossess the vehicle and, in limited circumstances, may reverse the charge-off when the obligor agrees to bring the receivable current and it would not be feasible to repossess the vehicle. However, in those circumstances, the receivable will still be treated as a defaulted receivable in the Basic Documents. NMAC holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement and then sells those vehicles. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the retail receivable are pursued by or on behalf of NMAC to the extent practicable and legally permitted.

The servicer will be obligated to advance to the related issuing entity interest on any retail receivable that is due but unpaid by the obligor on the retail receivable. The servicer will not be required, however, to make such an advance (other than the advance of an interest shortfall arising from a prepaid retail receivable) if it determines that it will not be able to recover an advance from an obligor. In addition, if a retail receivable is a “defaulted receivable” or the servicer determines that any recovery from payments made on or with respect to such retail receivable is unlikely, the servicer will be reimbursed for all outstanding advances on that receivable from general collections on the receivables.

NARC II has filed registration statements, including certain amendments and exhibits, under the Securities Act of 1933, as amended (the “Securities Act”) with the SEC in connection with each offering of securities backed by the retail receivables of NMAC. For more information regarding these Asset-Backed Securitization transactions, you should review the registration statements and other reports filed by NARC II with the SEC at http://www.sec.gov.

Wholesale and Other Dealer Financing

In connection with each Asset-Backed Securitization transaction involving floorplan receivables, NMAC will designate certain accounts and sell the floorplan receivables arising from those accounts to Nissan Wholesale Receivables Corporation II (“NWRC II”), a Delaware corporation and a wholly owned subsidiary of NMAC. NWRC II will then re-sell the floorplan receivables to the related Issuing Entity issuing notes secured by those floorplan receivables.

Each account designated by NMAC is selected based on a number of eligibility criteria, including, among others, limitations on the dealers’ geographic location. Under certain circumstances, NMAC may designate additional accounts and, upon such designation, all new floorplan receivables arising in connection with those additional accounts will be transferred to the Issuing Entity issuing the securities, unless the accounts become ineligible or are subsequently redesignated by NMAC for removal.

NMAC will service the floorplan receivables in accordance with customary procedures and guidelines that it uses in servicing dealer floorplan receivables for its own account or for others and in accordance with the agreements it has entered into with the dealers. Servicing activities performed by the servicer include, among others, collecting and recording payments, making any required adjustment to the floorplan receivables, monitoring dealer payments, evaluating increases in credit limits and maintaining internal records with respect to each account. The servicer may also change, in limited circumstances, the terms of the floorplan receivables under the designated accounts. These terms may include the applicable interest rates, payment terms and amount of the dealer’s credit line under the designated account, as well as the underwriting procedures. You should refer to “Nissan Motor Acceptance Corporation — Servicing” in this Prospectus for more detailed information regarding NMAC’s servicing responsibilities.

Upon the sale of an NMAC financed vehicle, NMAC is entitled to receive payment in full of the related advance upon the earlier of 10 calendar days of the sale or two business days after the dealership has received payment therefor. Dealers remit payments by check or electronically directly to NMAC. If the financed vehicle is not sold or leased within a year, the advance for such vehicle is typically due in the twelfth month after the date funded, but may be repaid in 10% monthly curtailments beginning in the thirteenth month or, with respect to new vehicles, may be repaid in full in the twenty-fifth month if the related Dealer agrees to an increased interest rate set by NMAC.

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NWRC II has filed a registration statement and certain amendments and exhibits under the Securities Act with the SEC relating to the offering of securities backed by the floorplan receivables of NMAC. For more information regarding these transactions, you should review the registration statement and other reports filed by NWRC II with the SEC at http://www.sec.gov.

Lease Financing

As described in more detail elsewhere in this Prospectus and the accompanying Prospectus Supplement, NMAC (i) underwrites the operating leases that will be assigned to the Titling Trust, (ii) selects the operating leases and the leased vehicles that will be allocated to each SUBI, and (iii) services the operating leases and the leased vehicles owned by the Titling Trust. You should refer to “Nissan Motor Acceptance Corporation — Servicing” in this Prospectus for more detailed information regarding NMAC’s servicing responsibilities. As the servicer for the Leases and the related Leased Vehicles owned by the Titling Trust, NMAC will service the operating leases and the leased vehicles, using the same degree of skill and attention that it exercises with respect to comparable assets that it services for itself or others. See “Description of the Servicing Agreement — General” in this Prospectus. NMAC will also serve as the administrative agent for each series of Notes and, in that capacity, will provide notices and perform other administrative obligations required to be performed by the related Issuing Entity or the Trustee under the related Indenture. For more information regarding NMAC’s lease financing business and its responsibilities as servicer and administrator, you should refer, respectively, to “Nissan Motor Acceptance Corporation,” “Description of the Servicing Agreement” and “Description of the Trust Administration Agreement” in this Prospectus and “Nissan Motor Acceptance Corporation — Securitization — Lease Securitization” in the accompanying Prospectus Supplement.

NALL II, the Titling Trust and NILT Trust have filed a registration statement and certain amendments and exhibits under the Securities Act with the SEC relating to the offering of securities backed by the operating leases of NMAC. For more information regarding those transactions, you should review the registration statement and other reports filed by NALL, the titling trust and NILT Trust with the SEC at http://www.sec.gov.

Financial Condition of Nissan Motor Co., Ltd.

NMAC is an indirect wholly-owned subsidiary of NML. Although NML is not guaranteeing the Issuing Entity’s obligations under the Notes, NML’s financial condition may affect NMAC’s ability to service the Leases and the related Leased Vehicles. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of the payments on your notes or have other adverse effect on your notes,” in this Prospectus.

Loan and Lease Underwriting Procedures

Both retail installment contract and 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 the Dealers. NMAC’s underwriting standards emphasize the prospective lessee’s ability to pay, 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.

NMAC’s credit decision is influenced by, among other things, the applicant’s credit score as obtained by NMAC from one or more of the three national credit bureaus Equifax, Experian and TransUnion. A lease application may be reviewed by the credit officers within NMAC’s consumer credit department. Depending on their level and experience, credit officers may have the authority to approve or deny certain types of lease applications.

Upon receipt, lease applications are first processed through NMAC’s computer auto-decisioning system. The auto-decisioning system considers an applicant’s FICO^®1 score, as well as related metrics of the lease (such as the minimum number of positive credit items or maximum level of derogatory credit items on an applicant’s credit

¹  FICO^® is a federally registered trademark of Fair Isaac Corporation.

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history) when selecting applications to approve, reject or forward for review by an NMAC credit analyst. An application may be forwarded for review by an NMAC credit analyst because, for example, one or more credit-related criteria are not within certain guidance levels. After receiving the application for review, the NMAC credit analyst will evaluate the application in accordance with NMAC’s written underwriting guidelines and then either approve the application, reject the application or forward the application for review by an NMAC credit analyst with higher approval authority, depending on the circumstances and the authority level and experience of the credit analyst.

NMAC makes its final credit decision based upon its assessment of the degree of credit risk with respect to each lease applicant. NMAC also uses a repeat customer algorithm to grant pre-approvals to existing lease customers. NMAC utilizes risk models developed by Fair Isaac Corporation. These FICO^® scores allow Dealers to evaluate customers’ credit quality during the hours that NMAC is not open for business.

Determination of Residual Values

The amount of the Notes being issued by each Issuing Entity will be determined in part by the aggregate Securitization Value of the Leases and the related Leased Vehicles to be allocated to the SUBI owned by that Issuing Entity. The term “Securitization Value” means, for each Lease and the related Leased Vehicle, (a) as of the maturity date of the related Lease, an amount equal to the Base Residual of the related Leased Vehicle and (b) as of any date other than the maturity date of the related Lease, an amount equal to the sum of the present value of the remaining monthly lease payments and the Base Residual, the calculation of such amount will be more fully described in the accompanying Prospectus Supplement. The Base Residual of the related Leased Vehicle will be calculated as provided in the accompanying Prospectus Supplement, and is based on the expected value of the Leased Vehicle at Lease termination.

The Leases and Leased Vehicles that will be allocated to each SUBI after the date of this Prospectus will have been originated under revised residual policies that were initiated in fiscal year 1999. Notwithstanding the foregoing, no assurance can be given as to NMAC’s future experience with respect to the return rates of Nissan and Infiniti vehicles relating to operating leases originated under these revised residual policies. In addition, no assurance can be given that NMAC’s experience with respect to the return of off-lease Nissan and Infiniti vehicles or related residual value losses, or the experience of any Issuing Entity of a series with respect to the related Leased Vehicles, will be similar to that set forth in the residual value loss experience table. If the residual values of the Leased Vehicles, as originally determined by NMAC are substantially higher than the sales proceeds actually realized upon the sale of the Leased Vehicles, you may suffer losses on your investment. See “Risk Factors — You may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement” in this Prospectus. For more information regarding NMAC’s procedures for realizing the residual value of leased vehicles, see “— Methods of Vehicle Disposal” and “—  Collection and Repossession Procedures” below.

Lease Return Process and Remarketing

NMAC handles all remarketing of leased vehicles, including customer service, collections, accounting, the end of term process and titling. NMAC’s Marketing Department coordinates with NNA a direct mail campaign commencing approximately 180 days prior to maturity to lessees of Nissan and Infiniti-brand vehicles providing information about their lease-end responsibilities and options, including vehicle inspection, the end of lease process, turn-in requirements and options to purchase. Commencing approximately 60 days prior to maturity, NMAC’s Lease Customer Network Department (“LCN”) begins placing calls to a lessee to determine their intent to purchase or return the related leased vehicles and to assist the lessee regarding the end of lease process.

Leased Vehicle Maintenance

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 for certain deteriorations in the condition of the leased vehicle during the term of the lease. If the lessee fails to pay the Excess Mileage and Excess Wear and Tear Charges, NMAC generally follows the collection and repossession procedures described in “Nissan Motor Acceptance Corporation — Collection and Repossession Procedures” in this Prospectus.

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Methods of Vehicle Disposal

NMAC’s Remarketing Department (“NMAC Remarketing”) handles all motor vehicle sales for NMAC including repossessions and end of term leases. The department is managed at a centralized location in Irving, Texas, with the LCN call center, also located in Irving, Texas and field remarketing managers assigned to 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, plus any remaining contractual obligations or customer liabilities (the “gross payoff”) provided in the gross payoff quote. If the lessee does not exercise this option, the related “grounding” Dealer has the option to purchase the vehicle. NMAC utilizes the Remarketing Portfolio Manager (“RPM”) system, an electronic grounding, recovery and sales tool, to obtain the related vehicle federal odometer statement and electronic customer signature for all returned off-lease vehicles. The RPM system is also utilized by the grounding Dealer to process the purchase by the grounding Dealer or the lessee, as the case may be, of the related motor vehicle. Select off-lease vehicles may be offered exclusively to Nissan and Infiniti retailers in an “upstream sales channel.” All returned vehicles that have not been purchased by the lessee, grounding Dealer or the “upstream sales channel” are then shipped to auction by NMAC Remarketing. Once at auction, off-lease vehicles are simultaneously offered to licensed dealers via the auction lanes and internet sales via Simulcast. NMAC and NNA inventory is managed through Corporate Closed and/or Open Auction sales. NMAC uses a system of auto auctions throughout the United States and views speed and efficiency of operations balanced with maximizing recovery values as the most critical aspects of managing off-lease vehicle inventory. Credit repossessions are handled in accordance with various state requirements.

Each vehicle is inspected at the auction locations to determine its condition prior to sale. Prior to grounding at the grounding Dealer, each lessee is offered a complimentary pre-termination “field based inspection” (FBI). The inspection at auction is utilized to ensure mileage and damage disclosures are current and accurate at the time of auction. Condition reports are electronically transmitted to the remarketing department’s system. NMAC Remarketing utilizes a proprietary internal pricing model to assign a target auction floor price to vehicles. Field representatives are charged with maximizing the recovery values of the off-lease vehicles as depreciating assets by managing the frequency of auction sales and determining which vehicles to sell or not sell on a given day. Vehicles that are not sold are offered again on the next available auction date or electronically via Manheim’s OVE system.

Off-lease vehicles are sold in the following ways: (a) Customer — to the lease customer at net payoff; (b) Grounding Dealer — to the grounding Dealer at either gross payoff or contract residual; (c) Upstream Sales — to eligible Dealers at market prices; (d) Auction Internet Sales System — NMAC offers off-lease vehicles for sale to licensed dealers on the Manheim OVE; (e) Corporate Closed Auction — open to Dealers; (f) Open Auction — open to any licensed dealer in the United States; and (g) Simulcast Everywhere — open to licensed Dealers.

NMAC has regular sales at major auction locations throughout the United States. NMAC’s highest off-lease return volume has historically been in the northeast region. From time to time, vehicles may be marshaled and transported into other markets based on demand and inventory levels. NMAC utilizes an Auction Transportation Optimization Model that is supplemented by strategic decisions to make transfer decisions that will optimize our financial recoveries.

Insurance on the Leased Vehicles

NMAC’s form of lease requires that lessees maintain motor vehicle liability and motor vehicle physical damage insurance on the leased vehicle. The amount of insurance required by the lease contracts is at least equal to the amount required by applicable state law, subject to customary deductibles. The insurance policy must name the Titling Trust, or the Titling Trustee, on behalf of 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.

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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 by NMAC with respect to such coverage will be applied by NMAC, if permitted by applicable law, to payments on the related lease.

Contingent and Excess Liability Insurance

In addition to the physical damage 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 or similar types of insurance through a combination of insurance and/or self-insurance mechanisms for the benefit of, among others, NMAC, the Titling Trustee, on behalf of the Titling Trust, the UTI Beneficiary, the Depositor and each Issuing Entity issuing a series of Notes, 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 a minimum primary coverage of $1 million combined single limit coverage per occurrence and a minimum 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 “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI” in this Prospectus 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 “Description of the Servicing Agreement — Insurance on Leased Vehicles” in this Prospectus, 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 for each Issuing Entity will provide that for so long as any of the related series of Notes are outstanding, neither the Titling Trustee nor NMAC may terminate or cause the termination of any 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 related Issuing Entity in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of at least $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) each nationally recognized statistical rating organization that is hired by NMAC, as Sponsor (the “Sponsor”), to assign ratings on the Notes and is then rating the Notes (each, a “Rating Agency”) receives prior written notice from the Servicer of such termination and any replacement insurance. These obligations of NMAC will survive any termination of NMAC as Servicer under the related 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 any applicable statute of limitations period or otherwise. Notwithstanding the foregoing, the Servicer shall only be required to maintain the Contingent and Excess Liability Insurance Policy that is required to be maintained by the Servicer in the most recent Public ABS Transaction (as defined below); provided, that if no such Contingent and Excess Liability Insurance Policy is required to be maintained in the most recent Public ABS Transaction, then no such Contingent and Excess Liability Insurance Policy shall be required under the related Servicing Agreement. “Public ABS Transaction” means any publicly registered issuance of securities backed by (i) a certificate representing the beneficial interest in a pool of vehicle leases originated in the United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States and, for both clause (i) and clause (ii), for which the Depositor, or any United States Affiliate thereof, acts as a depositor.

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Collection and Repossession Procedures

There are several methods for lessees to make monthly lease payments. Generally, monthly payments are received at a lockbox, from phone pay or electronic payment service (Bill Matrix), Western Union, Money Gram International, or web pay (NMAC’s Customer Self Service Portal), received through NMAC’s automated clearinghouse system, or physically received through deposit at a drop box. Lease payments are due on the 1st through the 28th day of each calendar month. Generally, all payments received by NMAC which can be identified will be deposited into the related collection account within two business days after identification, unless certain conditions as set forth in the related Servicing Agreement have been met, which would then permit deposits on a monthly basis. See “Description of the Servicing Agreement — Collections” in this Prospectus.

NMAC considers a lease to be delinquent when 5% or more of the payment amount is past due. If a lease is delinquent, NMAC will charge a late fee where permissible and not exceeding statutory limits for each month that the lease is delinquent. Since August 2000, NMAC has utilized behavioral based campaigns in its collection activities. The behavioral based campaigns are comprised of two areas in addressing delinquent lessees. The first assesses the risk of the delinquent lessee through a behavioral scoring algorithm. The algorithm prioritizes the lessee from high to low risk and calling campaigns are structured to target high-risk lessees. Secondly, based on the score, management determines the best strategy for past due letters. Assessing the score allows the managers to focus resources on higher risk lessees. Lower risk lessees may receive no communication from NMAC unless the delinquency becomes more severe. 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” in this Prospectus. NMAC attempts to contact lessees and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

Extensions and Pull-Forwards

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. Lessees at the end of a lease who intend to lease or purchase 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. Lessees who wish to extend their lease term beyond the original scheduled end of the lease term (the “Lease Maturity Date”) must sign and return a lease extension agreement.

In the future NMAC may adopt incentive programs that encourage lease term extensions in circumstances other than in connection with the lease or purchase of another Nissan or Infiniti automobile. If NMAC grants a Term Extension, the Servicer will be required to deposit into the related Collection Account an amount equal to the Repurchase Payment, at which time such Lease and the related Leased Vehicle will be repurchased from the Issuing Entity and reallocated from the related SUBI to the UTI or to an Other SUBI or conveyed to the Servicer and will no longer constitute assets of such SUBI.

NMAC, as Servicer, may also permit a lessee under a pull-forward program to terminate a lease prior to its maturity in order to allow such lessee, among other things, (i) to enter into a new lease contract for a new Nissan or Infiniti vehicle or (ii) to purchase a new Nissan or Infiniti vehicle, provided that the lessee is not in default on any of its obligations under the related Lease and the financing of the related vehicle is provided by NMAC (each, a “Pull-Forward”). In the case of such early termination, all Pull-Forward Payments due and payable by the lessee under the lease will be paid and deposited in the related Collection Account within the time period required for the Servicer to deposit collections into the related Collection Account; provided that if the Servicer waives the Pull-Forward Payment (or any portion thereof) payable by the lessee during any Collection Period, the Servicer will be required to deposit the waived amount of the Pull-Forward Payment into the related Collection Account by the next deposit date related to such Collection Period. The lessee may still be responsible for Excess Mileage, pro-rated monthly, and Excess Wear and Tear Charges for the period for which the lease was in effect and any taxes related to the termination of the lease. “Pull-Forward Payment” means, with respect to any lease subject to a Pull-Forward, the monthly payments not yet due with respect to that Lease.

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Delinquency, Repossession and Loss Data

Information concerning NMAC’s experience pertaining to delinquencies, repossessions and net losses on its portfolio of motor vehicle leases (including leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC) will be set forth in the accompanying Prospectus Supplement. There can be no assurance that the delinquency, repossession and net loss experience on any pool of Leases will be comparable to prior experience or to the information in any Prospectus Supplement.

Like Kind Exchange

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”):

• The documents governing the LKE program 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 related SUBI to the UTI at the same time and in exchange for the same dollar amount that such Matured Vehicle or Defaulted Vehicle is sold at auction. See “Description of the Servicing Agreement — Sale and Disposition of Leased Vehicles” in this Prospectus.

• 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 related SUBI will receive amounts equal to the Reallocation Payments for the Leased Vehicles in the same time frame as if there was no reallocation from that 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 related Issuing Entity from the disposition of the Leased Vehicles.

“Reallocation Payments” means, with respect to any Matured Vehicle or Defaulted Vehicle reallocated from the SUBI to the UTI pursuant to the LKE program, the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle.

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

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THE LEASES

General

Each of the Leases allocated to a SUBI will have been originated by a Dealer in the ordinary course of that Dealer’s business and assigned to the Titling Trust on or prior to the related Cutoff Date, in accordance with the underwriting procedures described under “Nissan Motor Acceptance Corporation — Loan and Lease Underwriting Procedures” in this Prospectus. NMAC represents in the Servicing Agreement for each Issuing Entity that it uses no adverse selection procedures in selecting any Leases or Leased Vehicles for allocation to the related SUBI. NMAC generally selects a pool of Leases that is a representative sample of its overall portfolio of closed-end leases subject to the eligibility requirements set forth in the related transaction documents. NMAC believes that no procedures adverse to the pool assets were used in the selection process. Each Lease is an operating lease for accounting purposes and is selected from those retail closed-end leases held in the Titling Trust’s portfolio that meet several criteria. These criteria provide that each Lease:

• relates to a Nissan or Infiniti automobile, light duty truck, minivan or sport utility vehicle,

• was originated in the United States,

• 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

• satisfies the other criteria, if any, set forth in the accompanying Prospectus Supplement.

The Servicing Agreement for each Issuing Entity provides that if the Titling Trustee, NMAC, the related Trustees or the Depositor discovers a breach of any representation or warranty that such Lease satisfies the several criteria referred to above or the Servicer used adverse selection procedures in selecting any Leases or Leased Vehicles and such breach materially and adversely affects the interest of the Securityholders in the related Lease or Leased Vehicles, and such breach is not cured in all material respects on or before the date specified in the accompanying Prospectus Supplement, the Lease and related Leased Vehicle will be reallocated to the UTI. Any such breach will be deemed not to materially and adversely affect the Securityholders’ interest in that Lease and the Leased Vehicle if it does not affect the ability of the Issuing Entity to receive and retain timely payment in full on such Lease and receive and retain the proceeds of the Leased Vehicle. In connection with such reallocation, the Servicer will be required to remit the Repurchase Payment to the Issuing Entity. 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 Servicer 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 a Restricted Jurisdiction. See “Description of the Servicing Agreement — Purchase of Leases Before Their Lease Maturity Dates” in this Prospectus.

Each Lease will be a closed-end lease. Over the term of each 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 Payment”) will be available to the related Issuing Entity to make payments in respect of the Notes and Certificates. At the Lease Maturity Date, the lessee has two options:

(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) any amounts assessed by the Servicer in Excess Mileage and Excess Wear and Tear Charges for the period for which the Lease was in effect, pro-rated monthly, (c) any taxes related to the termination of the Lease and (d) a disposition fee.

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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 Issuing Entity to make payments on the related series of Notes. As a consequence of the frequency of prepayments by lessees prior to the related Lease Maturity Dates, NMAC expects that many of the Leases will not run to their full terms. See “Maturity, Prepayment and Yield Considerations” in this Prospectus.

Electronic Contracting

Certain of the retail closed-end motor vehicle lease contracts may be originated electronically. NMAC, on behalf of the Titling Trust, has contracted with a third-party to facilitate the process of creating and storing those electronic contracts. The third-party’s technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile retail industry. The third-party’s system allows for the transmission, storage, access and administration of electronic contracts. Through use of the third-party’s system, a Dealer originates electronic retail closed-end motor vehicle lease contracts and then transfers these electronic contracts to the Titling Trust.

The third-party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single “authoritative copy” of the Lease; (ii) manage access to and the expression of the authoritative copy; (iii) identify the Titling Trust as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

Early Termination

In most instances, a Lease will allow 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 of its obligations under the Lease. A lessee wishing to terminate a Lease will be required to pay, unless required otherwise by state or federal law, the required Disposition Amount (under some lease contracts), as defined above, plus an “Early Termination Charge” equal to the lesser of (a) the present value (discounted at the implicit rate of such Lease) of all remaining Monthly Payments and (b) the excess, if any, of the adjusted Lease balance over the related Leased Vehicle’s fair market wholesale value in accordance with accepted practices in the automobile industry (or by written agreement between NMAC, on behalf of the Titling Trust, and the lessee). A lessee may dispute the valuation of a vehicle, in which case the lessee may submit a third-party professional appraisal.

Credit Termination

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 timely or properly perform any obligation under the Lease,

4. the bankruptcy or other insolvency of the lessee, or

5. any other act by the lessee constituting a default under applicable law.

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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 described above, except that the option to pay only the un-accrued remaining monthly payments is not available and the vehicle valuation is determined by auction,

3. collection, repossession, transportation, storage and Disposition Expenses, and

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

“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 related SUBI Collection Account.

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, the “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 obligations under the Lease and is not otherwise in default of its obligations under the Lease, the lessee’s insurance covers the casualty, the Servicer will accept the amount of the applicable deductible paid by the lessee and the actual cash value paid by the lessee’s insurance company (“Insurance Proceeds”) in full satisfaction of the lessee’s obligations under the Lease. If the Insurance Proceeds exceed the amount of the lessee’s obligations under the Lease, it is NMAC’s policy to not refund the excess to the lessee (subject to certain exceptions granted on a case-by-case basis), unless otherwise required by applicable law, and will be available to the related Issuing Entity to make payments in respect of the related series of Notes. Conversely, if the Insurance Proceeds are less than the amount of the lessee’s obligations under the Lease, the shortfall will reduce the amount available to the related Issuing Entity for distribution to the Noteholders of the related series. If the lessee owes any past due payments or other amounts under the Lease, the Servicer may use the related Security Deposit to offset such amounts. Any Insurance Expenses incurred by the Servicer will be reimbursable to the Servicer as a deduction from Net Insurance Proceeds.

Security Deposits

The Titling Trust’s rights related to the Leases allocated to a SUBI will include all rights under those Leases to the refundable security deposit paid by the lessees at the time the Leases are originated (the “Security Deposit”). The Security Deposit is available as security for nonpayment of lease payments and excess wear and tear charges. 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 as may be required under state law). Any income earned from any investment on the Security Deposits by the Servicer will 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 any state, which requires that such income, if any, must be reserved for the lessee who initially paid the related Security Deposit).

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Representations, Warranties and Covenants

The Leases and Leased Vehicles allocated to a SUBI for a particular Issuing Entity will be on file with the applicable Trustee and 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 related Cutoff Date.

In the Servicing Agreement for each Issuing Entity, the Servicer will make representations and warranties with respect to each Lease and related Leased Vehicle as described generally in the first paragraph under “The Leases — General” in this Prospectus and in greater detail in the accompanying Prospectus Supplement. The Servicing Agreement for each Issuing Entity will also provide that if the Titling Trustee, the Servicer, the Trustee of the related Issuing Entity, the Indenture Trustee or the Depositor discovers a breach of any representation or warranty referred to under “The Leases — General” in this Prospectus, which materially and adversely affects the related Securityholders’ interest in the Lease or Leased Vehicle, and which breach is not cured in all material respects prior to the end of the Collection Period that includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer discovers such breach (whether pursuant to notice or otherwise), the noncompliant 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. Any such breach will be deemed not to materially and adversely affect the Securityholders’ interest in that Lease and the Leased Vehicle if it does not affect the ability of the Issuing Entity to receive and retain timely payment in full on such Lease and receive and retain the proceeds of the Leased Vehicle. In connection with this reallocation, the Servicer will be required to deposit (or cause to be deposited) into the related Collection Account the Repurchase Payment on or prior to the deposit date related to such Collection Period.

Upon such payment, the related Lease and Leased Vehicle will no longer constitute assets of the related SUBI. The foregoing payment obligation will survive any termination of NMAC as Servicer under the related 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 Servicer 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 a Restricted Jurisdiction. See “Description of the Servicing Agreement — Purchases of Leases Before Their Lease Maturity Dates” in this Prospectus.

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MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

General

Information regarding maturity and prepayment considerations with respect to each series of Notes is set forth under “Weighted Average Life of the Notes” in the accompanying Prospectus Supplement and “Risk Factors — Returns on your investments may be reduced by prepayments on the leases, indenture defaults, optional redemption, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity” in this Prospectus. The rate of payment of principal of each class of Notes will depend primarily on the rate of payment on the related Leases and the Leased Vehicles (including scheduled payments on and prepayments and liquidations of the Leases) and losses on those Leases and 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 and Reallocation 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.

“Insurance Expenses” means, with respect to any Leased Vehicle, Lease or lessee, 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 Disposition Expenses that are recoverable by the Servicer under the related Servicing Agreement. Insurance Expenses will be reimbursable to the Servicer as a deduction from Net Insurance Proceeds.

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 related series of Notes, which is the average amount of time during which each dollar of the principal amount of the Notes is outstanding. As the rate of payment of principal on a series of Notes will depend primarily on the rate of payment — including prepayments — of the related Leases, the final payment of principal of a class or a series of Notes could occur significantly earlier than the applicable final scheduled payment date. If Lease prepayments cause the principal of the related class or series of Notes to be paid earlier than anticipated, the related Noteholders will bear the risk of being able to reinvest principal payments at interest rates at least equal to the interest rates payable on the Notes.

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” in this Prospectus. 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, a series of Notes will depend upon, among other things, the amount of scheduled and unscheduled payments on or in respect of the related Leases and Leased Vehicles and the rate at which such payments are paid to the holders of the 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

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unable to reinvest the related payments received on their Notes at yields as high as the interest rate payable on the Notes. 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 related series of 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 related series of Notes.

The yield to an investor who purchases Notes of a series 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 those Notes.

In sum, the following factors will affect an investor’s expected yield:

• the price the investor paid for Notes of a series,

• the rate of prepayments, including losses, in respect of the Leases and the related Leased Vehicles, and

• 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 of a series will be prepaid in full if the Servicer has an option to purchase the related SUBI Certificate and other assets of the Issuing Entity and exercises that option. See “Description of the Trust Agreement — Termination” in this Prospectus and “Additional Information Regarding the Securities — Optional Purchase” in the accompanying Prospectus Supplement.

NOTE FACTORS AND TRADING INFORMATION

The “Note Factor” for each class of Notes will be a seven-digit decimal that the Servicer will compute prior to each payment with respect to that class of Notes. The Note Factor represents the remaining outstanding principal amount of that class of Notes, as of the close of business on the last day of the applicable Collection Period, as a fraction of the initial outstanding principal amount of that class of Notes.

Each Note Factor will initially be 1.0000000 and thereafter the Note Factor will decline to reflect reductions in the outstanding principal amount of the applicable class of Notes. A Noteholder’s portion of the aggregate outstanding principal amount of the related class of Notes is the product of (1) the original denomination of that Noteholder’s Note and (2) the applicable Note Factor.

Noteholders of a series will receive monthly reports concerning payments received on the related Leases and Leased Vehicles, the Note Factor for each class of Notes, if applicable, and various other items of information. See “Additional Information Regarding the Securities — Statement to Securityholders” in the accompanying Prospectus Supplement.

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THE NOTES

General

Each Issuing Entity will issue one or more classes (each, a “class”) of Notes pursuant to the terms of an indenture (the “Indenture”). A form of the Indenture has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Notes with respect to each series and the related Indenture.

Each class of Notes will initially be represented by one or more Notes, in each case registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”), except as set forth below. Notes (other than any Notes retained by the Depositor or conveyed to affiliates of the Depositor) (the “Retained Notes”) will be available for purchase in the denominations specified in the accompanying Prospectus Supplement in book-entry form only. No holder of record of the Notes (each, a “Noteholder”) will be entitled to receive a physical certificate representing a Note (other than, in some circumstances, holders of Retained Notes, if any) until Definitive Notes are issued under the limited circumstances described in this Prospectus or in the accompanying Prospectus Supplement. All references in this Prospectus and in the accompanying Prospectus Supplement to actions by Noteholders refer to actions taken by DTC upon instructions from its Direct Participants and all references in this Prospectus and in the accompanying Prospectus Supplement to payments, notices, reports and statements to Noteholders refer to payments, notices, reports and statements to DTC or its nominee, as the registered holder of the Notes, for distribution to Noteholders in accordance with DTC’s procedures. See “Additional Information Regarding the Notes — Book-Entry Registration” and “—  Definitive Notes” in this Prospectus.

Principal of and Interest on the Notes

The accompanying Prospectus Supplement will describe the timing and priority of payment, seniority, allocations of losses, interest rate and amount of or method of determining payments of principal and interest on each class of Notes of a given series. The rights of holders of any class of Notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of Notes of that series. Payments of interest on the Notes will generally be made prior to payments of principal. A series may include one or more classes of Notes (the “Strip Notes”) entitled to (1) principal payments with disproportionate, nominal or no interest payments or (2) interest payments with disproportionate, nominal or no principal payments. Each class of Notes may have a different interest rate, which may be a fixed, variable or adjustable interest rate (and which may be zero for some classes of Strip Notes), or any combination of the foregoing. The accompanying Prospectus Supplement will specify the interest rate for each class of Notes of a given series or the method for determining the interest rate. One or more classes of Notes of a series may be redeemable in whole or in part, including as a result of the Servicer exercising its option to purchase the assets of the related Issuing Entity or other early termination of the related Issuing Entity.

One or more classes of Notes of a given series may have fixed principal payment schedules, in the manner and to the extent set forth in the accompanying Prospectus Supplement. Noteholders of those Notes would be entitled to receive as payments of principal and interest on the dates specified in the accompanying Prospectus Supplement (each, a “Payment Date”).

One or more classes of Notes of a given Issuing Entity may have targeted scheduled Payment Dates, in the manner and to the extent set forth in the accompanying Prospectus Supplement. Such Notes will be paid in full on their respective targeted scheduled Payment Dates to the extent the related Issuing Entity is able to issue certain variable pay term notes in sufficient principal amounts. The proceeds of issuance of such variable pay term notes, which may be issued publicly or privately, will be applied to pay the specified class of Notes, in the manner set forth in the accompanying Prospectus Supplement, and such variable pay term notes will receive principal payments in the amounts and with the priority specified in the accompanying Prospectus Supplement.

If a series of Notes includes two or more classes of Notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination thereof, of each of those classes will be set forth in the accompanying Prospectus Supplement. Payments of principal

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of and interest on any class of Notes will be made on a pro rata basis among all the Noteholders of that class. Under some circumstances, on any Payment Date, the amount available for interest payments could be less than the amount of interest payable on the Notes. If this is the case, each class of Noteholders that have the same priority will receive its ratable share (based upon the aggregate amount of interest due to that class of Noteholders) of the aggregate amount of interest available for payment on the Notes.

ADDITIONAL INFORMATION REGARDING THE NOTES

Fixed Rate Notes

Any class of Notes (other than some classes of Strip Notes) may bear interest at a fixed rate per annum (“Fixed Rate Notes”) or at a variable or adjustable rate per annum (“Floating Rate Notes”), as more fully described below and in the accompanying Prospectus Supplement. Each class of Fixed Rate Notes will bear interest at the applicable per annum interest rate specified in the accompanying Prospectus Supplement. Interest on each class of Fixed Rate Notes will be computed on the basis of either a 360-day year consisting of twelve 30-day months or the actual number of days elapsed and a 360-day year, as set forth in the accompanying Prospectus Supplement. See “The Notes — Principal and Interest on the Notes” and “Additional Information Regarding the Notes” in this Prospectus.

Floating Rate Notes

Each class of Floating Rate Notes will bear interest during each applicable Accrual Period at a rate per annum determined by reference to the relevant London Interbank Offered Rate (“LIBOR”), for a specified period, plus or minus the number of basis points to be added to or subtracted from LIBOR for the applicable Floating Rate Notes (the “Spread”), if any, in each case, as specified in the applicable Floating Rate Note and in the accompanying Prospectus Supplement.

Each accompanying Prospectus Supplement will specify whether the rate of interest on the related Floating Rate Notes will be reset daily, weekly, monthly, quarterly, semiannually, annually or some other specified period (each, an “Interest Reset Period”) and the dates on which that interest rate will be reset (each, an “Interest Reset Date”). The Interest Reset Date will be, in the case of Floating Rate Notes which reset, specified in the accompanying Prospectus Supplement.

Unless otherwise specified in the accompanying Prospectus Supplement, if any Interest Reset Date for a Floating Rate Note 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 and if that Business Day falls in the next succeeding calendar month, that Interest Reset Date will be the immediately preceding Business Day. Unless specified otherwise in the accompanying Prospectus Supplement, “Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York; Wilmington, Delaware, Irving, Texas; Franklin, Tennessee, the city and state where the corporate trust office of the Indenture Trustee is located or, if so stated in the related Prospectus Supplement, the principal place of business of the Swap Counterparty, if any, are authorized or obligated by law, regulation, executive order or decree to be closed. A Business Day also must be a day that is a London Business Day. “London Business Day” means any day (a) if the Index Currency is other than the Euro, on which dealings in deposits in that Index Currency are transacted in the London interbank market or (b) if the Index Currency is the Euro, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (“TARGET system”) is open and on which commercial banks and foreign exchange markets settle payments in London and New York.

If any Payment Date for any Floating Rate Note (other than the final scheduled Payment Date) would otherwise be a day that is not a Business Day, that Payment Date will be the next succeeding day that is a Business Day except that, if so stated in the related Prospectus Supplement, if that Business Day falls in the next succeeding calendar month, that Payment Date will be the immediately preceding Business Day. If the final scheduled Payment Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on that payment will accrue for the period from and after that final scheduled Payment Date.

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Each Floating Rate Note will accrue interest on an “Actual/360” basis, an “Actual/Actual” basis or a “30/360” basis, in each case as specified in the accompanying Prospectus Supplement. For Floating Rate Notes calculated on an Actual/360 basis and Actual/Actual basis, accrued interest for each Accrual Period will be calculated by multiplying:

1. the face amount of that Floating Rate Note;

2. the applicable interest rate; and

3. the actual number of days in the related Accrual Period, and dividing the resulting product by 360 or 365, as applicable (or, with respect to an Actual/Actual basis Floating Rate Note, if any portion of the related Accrual Period falls in a leap year, the product of (1) and (2) above will be multiplied by the sum of (x) the actual number of days in that portion of that Accrual Period falling in a leap year divided by 366, and (y) the actual number of days in that portion of that Accrual Period falling in a non-leap year divided by 365).

For Floating Rate Notes calculated on a 30/360 basis, accrued interest for an Accrual Period will be computed on the basis of a 360-day year consisting of twelve 30 day months, irrespective of how many days are actually in that Accrual Period. The Accrual Period with respect to any class of Floating Rate Notes will be set forth in the accompanying Prospectus Supplement.

As specified in the accompanying Prospectus Supplement, Floating Rate Notes of a given class may also have either or both of the following (in each case expressed as a rate per annum): (1) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Accrual Period and (2) a minimum limitation, or floor, on the rate at which interest may accrue during any Accrual Period. In addition to any maximum interest rate that may be applicable to any class of Floating Rate Notes, the interest rate applicable to any class of Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application.

Each Issuing Entity with respect to which a class of Floating Rate Notes will be issued will appoint, and enter into agreements with, a calculation agent (each, a “Calculation Agent”) to calculate interest rates on each class of Floating Rate Notes issued with respect thereto. The accompanying Prospectus Supplement will set forth the identity of the Calculation Agent for each class of Floating Rate Notes of a given series, which may be the related Trustee or Indenture Trustee with respect to that series. All determinations of interest by the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of Floating Rate Notes of a given class. All percentages resulting from any calculation on Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one 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 Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

LIBOR for each Interest Reset Period will be determined by the Calculation Agent for each Floating Rate Note as set forth in the applicable prospectus supplement.

“Index Currency” means the currency (including composite currencies) specified in the accompanying Prospectus Supplement as the currency for which LIBOR will be calculated. If no currency is specified in the accompanying Prospectus Supplement, the Index Currency will be U.S. dollars.

Credit Enhancement

Credit enhancement for your series or class of Notes may be in the form of overcollateralization (which is effectively subordination of a portion of the interest in the related Issuing Entity’s Assets not allocable to your series or any other series), subordination of other series or classes of Notes, issuance of one or more classes of Certificates that are subordinate to one or more classes of Notes, a reserve account, a demand note, a liquidity agreement, a letter of credit, a surety bond, an insurance policy or any combination of the above. The Prospectus Supplement for each series of Notes will specify the form, amount, limitations and provider of any credit enhancement available to that series or, if applicable, to particular classes of that series.

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The presence of credit enhancement for the benefit of any class or series of Securities is intended to enhance the likelihood of receipt by the Securityholders of that class or series of the full amount of principal and interest due thereon and to decrease the likelihood that those Securityholders will experience losses. Any form of credit enhancement will have limitations and exclusions from coverage thereunder, which will be described in the accompanying Prospectus Supplement. The credit enhancement for a class or series of securities will not provide protection against all risks of loss and may not guarantee repayment of the entire outstanding principal balance and interest thereon. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, Securityholders may suffer a loss on their investment in those securities, as described in the accompanying Prospectus Supplement.

Subordination Between Classes

If so specified in the accompanying Prospectus Supplement, one or more classes of a series will be subordinated as described in the Prospectus Supplement to Notes that are more senior within that series. The right of the holders of the subordinated Notes to receive distributions of principal of and/or interest on any Payment Date for that series will be subordinate in right and priority to the rights of the holders of Notes within that series that are more senior, but only to the extent set forth in the Prospectus Supplement. If so specified in the Prospectus Supplement, subordination may apply only in the event of specified types of losses or shortfalls not covered by another credit enhancement.

The accompanying Prospectus Supplement will also set forth information concerning:

• the amount of subordination of a class or classes of subordinated Notes within a series,

• the circumstances in which that subordination will be applicable,

• the manner, if any, in which the amount of subordination will change over time, and

• the conditions under which amounts available from payments that would otherwise be made to holders of those subordinated Notes will be distributed to holders of Notes of that series that are more senior.

Subordination of Certificates to Notes

The Certificates issued by an Issuing Entity will be in definitive form and initially retained by the Depositor. Payments on the Certificates will be subordinated to payments on the Notes to the extent described in the accompanying Prospectus Supplement. The Certificates will not bear interest.

Reserve Account

If so specified in the Prospectus Supplement, credit enhancement for a series or one or more of the related classes will be provided by the establishment of a segregated trust account, referred to as the reserve account, which will be funded, to the extent provided in the accompanying Prospectus Supplement, through an initial deposit and/or through periodic deposits of available excess cash from the related SUBI Assets. The reserve account is intended to assist with the payment of interest and/or principal on the Notes of a series or the related classes and other expenses and amounts of that series or classes in the manner specified in the accompanying Prospectus Supplement.

Letter of Credit

If so specified in the Prospectus Supplement, credit enhancement for a series or one or more of the related classes will be provided by one or more letters of credit. A letter of credit may provide limited protection against specified losses or shortfalls in addition to or in lieu of other credit enhancement. The issuer of the letter of credit will be obligated to honor demands with respect to that letter of credit, to the extent of the amount available thereunder, to provide funds under the circumstances and subject to any conditions as are specified in the accompanying Prospectus Supplement. The maximum liability of an issuer of a letter of credit will be set forth in the accompanying Prospectus Supplement.

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Surety Bond or Insurance Policy

If so specified in the Prospectus Supplement, credit enhancement for a series or one or more of the related classes will be provided by one or more insurance companies. The insurance policy will guarantee, with respect to one or more classes of the related series, distributions of interest, principal and other expenses and amounts in the manner and amount specified in the accompanying Prospectus Supplement.

No Cross-Default /Cross-Collateralization

The occurrence of an Indenture Default with respect to one series of Notes does not automatically result in a default under any other series of Notes or other indebtedness of NMAC. However, the occurrence and continuation of certain events, such as the commencement of bankruptcy proceedings against NMAC, may constitute a servicer default under one or more series of Notes as well as other indebtedness of NMAC. If this occurs, NMAC’s financial condition, cash flow and its ability to service the leases or otherwise satisfy all of its debt obligations may be impaired, and you may suffer a loss in your investment. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in this Prospectus.

Payments received on the SUBI Certificate for each series of Notes are not available to make distributions to the holders of other SUBI Certificates or the UTI Certificate. However, each Issuing Entity and the related Indenture Trustee will not have a direct ownership interest in the related SUBI Assets or a perfected security interest in those SUBI Assets. If any liability arises from a lease or leased vehicle that is an asset of another SUBI or the UTI, the Titling Trust Assets (including the SUBI Assets allocated to a particular series of Notes) may be subject to this liability if the assets of such other SUBI or the UTI, as the case may be, are insufficient to pay the liability. Under these circumstances, investors in a series of Notes could incur a loss on their investment. See “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes” and “Additional Legal Aspects of the Titling Trust and the SUBI — Allocation of Titling Trust Liabilities” in this Prospectus.

Bankruptcy Provisions

Each of the parties to the Basic Documents for each series of Notes, and each related Securityholder, by accepting the related security, including each Noteholder, by accepting the Note or beneficial interests in the related Note, will covenant and agree that prior to the date that is one year and one day after the date upon which all obligations under the related Securitized Financing (as defined below) have been paid in full, it will not institute against, or join any other person instituting against the Depositor, NILT, Inc., the Titling Trust, NILT Trust, the Issuing Entity, the UTI Beneficiary, and any other special purpose entity that is an affiliate of the Depositor, NILT Trust or the UTI Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law. A “Securitized Financing” is (i) any financing transaction undertaken by the Depositor or the UTI Beneficiary, or any of their affiliates, that is secured directly or indirectly, by any assets of the Titling Trust or the UTI, a SUBI or any interest therein and any financing undertaken in correction with the issuance, pledge or assignment of the UTI or a SUBI, (ii) any sale, lease or other transfer by the Depositor, or the UTI Beneficiary, or any of their affiliates, of an interest in the UTI or a SUBI, or (iii) any other asset securitization, secured loan or similar transaction including assets of the Titling Trust or any beneficial interest in such assets or the Titling Trust.

The term “Basic Documents” with respect to a series of Notes means to 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 SUBI Certificate, the Underwriting Agreement, an agreement of definitions, the Hedge Agreement (if any), and the Securities related to the Issuing Entity that issues such Notes. Forms of the Basic Documents have been filed as exhibits to the registration statement of which this prospectus is a part. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of each applicable Basic Document and the accompanying Prospectus Supplement.

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If a Hedge Agreement is entered into for any series of Notes, the Basic Documents with respect to such Notes may not be amended in any way that would materially and adversely affect the rights of the related Hedge Counterparty without the consent of the Hedge Counterparty; provided that the Hedge Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Hedge Counterparty’s consent will be deemed to have been given if the Hedge Counterparty does not object in writing within 10 days of receipt of a written request for such consent.

Book-Entry Registration

The information in this section concerning DTC and DTC’s book-entry system has been provided by DTC. Neither NMAC nor NALL II has independently verified the accuracy of this information.

General

Each class of Notes offered by this Prospectus and the accompanying Prospectus Supplement (other than Retained Notes, if any) will be represented by one or more certificates registered in the name of Cede, as nominee of DTC. Noteholders may hold beneficial interests in the Notes through the DTC (in the United States) or Clearstream Banking, société anonyme (“Clearstream Banking Luxembourg”) or Euroclear Bank S.A./NV (the “Euroclear Operator”) as operator of the Euroclear System (“Euroclear”) (in Europe or Asia) directly if they are participants of those systems, or indirectly through organizations which are participants of those systems.

No Noteholder will be entitled to receive a certificate representing that person’s interest in the Notes, except as set forth below. Unless and until Notes of a series are issued in fully registered certificated form under the limited circumstances described below, all references in this Prospectus and the accompanying Prospectus Supplement to actions by Noteholders will refer to actions taken by DTC upon instructions from Direct Participants, and all references in this Prospectus to distributions, notices, reports and statements to Noteholders will refer to distributions, notices, reports and statements to Cede, as the registered holder of the Notes, for distribution to Noteholders in accordance with DTC procedures. Therefore, it is anticipated that the only Noteholder will be Cede, the nominee of DTC. Noteholders will not be recognized by the related Trustee as Noteholders and will only be able to exercise their collective rights as holders of Notes of the related class indirectly through DTC, the Direct Participants and the Indirect Participants, as further described below. In connection with such indirect exercise of rights through the DTC system, Noteholders may experience some delays in their receipt of payments, since distributions on book-entry securities first will be forwarded to Cede. Notwithstanding the foregoing, Noteholders are entitled to all remedies available at law or in equity with respect to any delay in receiving distributions on the securities, including but not limited to remedies set forth in the relevant agreements against parties thereto, whether or not such delay is attributable to the use of DTC’s book-entry system.

Under a book-entry format, because DTC can only act on behalf of Direct Participants that in turn can only act on behalf of Indirect Participants, the ability of a Noteholder to pledge book-entry securities to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such book-entry securities, may be limited due to the lack of physical certificates or notes for such book-entry securities. In addition, issuance of the notes in book-entry form may reduce the liquidity of such securities in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes. See “Risk Factors — Because the notes are in book-entry form, your rights can only be exercised indirectly” in this Prospectus.

Clearstream Banking Luxembourg and Euroclear will hold omnibus positions on behalf of their participants (referred to herein as “Clearstream Banking Participants” and “Euroclear Participants,” respectively) 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.

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Transfers between Direct 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 (European time). 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. Clearstream Banking Participants and Euroclear Participants may not deliver instructions directly to the Depositaries.

Because of time-zone differences, credits and securities received in Clearstream Banking Luxembourg or Euroclear as a result of a transaction with Direct Participants 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 Notes by or through a Clearstream Banking Participant or a Euroclear Participant to a Direct 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.

DTC 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 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 issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over many 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 the users of its regulated subsidiaries. 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”). 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 and www.dtc.org.

Purchases of Notes of one or more series under the DTC system must be made by or through Direct Participants, which will receive a credit for those Notes on DTC’s records. The ownership interest of each actual purchaser of each Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmation from DTC providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest 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 Direct Participants with DTC will be registered in the name of DTC’s partnership nominee, Cede or such other name as may be requested by an authorized representative of DTC. The deposit of Notes with DTC and their registration in the name of Cede will effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede (nor such other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the related Indenture Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Notes will be made to Cede, or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the related Indenture Trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial 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,” and will be the responsibility of such Participant and not of DTC, the related Indenture Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the related Indenture Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Notes at any time by giving reasonable notice to the related Indenture Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, note certificates are required to be printed and delivered.

The Depositor, the Trustee of the related Issuing Entity or the Administrative Agent of a series may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, note certificates will be printed and delivered to DTC. See “— Definitive Notes” in this Prospectus.

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 Notes offered by this Prospectus and each accompanying Prospectus Supplement. 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

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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 the Euroclear Operator 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 Notes offered by this Prospectus and each accompanying Prospectus Supplement. 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 “Material Federal Income Tax Consequences” in this Prospectus. Clearstream Banking Luxembourg or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a Noteholder on behalf of a Clearstream Banking Participant or Euroclear Participant only in accordance with its relevant rules and procedures and subject to its Depositary’s ability to effect those actions on its behalf through DTC.

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 Depositor, the Administrative Agent, the related Indenture Trustee or Owner 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.

Definitive Notes

The Notes of any series will be issued in fully registered, certificated form (“Definitive Notes”) to Noteholders or their respective nominees, rather than to DTC or its nominee, only if:

1. DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the Notes of that series and none of the Depositor, the related Owner Trustee of the Issuing Entity and the Administrative Agent is able to locate a qualified successor;

2. the Depositor, the Owner Trustee of the related Issuing Entity or the Administrative Agent at its option, to the extent permitted by applicable law, elects to terminate the book-entry system through DTC;

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3. after the occurrence of an Indenture Default with respect to a series, holders representing at least a majority of the aggregate outstanding principal amount of the related Notes, voting as a single class, advise the Indenture Trustee through DTC and its Direct Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) with respect to the Notes is no longer in the best interests of the Noteholders; or

4. as otherwise described in the accompanying Prospectus Supplement.

Upon the occurrence of any event described in the immediately preceding paragraph, the Indenture Trustee will be required to notify all related Noteholders through DTC’s Direct Participants of the availability of Definitive Notes. Upon surrender by DTC of the definitive certificates representing the corresponding Notes and receipt of instructions for re-registration, the Indenture Trustee will reissue those Notes as Definitive Notes to the Noteholders.

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 were registered at the close of business on the related record date. Payments will be made by check mailed to the addresses 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 record 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 10 days prior to the date on which the final payment is expected to occur.

Definitive Notes will be transferable and exchangeable at the offices of the Indenture Trustee or of a registrar named in a notice delivered to holders of Definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but each of the related 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.

Restrictions on Ownership and Transfer

To the extent described in the applicable prospectus supplement, there may be restrictions on ownership or transfer of any Note of a series. Further, the Notes of any series are complex investments. Only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing any series of Notes. See “Risk Factors — The notes are not suitable investments for all investors” in this Prospectus. In addition, because the Notes of a series will not be listed on any securities exchange, you could be limited in your ability to resell them. See “Risk Factors — You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” in the accompanying Prospectus Supplement.

Certificates of a series initially will be retained by the Depositor, and will be subject to certain restrictions on transfer set forth in the related Trust Agreement.

Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

In general, except as otherwise described in this Prospectus and the Basic Documents, any Notes owned by the Issuing Entity, the Depositor, 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 Notes. However, such Notes will not be considered outstanding for voting purposes unless the Issuing Entity, the Depositor, the Servicer or any of their respective affiliates, either individually or collectively constitute all the owners of all the Notes outstanding. See “The Issuing Entities — Formation,” “Description of the Trust Agreement — Restrictions on Actions by Owner Trustee,” “— Resignation and Removal of the Owner Trustee,” and “Description of the Servicing Agreement — Servicer Defaults” in this Prospectus.

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DESCRIPTION OF THE INDENTURE

The following summary describes material terms of the Indenture pursuant to which the Issuing Entity will issue a series of Notes. A form of the Indenture has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. Additional provisions of any Indenture for a series of Notes will be described in the accompanying Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Indenture.

Indenture Defaults

With respect to the Notes of a given series, Indenture Defaults under the related Indenture (each, an “Indenture Default”) will consist of:

1. a default for five days or more in the payment of interest on any of those Notes, when the same becomes due and payable;

2. a default in the payment of principal of any of those Notes on the related final scheduled payment date or redemption date of those Notes;

3. a material default in the observance or performance of any covenant or agreement of the Issuing Entity (other than as set forth in (1) or (2) above), or any representation or warranty of the Issuing Entity made in the related Indenture or in any certificate or other writing delivered under the related 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 for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a majority of the aggregate outstanding principal amount of the Notes, voting as a single class, consent to such longer cure period) after written notice thereof is given to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the holders of not less than the majority of the aggregate principal amount of the Notes, voting as a single class; or

4. certain events of bankruptcy, insolvency, receivership or liquidation of the applicable Issuing Entity (which, if involuntarily, remains unstayed for more than 90 days).

Noteholders holding at least a majority of the aggregate outstanding principal amount of a series of 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 related Indenture that cannot be modified or amended without unanimous consent of the Noteholders.

However, the amount of principal required to be paid to Noteholders of that series under the related Indenture will generally be limited to amounts available to be deposited in the related Collection Account. Therefore, the failure to pay any principal on any class of Notes of a series generally will not result in the occurrence of an Indenture Default until the final scheduled payment date for that class of Notes or the payment date fixed for redemption of the Notes of that series. See “Risk Factors — The failure to make principal payments on the notes prior to the applicable final scheduled payment date will generally not result in an indenture default” in this Prospectus. In addition, as described below, following the occurrence of an Indenture Default (other than the events described in (1) and (2) above) and acceleration of the maturity of the Notes, the related Indenture Trustee is not required to sell the assets of the related Issuing Entity, and may sell those assets only after meeting requirements specified in the related Indenture. In that case, even if the maturity of the Notes has been accelerated, there may not be any funds to pay principal of the Notes.

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Remedies Upon an Indenture Default

If an Indenture Default occurs and is continuing with respect to a series of Notes, the related Indenture Trustee or the holders of at least a majority of the aggregate outstanding principal amount of such 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 then outstanding aggregate outstanding principal amount of the Notes of that series, voting together as a single class, before a judgment or decree for payment of the amount due has been obtained by the related Indenture Trustee if:

• the Issuing Entity has deposited with that 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, (2) all amounts advanced by that Indenture Trustee and its costs and expenses, and (3) payments, if any, then due and payable to the Swap Counterparty under any Hedge Agreement, 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 of a series have been declared due and payable following an Indenture Default, the related Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the related Issuing Entity’s Estate, or elect to maintain that Issuing Entity’s Estate and continue to apply proceeds from that Issuing Entity’s Estate as if there had been no declaration of acceleration. The Indenture Trustee for a series of Notes may not, however, unless it is required to sell the related Issuing Entity’s Estate under the related Trust Agreement as a result of the bankruptcy or insolvency of that Issuing Entity, sell that Issuing Entity’s Estate following an Indenture Default (other than the events described in (1) and (2) under “Indenture Defaults” in this Prospectus, above) unless:

• the holders of all outstanding Notes of that series consent to the sale;

• the proceeds of that sale are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding Notes of that series at the date of the sale and any unpaid amounts due to the Hedge Counterparty, if any, under the Hedge Agreement, if any; or

• the Indenture Trustee determines that proceeds of the related Issuing Entity’s Estate would not be sufficient on an ongoing basis to make all payments on the outstanding Notes of that series as those payments would have become due if the 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 outstanding principal amount of all Notes of that series outstanding, voting together as a single class.

An 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 related Issuing Entity’s Estate to pay interest on and principal of the Notes on an ongoing basis. Any sale of the Issuing Entity’s Estate, other than a sale resulting from the bankruptcy, insolvency or termination of the related Issuing Entity, 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 Issuing Entity 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 Issuing Entity’s Estate, either as a result of the bankruptcy or insolvency of the Issuing Entity or following the occurrence of an Indenture Default under the circumstances described above, at the direction of the Indenture Trustee or the Noteholders, the proceeds of such sale, together with available monies on deposit in the related reserve account, will be distributed in the amount and order of priority specified in “Distributions on the Notes — Indenture Defaults” in the accompanying Prospectus Supplement.

Subject to the provisions of the applicable Indenture relating to the duties of the related Indenture Trustee, if an Indenture Default occurs and is continuing with respect to a series of Notes, the related 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

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of the holders of the related series of Notes 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 related Indenture, the holders of at least a majority of the aggregate principal amount of the Notes then outstanding for a given series, 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 related Indenture Trustee or exercising any trust power conferred on that Indenture Trustee.

No holder of any series of Notes will have the right to institute any proceeding with respect to the related Indenture unless:

• holders of such series of Notes previously have given the related Indenture Trustee written notice of a continuing Indenture Default,

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

• holders of such series of Notes have offered the related Indenture Trustee reasonable indemnity,

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

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

With respect to any Issuing Entity, neither the related Indenture Trustee nor the related 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 related series of Notes of or for the obligations of the related Issuing Entity or the related Indenture Trustee, in its capacity as Indenture Trustee, contained in the applicable Indenture.

Certain Covenants

Under the related Indentures, each Issuing Entity will covenant that it will not,

• engage in any activities other than financing, acquiring, owning, pledging and managing the related SUBI Certificate as contemplated by the related Indenture and the other Basic Documents relating to that Issuing Entity,

• sell, transfer, exchange or otherwise dispose of any of its assets, including those assets included in the related Issuing Entity’s Estate, except as expressly permitted by the related Indenture and the other Basic Documents applicable to that series,

• claim any credit on or make any deduction from the principal of and interest payable on the Notes of the related series — 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 holder of those Notes because of the payment of taxes levied or assessed upon any part of the Issuing Entity’s Estate,

• permit (1) the validity or effectiveness of the related Indenture to be impaired, (2) the lien of that Indenture to be amended, hypothecated, subordinated, terminated or discharged, (3) any person to be released from any covenants or obligations with respect to those Notes under that Indenture except as may be expressly permitted by that Indenture, (4) any lien, charge, excise, claim, security interest,

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mortgage or other encumbrance (other than the lien of that Indenture) to be created on or extend to or otherwise arise upon or burden the assets of that Issuing Entity or any part thereof, or any interest therein or the proceeds therefrom (other than tax liens, mechanics’ liens and other liens arising by operation of law in any of the related SUBI Assets and solely as a result of an action or omission of the related lessee) or (5) except as provided in the Basic Documents, the lien of the related Indenture to not constitute a first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the estate of the Issuing Entity,

• incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents, or

• except as otherwise permitted in the Basic Documents, dissolve or liquidate in whole or in part.

Replacement of the Indenture Trustee

With respect to the Notes of a given series, the holders of at least a majority of the aggregate principal amount of those Notes outstanding, voting together as a single class, may remove the related Indenture Trustee without cause by so notifying the Indenture Trustee and the related Issuing Entity, and following that removal may appoint a successor Indenture Trustee, provided, that the Issuing Entity shall give prompt written notice to each Rating Agency of such removal. Any successor Indenture Trustee must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939 (the “TIA”), and in addition, have a combined capital and surplus of at least $50,000,000 (as set forth in its most recently published annual report of condition) and a long-term debt rating of at least “Baa3” or its equivalent by each Rating Agency or otherwise satisfy the Rating Agency Condition.

The Indenture Trustee for each series of Notes may resign at any time by so notifying the related Issuing Entity and the Servicer. The Servicer will thereafter deliver a copy of such notice to the Rating Agencies. Each Issuing Entity shall remove the related 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 for a series of Notes, or the failure of the related Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee, the Issuing Entity will be required promptly to appoint a successor Indenture Trustee. All reasonable costs and expenses incurred in connection with transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee will be paid by the successor Indenture Trustee.

Duties of Indenture Trustee

Except during the continuance of an Indenture Default, the Indenture Trustee for each series of Notes will:

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

• examine any such certificates, statements, opinions or other instruments that are specifically required to be furnished to an Indenture Trustee by the related Indenture to determine whether or not they conform to the requirements of the related Indenture and the other Basic Documents to which the Indenture Trustee is a party.

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Upon the continuance of an Indenture Default with respect to a series of Notes, the related 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.

Compensation and Indemnity

The Administrative Agent or, to the extent described in “Distributions on the Notes — Deposits to the Distribution Accounts; Priority of Payments” and “Distributions on the Notes — Indenture Defaults” in the accompanying Prospectus Supplement, the Issuing Entity for each series of Notes will:

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

• reimburse the related 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 related 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.

No Indenture Trustee for any series of Notes will be indemnified by the Issuing Entity or the Administrative Agent against any loss, liability or expense incurred by it (i) relating to any income or similar taxes on any fees payable to the Indenture Trustee pursuant to the Indenture; (ii) arising from the breach by the Indenture Trustee of any of its representations or warranties set forth in the Basic Documents; (iii) arising in connection with the performance by the Indenture Trustee of the duties of a successor servicer under the Servicing Agreement; or (iv) through its own willful misconduct, negligence or bad faith, except that such 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 related Noteholders in accordance with the terms of the related Indenture, and

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

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

Access to Noteholder Lists

If Definitive Notes are issued for a series of Notes in the limited circumstances set forth in “Additional Information Regarding the Notes — Definitive Notes” in this Prospectus, and the Indenture Trustee for that series of Notes is not the Note registrar, the related Issuing Entity will furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the related Noteholders:

• as of each record date for that series, within five days after the applicable record date and

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

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Annual Compliance Statement

Each Issuing Entity will be required (i) to cause the Servicer to deliver an annual written statement to the related Indenture Trustee certifying the fulfillment of its obligations under the Servicing Agreement, and (ii) to deliver to the Indenture Trustee an officer’s certificate certifying the fulfillment of its obligations under the related Indenture in all material respects.

Reports and Documents by Indenture Trustee to Noteholders

The Indenture Trustee for each series of Notes will be required to mail each year to the related Noteholders of record a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the related Indenture, any amounts advanced by it under the related Indenture, the outstanding principal amount, the interest rate on the Notes and the Note Final Scheduled Payment Date in respect of each class of Notes, the indebtedness owing by the Issuing Entity to the Indenture Trustee in its individual capacity, the property and funds physically held by the Indenture Trustee and any action taken by the Indenture Trustee that materially affects the Notes of the related series and that has not been previously reported. The Indenture Trustee for each series of Notes will also deliver, at the expense of the related Issuing Entity, to each Noteholder of that series 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 for each series of Notes will be required to furnish to any related Noteholder promptly upon receipt of a written request by such Noteholder (at the expense of the requesting Noteholder) duplicates or copies of all reports, notices, requests, demands, certificates and any other documents furnished to the Indenture Trustee under the Basic Documents.

If required by TIA Section 313(a), within 60 days after each March 31, beginning in the year stated in the applicable Indenture, the Indenture Trustee for each series of Notes will be required to 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).

Under the Servicing Agreement, each Issuing Entity will cause the Servicer to deliver to the Indenture Trustee, the Owner Trustee and each paying agent, if any, on or prior to the related payment date, a report describing distributions to be made to the Noteholders for the related Collection Period and Accrual Period. The form of such report will be described in the accompanying Prospectus Supplement. The Indenture Trustee will make such reports available to the Noteholders pursuant to the terms of the Indenture.

Satisfaction and Discharge of Indenture

The Indenture for a series of Notes will be discharged with respect to the collateral securing those Notes upon the delivery to the related Indenture Trustee for cancellation of all of such Notes or, subject to certain exceptions, upon deposit with the related Indenture Trustee of funds sufficient for the payment in full of those Notes and satisfaction of certain other conditions set forth in the Indenture.

Amendment and Notices

The Indenture may be amended without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Notes of that series voting together as a single class or (B) such amendment will not materially and adversely affect such Noteholders and (ii) any amendment that adversely affects the interests of the related Certificateholder, the Indenture Trustee, the Owner Trustee, the Servicer or the Administrative Agent, will require the prior written consent of each person whose interests are adversely affected. Notwithstanding the foregoing, if a Hedge Agreement is entered into for any series of Notes, the related Indenture may not be amended in any way that would materially and adversely affect the rights of the related Hedge Counterparty without the consent of the Hedge Counterparty; provided that the Hedge Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Hedge Counterparty’s consent will be deemed to have been given if the

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Hedge Counterparty does not object in writing within 10 days of receipt of a written request for such consent. An amendment will be deemed not to materially and adversely affect the interests of the Noteholders of a series if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an officer’s certificate to the Indenture Trustee stating that such amendment will not materially and adversely affect such Noteholders. However, for so long as any Notes of a series are outstanding, the related Issuing Entity’s rights in the related SUBI Certificate will be subject to the lien of the Indenture. Therefore, the Indenture Trustee will be the holder of the SUBI Certificate for purposes of determining whether any proposed amendment to the related SUBI Trust Agreement, the Servicing Agreement or the Trust Agreement will materially adversely affect the interests of the holders of such SUBI Certificate. The consent of the Certificateholder of a series or the related Owner Trustee or the Servicer or the Administrative Agent will be deemed to have been given if the Depositor does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or indemnities under the Basic Documents or otherwise.

“Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes or (b) that such Rating Agency shall have been given notice of such event or action at least ten days prior to such event (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given with respect to any event or action, and it is understood that such Rating Agency may not actually review notices received by it prior to or after the expiration of the ten day period described in (b) above. Further, each Rating Agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event or action had been previously satisfied pursuant to clause (a) or clause (b) above.

Under the Indenture, the Indenture Trustee will be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to the Indenture Trustee an officer’s certificate to that effect, and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

In addition, without the consent of each Noteholder affected thereby, no amendment or supplemental indenture may, among other things:

• 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;

• reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Noteholders of which is required for any such amendment or supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of the Indenture or Indenture Defaults thereunder and their consequences provided for in the Indenture;

• modify or alter the provisions of the proviso of the term “Outstanding”;

• reduce the percentage of the aggregate outstanding principal amount of the Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell the Issuing Entity’s Estate pursuant to the Indenture after an Indenture Default, if the proceeds of such sale would be insufficient to pay the aggregate outstanding principal amount of the Notes plus accrued but unpaid interest on the Notes;

• modify any provision of the section in the Indenture permitting amendments with Noteholder consent, except to increase any percentage specified therein or to provide that certain additional provisions of the Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;

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• modify any of the provisions of the 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);

• permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Issuing Entity’s Estate or, except as otherwise permitted or contemplated therein, terminate the lien of the Indenture on any property at any time subject thereto or deprive any Noteholder of the security provided by the lien of the Indenture; or

• impair the right to institute suit for the enforcement of payment as provided in the Indenture.

Any demand, notice or communication to be delivered pursuant to the Indenture or the other Basic Documents to any Rating Agency will be deemed to be delivered if a copy of that demand, notice or communication has been posted on any website maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes.

DESCRIPTION OF THE TRUST AGREEMENT

The following summary describes material terms of the Trust Agreement pursuant to which the Issuing Entity of a series will be created and Certificates will be issued. A form of the Trust Agreement has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The provisions of any Trust Agreement may differ from those described in this Prospectus and, if so, will be described in the accompanying Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Trust Agreement.

Authority and Duties of the Owner Trustee

If the Issuing Entity for a given series has issued Certificates pursuant to a Trust Agreement, the related Owner Trustee will administer the Issuing Entity in the interest of the holders of the Certificates (each, a “Certificateholder” and together with the Noteholders, the “Securityholders”), subject to the lien of the related Indenture, in accordance with the Trust Agreement and the other Basic Documents applicable to that series.

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

• the Servicer under the related Servicing Agreement or the related SUBI Supplement,

• the Depositor under the related Trust Agreement, the Indenture, the Servicing Agreement or the SUBI Certificate Transfer Agreement,

• the Administrative Agent under the Trust Administration Agreement, or

• the Indenture Trustee under the related Indenture.

The Owner Trustee for each Issuing Entity will not manage, control, use, sell, dispose of or otherwise deal with any part of the related Issuing Entity’s Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to the related Trust Agreement, (ii) the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party, and (iii) any document or instruction delivered to that Owner Trustee pursuant to the related Trust Agreement. In particular, the Owner Trustee for each Issuing Entity will not transfer, sell, pledge, assign or convey the related SUBI Certificate except as specifically required or permitted by the Basic Documents relating to that series.

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Restrictions on Actions by the Owner Trustee

The Owner Trustee of each Issuing Entity may not:

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

• amend the related Certificate of Trust for an Issuing Entity (unless such amendment is required to be filed under applicable law),

• amend the related Indenture in circumstances where the consent of any Certificateholder of the related series or the Hedge Counterparty, if any, is required and such consent has not been granted,

• amend any Basic Document other than pursuant to, and in accordance with, the amendment provision set forth in such Basic Document, or

• appoint a successor Owner Trustee or Indenture Trustee

unless (1) the Owner Trustee provides 30 days’ written notice thereof to the Certificateholders, and (2) the Owner Trustee has not received notice from at least 25% of the Certificateholders (including any Certificateholders that are the Depositor, the Servicer or their affiliates) of that series that they object in writing to any such proposed amendment within 30 days of that notice.

Actions by Certificateholders and Owner Trustee with Respect to Certain Matters

The Owner Trustee of each Issuing Entity may not, except upon the direction of all of the Certificateholders, (a) remove the Administrative Agent, (b) appoint a successor administrative agent, (c) remove the Servicer with respect to the related SUBI Assets or (d) sell the related SUBI Certificate after the termination of the related Indenture.

The right of the Depositor or the Certificateholders of a series to take any action affecting the related Issuing Entity’s Estate will be subject to, as applicable, the rights of the Indenture Trustee under the related Indenture.

Restrictions on Certificateholders’ Powers

The Certificateholders of a series will not direct the related Owner Trustee, and the Owner Trustee is not obligated to follow any direction from the Certificateholders, to take or refrain from taking any action if such action or inaction (i) would be contrary to any obligations of the Issuing Entity for that series or the Owner Trustee under the related Trust Agreement or any of the other Basic Documents applicable to that series or (ii) would be contrary to the purpose of the Issuing Entity for that series.

Resignation and Removal of the Owner Trustee

The Owner Trustee of each Issuing Entity and any successor thereto must at all times:

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

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

• be an entity authorized to exercise trust powers in the State of Delaware.

If at any time the Owner Trustee ceases to be eligible in accordance with the Trust Agreement, or if the Depositor, by unilateral act, decides to remove the Owner Trustee and provides the Owner Trustee with notice thereof, or if the Owner Trustee fails to resign after written request therefor by the Administrative Agent, the

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Depositor or each person whose name the asset backed certificate issued pursuant to the Trust Agreement is registered (the “Trust Certificateholders”) holding not less than a majority interest of such trust certificates, or if at any time the Owner Trustee is legally unable to act, or is adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property is appointed, or any public officer takes charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may, but will not be required to, remove the Owner Trustee.

In addition, the Owner Trustee of each Issuing Entity may resign at any time upon written notice to the Administrative Agent, the Servicer, the Depositor, the related Indenture Trustee and the Certificateholder of that series. Upon the resignation or removal of the Owner Trustee, the Depositor will be obligated to appoint a successor Owner Trustee. All reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee will be paid by the successor Owner Trustee.

Any co-trustee or separate trustee appointed for the purpose of meeting applicable state requirements will not be required to meet the eligibility requirements listed above.

Termination

The Trust Agreement for each Issuing Entity will terminate upon (a) the final distribution of all funds or other property or proceeds of the related Issuing Entity’s Estate in accordance with the terms of the related Indenture and the related Trust Agreement, or (b) at the option of the Servicer, a purchase of the related SUBI Certificate and other assets from the Issuing Entity (which option may only be exercised if certain conditions specified in the accompanying Prospectus Supplement are satisfied) (an “Optional Purchase”) and final distribution to the Securityholders of all amounts required to be paid to them under the Indenture and the Trust Agreement. See “Additional Information Regarding the Securities — Optional Purchase” in the accompanying Prospectus Supplement.

Liabilities and Indemnification

The Administrative Agent shall indemnify the Owner Trustee of each Issuing Entity, the certificate registrar and any paying agent and their respective successors, assigns, agents, officers and employees (the “Indemnified Parties”) for any losses, liabilities or expenses 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 under the related Trust Agreement. Any amounts due and owing to the Indemnified Parties under the Trust Agreement shall constitute an obligation of the Issuing Entity and a claim upon the Owner Trust estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent shall not be entitled to make any claim upon the related Issuing Entity’s Estate for the payment of any such liabilities or indemnified expenses. The Administrative Agent shall not be liable for or required to indemnify the Indemnified Party for expenses arising from any income taxes or fees payable to that Owner Trustee; resulting from the willful misconduct, bad faith or negligence of the Indemnified Party; or for the inaccuracy of any representation or warranty of such Owner Trustee in the related Trust Agreement. The Owner Trustee of each Issuing Entity will not be liable for:

• any error in judgment of an officer of that 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 related Certificateholder, the related Indenture Trustee, if any, the Depositor, the Administrative Agent or the Servicer,

• payments on the related series of Securities in accordance with their terms,

• the default or misconduct of the Administrative Agent, the Servicer, the Depositor or the related Indenture Trustee, if any, or

• special, consequential or punitive damages, including without limitation, lost profits.

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No provision in the Trust Agreement or any other Basic Document will require the Owner Trustee of any Issuing Entity to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under the related 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 of each Issuing Entity will not be responsible for or in respect of the validity or sufficiency of the related Trust Agreement or for the due execution thereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the related Issuing Entity’s 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 of the related series, and the Owner Trustee of each Issuing Entity 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 Issuing Entity or the Issuing Entity’s Estate, other than as expressly provided for in the related Trust Agreement and the other Basic Documents for that series.

Amendment

The Trust Agreement may be amended by the parties thereto without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Notes voting together as a single class, or (B) such amendment will not materially and adversely affect such Noteholders, and (ii) any amendment that materially and adversely affects the interests of the Certificateholder, the Servicer or the Indenture Trustee will require the prior written consent of the persons whose interests are materially and adversely affected, provided, further that an Opinion of Counsel will be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement will not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the related Issuing Entity or the SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. Notwithstanding the foregoing, if a Hedge Agreement is entered into for any series of Notes, the related Trust Agreement may not be amended in any way that would materially and adversely affect the rights of the related Hedge Counterparty without the consent of the Hedge Counterparty; provided that the Hedge Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Hedge Counterparty’s consent will be deemed to have been given if the Hedge Counterparty does not object in writing within 10 days of receipt of a written request for such consent. An amendment will be deemed not to materially and adversely affect the interests of the Noteholders of the related series if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an officer’s certificate to the Indenture Trustee stating that the amendment will not materially and adversely affect such Noteholders. The consent of the Certificateholder or the Servicer will be deemed to have been given if the Depositor, does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

Notwithstanding the foregoing, with respect to any series of Notes, no amendment to the Trust Agreement will (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the holder of such Note, or (ii) reduce the aggregate outstanding principal amount of the outstanding Notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal amount of the outstanding Notes which were required to consent to such matter before giving effect to such amendment.

The Trust 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 Certificates of a series (provided that if the Depositor and its affiliates do not hold all of the Certificates, then the Certificates held by the Depositor and its affiliates will not be deemed Outstanding for purposes of that amendment provision) to approve any trust purpose with respect to the related Issuing Entity in addition to the purpose of conserving the Owner Trust estate and collecting and disbursing periodic income for the use and benefit of the Certificateholders, upon not less than 90 days notice to each Rating

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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 Issuing Entity, the Depositor, the Servicer (as long as NMAC or an affiliate is the Servicer) and their respective affiliates), and provided, further that an opinion of counsel will be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement will not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the related Issuing Entity or the SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

Under the Trust Agreement, the Owner Trustee will not be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the Owner Trustee an officer’s certificate to that effect, and the Owner Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE SUBI TRUST AGREEMENT

The following summary describes material terms of the Titling Trust Agreement, as supplemented by a SUBI Supplement for each series of Notes, pursuant to which the SUBI will be allocated to that series of Notes. The Titling Trust Agreement and a form of the SUBI Supplement have been filed as exhibits to the Registration Statement of which this Prospectus forms a part. The provisions of any SUBI Supplement may differ from those described in this Prospectus and, if so, will be described in the accompanying Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the SUBI Trust Agreement.

The SUBI, Other SUBIs and the UTI

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 Titling Trust Assets allocated to a SUBI ( the “UTI Assets”). The UTI Beneficiary may in the future create and sell or pledge one or more SUBIs in connection with financings similar to the transaction described in this Prospectus and the accompanying Prospectus Supplement or other transactions. Each holder or pledgee of the UTI will be required to expressly waive any claim to all Titling Trust Assets other than the UTI Assets and to fully subordinate any such claims to those other Titling Trust Assets if the waiver is not given full effect. Each holder or pledgee of a SUBI will be required to expressly waive any claim to all Titling Trust Assets, except for the related SUBI Assets, and to fully subordinate those claims to the Titling Trust Assets if the waiver is not given effect. Except under the limited circumstances described under “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI” in this Prospectus, the assets of a SUBI allocated to a series of Notes will not be available to make payments in respect of, or pay expenses relating to, the UTI or any Other SUBI. Assets of Other SUBIs (the “Other SUBI Assets”) will not be available to make payments in respect of, or pay expenses relating to, the Titling Trust Assets or that particular SUBI.

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

All Titling Trust Assets, including assets of each SUBI, will be owned by the Titling Trustee on behalf of the beneficiaries of the Titling Trust. The SUBI Assets allocated to each series of Notes will be segregated from the rest of the Titling Trust Assets on the books and records of the Titling Trust 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 those SUBI Assets. Liabilities of the Titling Trust will be respectively allocated to the SUBI Assets for each Trust and the UTI 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.

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Special Obligations of the UTI Beneficiary

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 and the related SUBI Certificate will 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 and to the extent such liability or expense was not caused by the willful misconduct or bad faith of the UTI Beneficiary, 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.

Titling Trustee Duties and Powers; 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 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. Except during the continuance of an event of default as defined under the SUBI Trust Agreement, the Titling Trustee need perform only those duties specifically set forth in the SUBI Trust Agreement. During the continuance of an event of default as defined under the SUBI Trust Agreement, the Titling Trustee shall exercise such of the rights and powers vested in it by the SUBI Trust Agreement 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 the SUBI Trust Agreement shall be construed to relieve the Titling Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct.

The Titling Trustee will make no representations as to the validity or sufficiency of any SUBI or the related 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 one or more SUBIs and the UTI. The Titling Trustee will not independently verify any Leases or Leased Vehicles. The duties of the Titling Trustee will generally be limited to the acceptance of assignments of leases, the titling of vehicles in the name of the Titling Trust or the Titling Trustee on behalf of the Titling Trust, the creation of one or more SUBIs and the UTI, the creation of the Collection Account relating to a SUBI and other accounts, except as otherwise provided in a SUBI Supplement the receipt of the various certificates, reports or other instruments required to be furnished to the Titling Trustee under the SUBI Trust Agreement, in which case the Titling Trustee will only be required to examine them to determine whether they conform to the requirements of the SUBI Trust Agreement, and (as a joint and several obligation, with NILT Trust, the UTI Beneficiary and any person(s) designated as a Beneficiary of the SUBI) the filing of any financing statements to the extent necessary to perfect (or evidence) the allocation of Titling Trust Assets to a SUBI.

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 or the holders of a majority in interest in the related 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 agency 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 will perform each and every obligation of the Titling Trustee under the SUBI Trust Agreement.

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Resignation and Removal of the Titling Trustee

The Titling Trustee may not resign without the express written consent of the UTI Beneficiary, which consent will not be unreasonably withheld. The UTI Beneficiary at its discretion may remove the Titling Trustee, or may remove the Titling Trustee if at any time the Titling Trustee ceases to be (i) a corporation organized under the laws of the United States or any state, (ii) qualified to do business in the states required in writing by the Servicer or (iii) acceptable to each Rating Agency. In addition, the UTI Beneficiary may remove the Titling Trustee if (A) any representation or warranty made by the Titling Trustee under the Titling Trust Agreement was untrue in any material respect when made, and the Titling Trustee fails to resign upon written request by the UTI Beneficiary, (B) at any time the Titling Trustee is legally unable to act, or adjudged bankrupt or insolvent, (C) a receiver of the Titling Trustee or its property has been appointed or (D) any public officer has taken charge or control of the Titling Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

Upon the removal of the Titling Trustee, the UTI Beneficiary will promptly appoint a successor titling trustee . Any resignation or removal of the Titling Trustee and appointment of a successor titling trustee will not become effective until acceptance of appointment by the successor titling trustee.

Any successor titling trustee will execute and deliver to the Servicer, the predecessor titling trustee, the UTI Beneficiary and the holder of all SUBI Certificates written acceptance of its appointment as Titling Trustee. Upon accepting its appointment as successor titling trustee, the successor titling trustee will mail a notice of its appointment to each party entitled to notice under the SUBI Trust Agreement and each Rating Agency (by mailing a notice to the Servicer to deliver to each Rating Agency).

Indemnity of Titling Trustee and Trust Agent

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 the leases or the leased vehicles, any personal injury or property damage claims arising with respect to any leased vehicles 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 Issuing Entity’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 will be liable under the related SUBI Trust Agreement,

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

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

Termination

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, all of the Trust Agreements and Indentures and any financing in connection with all SUBIs.

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Issuing Entity as Third-Party Beneficiary

As the holder of a SUBI Certificate, each Issuing Entity will be a third-party beneficiary of the SUBI Trust Agreement. Therefore, the Issuing Entity may, and, upon the direction of holders of the related Notes and, if any, Certificates holding at least a majority of the aggregate unpaid principal amount of such Notes, unless a higher percentage is required by the related 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 related SUBI. However, during the term of the Indenture relating to a series of Notes, the Issuing Entity will pledge the related SUBI Certificate to the Indenture Trustee and any action with respect to that SUBI must be approved by the related Noteholders in such percentage as is required by the Indenture.

Amendment

The SUBI Trust Agreement may be amended by the parties thereto without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding amount of the Notes of that series voting together as a single class or (B) such amendment will not materially and adversely affect such Noteholders, and (ii) any amendment that adversely affects the interests of the related Certificateholder, the Indenture Trustee or the Owner Trustee will require the prior written consent of each person whose interests are adversely affected. Notwithstanding the foregoing, if a Hedge Agreement is entered into for any series of Notes, the related SUBI Trust Agreement may not be amended in any way that would materially and adversely affect the rights of the related Hedge Counterparty without the consent of the Hedge Counterparty; provided that the Hedge Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Hedge Counterparty’s consent will be deemed to have been given if the Hedge Counterparty does not object in writing within 10 days of receipt of a written request for such consent. An amendment will be deemed not to materially and adversely affect the Noteholders of a series if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Servicer delivers an officer’s certificate to the Indenture Trustee stating that the amendment will not materially and adversely affect such Noteholders. The consent of the Certificateholder of a series or the related Owner Trustee will be deemed to have been given if the Servicer does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

Notwithstanding the foregoing, no amendment to the SUBI Trust Agreement will (i) reduce the interest rate or principal amount of any Note, change the due date of any installment of principal of or interest on any Note, or the Redemption Price, without the consent of the holder of such Note, or (ii) reduce the aggregate outstanding principal amount of the outstanding Notes, the holders of which are required to consent to any matter, without the consent of the holders of at least the majority of the aggregate outstanding principal amount of the outstanding Notes which were required to consent to such matter before giving effect to such amendment.

Under the SUBI Trust Agreement, none of the trustee of NILT Trust, the Trust Agent, or the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of NILT Trust, the Trust Agent, and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE SERVICING AGREEMENT

The following summary describes material terms of the Basic Servicing Agreement and the supplement to the Basic Servicing Agreement in connection with each series of Notes. The Basic Servicing Agreement and a form of the servicing supplement have been filed as exhibits to the Registration Statement of which this Prospectus forms a part. The provisions of any supplement to the Basic Servicing Agreement may differ from those described in this Prospectus and, if so, will be described in the accompanying Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Servicing Agreement.

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General

Under the Servicing Agreement for each Issuing Entity, 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 and servicing the Leases, including accounting for collections, furnishing periodic statements to the Titling Trustee with respect to distributions and generating federal and state income tax information. In this regard, the Servicer will make commercially 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. Each Trust will be a third-party beneficiary of the related Servicing Agreement. Consistent with the foregoing, the Servicer may in its discretion waive any Administrative Charges, in whole or in part, in connection with any delinquent payments due on a Lease. Administrative Charges are additional compensation payable to the Servicer. See “— Servicing Compensation” in this Prospectus. Accordingly, the amount of Administrative Charges actually waived by the Servicer during any Collection Period will not be included in the Collections received by the Servicer for any series of Notes. See “—Collections” in this Prospectus.

The Servicing Agreement for each Issuing Entity 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.

Custody of Lease Documents and Certificates of Title

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 related SUBI Certificate therein.

Accounts

The Servicer will establish and maintain with respect to each series of Notes one or more accounts (each, a “Collection Account”) in the name of the Indenture Trustee on behalf of the related Noteholders and Certificateholders, into which payments received on or in respect of the Leases and the Leased Vehicles and amounts released from any reserve account or other form of credit enhancement will be deposited for payment to the related Noteholders.

The accounts to be established with respect to each Issuing Entity, including any reserve account and related Collection Accounts, will be described in the accompanying Prospectus Supplement.

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Collections

General. Under the Servicing Agreement for each Issuing Entity, except as otherwise permitted under the Monthly Remittance Condition as described under “— Monthly Remittance Condition” in this Prospectus, below, the Servicer will deposit collections received into the related Collection Account within two business days of identification thereof. “Collections” with respect to any Collection Period for each series of Notes will include all net collections collected or received in respect of the related SUBI Assets during such Collection Period, which are allocable to the related series of Notes and Certificates, including (in each case to the extent not duplicative):

(1) 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),

(2) all Repurchase Payments,

(3) all Pull-Forward Payments,

(4) all Reallocation Payments,

(5) all Residual Value Surplus,

(6) all Excess Mileage and Excess Wear and Tear Charges,

(7) all Monthly Sale Proceeds,

(8) all Net Liquidation Proceeds,

(9) all Net Insurance Proceeds,

(10) all Recoveries,

(11) all Remaining Net Auction Proceeds, and

(12) all Remaining Payoffs.

“Auction Proceeds” will mean, with respect to each 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.

“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.

“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), 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.

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“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 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 Advance.

“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; provided however that such payments shall exclude Pull-Forward Payments.

“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.

“Reimbursable Expenses,” means, with respect to each Lease or Leased Vehicle allocated to a SUBI, the costs or expenses incurred by the Servicer (including a legal proceeding to repossess the Leased Vehicle) will include any costs or expenses incurred by the Servicer in any proceedings in connection with the related Defaulted Vehicle. The Servicer will be entitled to reimbursement for Reimbursable Expenses (i) by deducting Reimbursable Expenses prior to depositing the amounts distributable to the related Issuing Entity into the related Collection Account if permitted to do so under the related Servicing Supplement, or (ii) from amounts on deposit in the Collection Account by delivering the officer’s certificate described in “Security for the Notes — The Accounts — Withdrawals from the SUBI Collection Account,” in the accompanying Prospectus Supplement.

“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.

“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 Securitization Value of such Leased Vehicle at the related date of termination.

Monthly Remittance Condition. With respect to each Issuing Entity, the Servicer will deposit all payments (including any Repurchase Payments made by the Servicer) on the related Leases and Leased Vehicles collected during the collection period specified in the accompanying Prospectus Supplement (each, a “Collection Period”) into the related Collection Account within two business days of identification thereof. However, so long as NMAC is the Servicer, if each condition to making monthly deposits as may be required by the related Servicing Agreement (including the absence of any Servicer Default and the satisfaction of other conditions specified in the related

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Servicing Agreement) is satisfied, the Servicer may retain such amounts received during a Collection Period until the Business Day preceding the Payment Date such amounts are required to be disbursed. Notwithstanding the foregoing, if a subsequent Public ABS Transaction sets forth alternative conditions for making monthly deposits to the related Collection Account, then, if the rating agency condition specified in the Servicing Agreement for the subsequent Public ABS Transaction is satisfied, the Servicer will no longer be bound by the conditions to making monthly deposits as required by the Servicing Agreement, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. The Servicer will be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the related Collection Account, certain advances previously paid to the related Issuing Entity. Except in certain circumstances described in the related Servicing Agreement, pending deposit into the related 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. See “Risk Factors — You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds” in this Prospectus.

Net Deposits. NMAC (as Servicer or in any other capacity) will be permitted to deposit into the related Collection Account only the net amount distributable to the Issuing Entity on the related Deposit Date. The Servicer will, however, account to the Issuing Entity, the related Titling Trustee, the Trust Agent, the Owner Trustee, the Indenture Trustee and the Noteholders and the Certificateholder 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. If the Servicer were unable to remit the funds with respect to any series of Notes as described above, the related Noteholders might incur a loss. See “Risk Factors — You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds” in this Prospectus.

Sale and Disposition of Leased Vehicles

Under the Servicing Agreement for each Issuing Entity, the Servicer, on behalf of the related Issuing Entity, 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 related 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 to be deposited into the related Collection Account the Reallocation Payments no later than two business days after such reallocation (unless the Monthly Remittance Condition is met). Upon receipt of the Reallocation Payments, the related Issuing Entity will have no claim against or interest in such Defaulted Vehicle or Matured Vehicle.

Purchase of Leases Before Their Lease Maturity Dates

In addition to reallocations of Leases and related Leased Vehicles under the circumstances described under “The Leases — Representations, Warranties and Covenants” in this Prospectus, if the Servicer grants a Term Extension with respect to a Lease, the Servicer will be required to (i) direct the Titling Trustee to reallocate from the related SUBI to the UTI or to an Other SUBI, or to convey to the Servicer, 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 (ii) remit to the related Collection Account an amount equal to the Repurchase Payment with respect to that Lease. If a lessee changes the domicile of or title to a Leased Vehicle to a Restricted Jurisdiction, the Servicer will be required to reallocate, or cause to be reallocated, a Lease and the related Leased Vehicle from the related SUBI to the UTI or to an Other SUBI, or otherwise to convey such Lease and related Leased Vehicle to the Servicer, and remit to the related Collection Account an amount equal to the Repurchase Payment with respect to that Lease.

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Notification of Liens and Claims

The Servicer will be required to notify as soon as practicable the Depositor (if NMAC is not acting as the Servicer), the related 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 Depositor, the Issuing Entity 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.

Advances

To the extent provided in the accompanying Prospectus Supplement, if payment on a Lease is not received in full by the end of the month in which it is due, the Servicer, subject to limitations set forth below, on each Deposit Date, is obligated to make, by deposit into the Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of the related Leased Vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of Leases relating to certain Matured Vehicles. As used in this Prospectus, an “Advance” refers to either a Monthly Payment Advance or a Sales Proceeds Advance. In making Advances, the Servicer will assist in maintaining a regular flow of scheduled payments on the Leases and, accordingly, in respect of the Notes, rather than guarantee or insure against losses. Accordingly, all Advances will be reimbursable to the Servicer, without interest, as described below and in the accompanying Prospectus Supplement.

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 may be required to 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 required to make a Monthly Payment Advance only to the extent that it determines that the Monthly Payment Advance will be recoverable from future payments or collections on the related Lease or Leased Vehicle or otherwise.

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 related 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 may be required to advance to the Issuing Entity 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”). The Servicer will be required to make a Sales Proceeds Advance only to the extent that it determines that the Sales Proceeds Advance will be recoverable from future payments or collections on the related Lease or Leased Vehicle or otherwise.

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 the Securitization Value of the related Leases, and the Residual Value Surplus will be deposited into the related 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 Collections on the related SUBI Assets, in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance.

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

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Insurance on Leased Vehicles

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 Lease requires that the lessee 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 under the Lease.

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.

Realization Upon Liquidated Leases

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 the related Defaulted Vehicle in accordance with such Liquidated Lease and commence and pursue any proceedings in connection with such Defaulted 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 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 (“Liquidation Expenses”). Proceeds from the sale or other disposition of repossessed Leased Vehicles will constitute Liquidation Proceeds and will be deposited into the related Collection Account net of any reimbursable Disposition Expenses and Liquidation Expenses.

A “Liquidated Lease” will mean a Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder. Collections in respect of a Collection Period will include all Net Auction Proceeds and Net Liquidation Proceeds collected during that Collection Period.

Servicer Records, Determinations and Reports

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 related 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 Depositor, the related Issuing Entity, the Trustees and the related Securityholders and the Certificateholder, including the preparation and delivery to the related Indenture Trustee, the related Owner Trustee and each related paying agent, on or before the tenth calendar day of each month or if the tenth day is not a Business Day, the next succeeding Business Day, of a certificate setting forth all information necessary to make all distributions required in respect of the related Collection Period as described under “Distributions on the Notes — Payment Date Certificate” in the accompanying Prospectus Supplement, and the preparation and delivery of statements setting forth the information described under “— Evidence as to Compliance” in this Prospectus, and an annual officer’s certificate specifying the occurrence and status of any Servicer Default.

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Evidence as to Compliance

Under the Servicing Agreement for each Issuing Entity, the Servicer will be required to furnish to the Owner Trustee and the Indenture Trustee and each Rating Agency an annual servicer report detailing the Servicer’s assessment of its compliance with the servicing criteria set forth in the applicable SEC regulations for asset-backed securities transactions as of and for the period ending the end of each fiscal year of the Issuing Entity and the Servicer’s assessment report will identify any material instance of noncompliance so long as the Depositor is filing the Servicer’s assessment report with respect to the Issuing Entity under the Securities Exchange Act of 1934, as amended. 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 the first year after the issuance of the Notes), a firm of independent certified public accountants who may also render other services to the Servicer or to its affiliates will furnish to the related Issuing Entity, the Indenture Trustee and each Rating Agency with an attestation report as to such assessment report by the Servicer during the Servicer’s preceding fiscal year (or since the date of the issuance of the Notes in the case of the first such statement), so long as the Depositor is filing the attestation report with respect to the related Issuing Entity under the Securities Exchange Act of 1934, as amended. The form of assessment report and attestation report required under the Servicing Agreement may be deleted or replaced by any similar form using any standards that are now or in the future in use by servicers of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the SEC. The Servicing Agreement for each Issuing Entity will also provide for the delivery to the Indenture Trustee, each Rating Agency, and the Owner Trustee an annual servicing compliance statement, signed by an officer of the Servicer, stating that the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects and there has been no Servicer Default during the preceding 12 months ended or since the closing date in the case of the first such compliance statement — or, if there has been any Servicer Default, describing each such default and the nature and status thereof.

Copies of such statements, certificates and reports may be obtained by Noteholders or the Certificateholder 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 annual servicer report, the annual attestation report, the annual Servicer’s statement of compliance and any areas of material non-compliance identified in such reports will be included in the Issuing Entity’s annual report on Form 10-K.

Servicing Compensation

The Servicer will be entitled to compensation for the performance of its servicing and administrative obligations with respect to the SUBI Assets allocated to a series of Notes under the related Servicing Agreement.

The Servicer will be entitled to receive a fee in respect of the related SUBI Assets described in “Additional Information Regarding the Securities — Compensation for Servicer and Administrative Agent” in the accompanying Prospectus Supplement. The Servicer will also be entitled to additional compensation in the form of (i) interest and other investment earnings (net of losses and expenses) on investment of funds in the Reserve Account and the Collection Account, and (ii) expense reimbursement, administrative fees or similar charges paid with respect to the Leases, including disposition fees and any late payment fees and extension fees now or later in effect (collectively, the “Administrative Charges”). For each series of Notes, the Servicer will pay all expenses incurred by it in connection with its servicing and administration activities under the related Servicing Agreement and will not be entitled to reimbursement of such expenses except for unpaid Disposition Expenses, Insurance Expenses, Liquidation Expenses and Reimbursable Expenses. The Servicer will be entitled to be reimbursed for Disposition Expenses, Insurance Expenses and Liquidation Expenses by depositing only Net Insurance Proceeds, Net Auction Proceeds and Net Liquidation Proceeds into the related Collection Account. For more information regarding the reimbursement of Disposition Expenses and Insurance Expenses, you should refer, respectively, to “The Leases — Early Termination,” “Description of the Servicing Agreement — Advances” and “— Realization Upon Liquidated Leases” in this Prospectus. The Servicer will have no responsibility, however, to pay any losses with respect to any Titling Trust Assets.

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The servicing fee described in “Additional Information Regarding the Securities — Compensation for Servicer and Administrative Agent” in the accompanying Prospectus Supplement 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 related 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 the related Matured Vehicles and Defaulted Vehicles, overseeing the related 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.

Servicer Resignation and Termination

The Servicer may not resign from its obligations and duties under the related 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 the date upon which the Servicer becomes unable to act as Servicer, as specified in its resignation notice, unless a successor servicer has already assumed the Servicer’s obligations under the related Servicing Agreement. The Servicer may not assign a Servicing Agreement with respect to a series of Notes 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 that Servicing Agreement.

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

Indemnification by and Limitation of Liability of the Servicer

The Servicer will indemnify the Titling Trust, Titling Trustee, any co-trustees, the Trust Agent and the related Securityholders for any loss, liability, claim, damage or reasonable 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 disregard of its obligations and duties under the Servicing Agreement.

The Servicing Agreement will further provide that neither the Servicer nor any of its directors, officers, employees or agents will be under any liability to the Titling Trust, the Trustee or the related Securityholders for taking any action or for refraining from taking any action pursuant to the Servicing Agreement or for errors in judgment; provided, however, that neither the Servicer nor any other person described above will be protected 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 and duties under the Servicing Agreement or the SUBI Trust Agreement. In addition, the Servicing Agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to the Servicer’s servicing responsibilities under the Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability. The Servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Servicing Agreement and the rights and duties of the parties thereto and the interests of the Securityholders thereunder. Any indemnification or reimbursement of the Servicer could reduce the amount otherwise available for distribution to Securityholders.

Servicer Defaults

“Servicer Default” under each Servicing Agreement will consist of the following:

(a) any failure by the Servicer to deliver or cause to be delivered any required payment to (i) the related Indenture Trustee for distribution to the Noteholders, (ii) if applicable, the Owner Trustee of the related Issuing Entity for distribution to the Certificateholders, which failure continues unremedied for five Business Days after discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice thereof from the related Indenture Trustee, the Certificateholder or Noteholders evidencing at least a majority interest of the aggregate outstanding principal amount of the outstanding Securities (which for this purpose includes Certificates held by the Issuing Entity, the Depositor, the Servicer and their respective affiliates) of the related series, voting together as a single class; provided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence,

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(b) 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 any holder of the related SUBI Certificate, the Noteholders or the Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the outstanding Securities of the related series, voting as a single class, consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the related holders evidencing at least a majority of the outstanding Securities of the related series, voting as a single class, or such default becomes known to the Servicer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence,

(c) 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, the Noteholders or the Certificateholders of the related series, and continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the outstanding Securities of the related series, voting as a single class, consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Titling Trustee or the related holders evidencing at least a majority of the outstanding Securities of the related series, voting as a single class, or such default becomes known to the Servicer; provided, however, that a failure under this clause (c) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or

(d) the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation in respect of the Servicer (in each case, remains unstayed and effect for a period of 90 consecutive days).

Rights Upon Servicer Default

Upon the occurrence of any Servicer Default, the sole remedy available to the holder of the related SUBI Certificate will be to direct the Titling Trustee 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” in this Prospectus.

Removal or Replacement of the Servicer

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 all SUBI Certificates and the UTI Certificate, excluding the UTI Beneficiary, 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 assets of a particular SUBI, upon the direction of the holder and pledgee of the related SUBI Certificate, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to such SUBI Assets. For purposes of the immediately preceding sentence, the holder and pledgee of a SUBI Certificate will be the related Indenture Trustee acting at the direction of Noteholders of the related series holding not less than 66 2/3% of the aggregate principal amount of the Notes of that series, voting together as a single class. After the lien of the Indenture has been released, the Owner Trustee, acting at the direction of the Certificateholder, may remove the Servicer upon a Servicer Default. In each

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case, the Titling Trustee will effect that termination by delivering notice thereof to the Servicer, the Administrative Agent, the Depositor, the UTI beneficiary, the Certificateholders and, if applicable, any other holders of rated securities related to any Other SUBIs affected by that Servicer Default. The Administrative Agent will thereafter deliver a copy of such notice to each Rating Agency.

Upon the termination of the Servicer as a result of a Servicer Default, the Servicer, subject to that termination, will 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.

In the event of a termination of the Servicer as a result of a Servicer Default with respect only to the assets of one SUBI, Noteholders holding not less than 66 2/3% of the aggregate principal amount of the related series of Notes, voting together as a single class, so long as any such series of Notes are outstanding and thereafter the Owner Trustee of the related Issuing Entity acting at the direction of the Certificateholder — 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 unwilling or 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 contracts as the successor servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the related Leases and the Leased Vehicles to the successor services will be paid by the predecessor servicer (or, if the predecessor servicer is the Trust Agent, by NMAC).

Upon the appointment of a successor servicer, the successor servicer will assume all of the rights and obligations of the Servicer under the related 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 and the SUBIs, as the case may be, bear such excess costs exclusively. If a bankruptcy trustee or similar official has been appointed for the Servicer, that trustee or official may have the power to prevent an Indenture Trustee, the Trustee of an Issuing Entity, the Noteholders of a series or (if applicable) the related Certificateholder from effecting that transfer of servicing. The predecessor servicer will have the right to be reimbursed for any outstanding advances made with respect to the related SUBI Assets to the extent funds are available therefore in respect of the advances made.

Waiver of Past Defaults

With respect to any Servicer Default related to a series of Notes, the Trustee of the Titling Trust, acting on the direction of, so long as the lien of the Indenture is in place, the Indenture Trustee, acting at the direction of the holders of Notes evidencing 66 2/3% of the aggregate outstanding principal amount of the then outstanding Notes of the related series and thereafter, the Owner Trustee, acting at the direction of the holders of Certificates evidencing 66 2/3% of the aggregate Certificate balance of the then outstanding Certificates of the related series, may waive any default of the Servicer in the performance of its obligations under the related Servicing Agreement and, upon any such waiver, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied for all purposes under the related Servicing Agreement. No such waiver will extend to any subsequent or other default.

Termination

The Servicing Agreement for each Issuing Entity 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 resignation or removal of the Servicer with respect to that SUBI in accordance with the terms of the related Servicing Agreement, which will effect a termination only with respect to the related SUBI Assets and not with respect to any other Titling Trust Assets.

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Amendment

The Servicing Agreement may be amended by the parties thereto without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Notes of that series voting together as a single class or (B) such amendment will not materially and adversely affect such Noteholders, and (ii) any amendment that materially and adversely affects the interests of the related Certificateholder, the Titling Trustee, the Delaware Trustee, the Indenture Trustee or the Owner Trustee will require the prior written consent of each person whose interests are adversely affected; provided, further, that an opinion of counsel is delivered to the Titling 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 related Issuing Entity. An amendment will be deemed not to materially and adversely affect the Noteholders of a series if (i) the Rating Agency Condition is satisfied with respect to such amendment or (ii) the Servicer delivers an officer’s certificate to the Indenture Trustee stating that the amendment will not materially and adversely affect such Noteholders. The consent of the Certificateholder of a series, the Delaware Trustee or the related Owner Trustee will be deemed to have been given if the Servicer does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Titling Trustee and the Indenture Trustee may, but will not be obligated to, enter into any such amendment that affects the Titling Trustee’s or the Indenture Trustee’s own rights, duties, liabilities or immunities under the Servicing Agreement or otherwise. Notwithstanding the foregoing, if a Hedge Agreement is entered into for any series of Notes, the related Servicing Agreement may not be amended in any way that would materially and adversely affect the rights of the related Hedge Counterparty without the consent of the Hedge Counterparty; provided that the Hedge Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Hedge Counterparty’s consent will be deemed to have been given if the Hedge Counterparty does not object in writing within 10 days of receipt of a written request for such consent.

Notwithstanding the foregoing, no amendment to the Servicing Agreement will (i) reduce the interest rate or aggregate outstanding principal amount of any Note, or change the due date of any installment of principal of or interest on any Note, or the Redemption Price, without the consent of the holder of such Note, or (ii) reduce the aggregate outstanding principal amount of the outstanding Notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal amount of the outstanding Notes which were required to consent to such matter before giving effect to such amendment.

Under the Servicing Agreement, neither the trustee of the UTI beneficiary, the Titling Trustee nor the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of the UTI beneficiary, the Titling Trustee and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of the UTI beneficiary, the Titling Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE TRUST ADMINISTRATION AGREEMENT

General

NMAC, in its capacity as administrative agent for each series of Notes (the “Administrative Agent”), will enter into an agreement (as amended and supplemented from time to time, a “Trust Administration Agreement”) with the related Issuing Entity and the Indenture Trustee pursuant to which the Administrative Agent will agree, to the extent provided in that Trust Administration Agreement, to perform the administrative obligations required to be performed by the related Issuing Entity or the Owner Trustee under the Indenture, the Trust Agreement, and certain other Basic Documents. 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 payment of compensation in an amount that will be set forth in the accompanying Prospectus Supplement, which fee will be paid by the Servicer and not from the proceeds of the Leases, Leased Vehicles or other Titling Trust Assets and which shall be solely an obligation of the Servicer. The Administrative Agent will pay the fees and expenses of the Trustees of each related Issuing Entity and each paying agent, if any, pursuant to the Trust Agreement and the Indenture. The Trust Administration Agreement will be governed by the laws of the State of New York.

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Amendment

The Trust Administration Agreement may be amended with the written consent of the Owner Trustee but without the consent of the Noteholders or the Certificateholder of a related series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Administration Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, that (i) such amendment will not materially and adversely affect such Noteholders. An amendment will be deemed not to materially and adversely affect such Noteholders if (i) the Administrative Agent or the Depositor delivers an officer’s certificate to the Indenture Trustee stating that the amendment will not materially and adversely affect such Noteholders, or (ii) the Rating Agency Condition has been satisfied with respect to such amendment. The Trust Administration Agreement may also be amended with the written consent of the Owner Trustee and, (i) in the case of any amendment that does not materially and adversely affect the Noteholders, the Certificateholders evidencing at least a majority of the aggregate Certificate balance for the related series, or (ii) the Noteholders evidencing at least a majority of the aggregate outstanding principal amount of Notes of the related series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of Trust Administration Agreement or of modifying in any manner the rights of Noteholders or Certificateholder that are not covered by the immediately preceding sentence; 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 Leases or distributions that are required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the percentage of the Noteholders or Certificateholders that are required to consent to any such amendment without the consent of the holders of all outstanding Notes and Certificates of the related series. Notwithstanding the foregoing, the Administrative Agent may not amend the Trust Administration Agreement without the permission of the Depositor, which permission will not be unreasonably withheld. Notwithstanding the foregoing, if a Hedge Agreement is entered into for any series of Notes, the Trust Administration Agreement may not be amended in any way that would materially and adversely affect the rights of the related Hedge Counterparty without the consent of the Hedge Counterparty; provided that the Hedge Counterparty’s consent to any such amendment shall not be unreasonably withheld, and provided, further that the Hedge Counterparty’s consent will be deemed to have been given if the Hedge Counterparty does not object in writing within 10 days of receipt of a written request for such consent.

DESCRIPTION OF THE HEDGE AGREEMENT

An Issuing Entity may enter into one or more currency swap agreements, interest rate swap agreements or interest rate cap agreements, or some combination thereof (each such agreement, with respect to an interest rate swap or a currency swap, a “Swap Agreement” or, with respect to an interest rate cap, a “Cap Agreement”, and, together with the Swap Agreement, collectively, each a “Hedge Agreement”) with NMAC or an unaffiliated third-party (in the case of a Swap Agreement, the “Swap Counterparty” or, in the case of a Cap Agreement, the “Cap Provider”, and, together with the Swap Counterparty, collectively, each a “Hedge Counterparty”), in order to reduce its exposure to currency and/or interest rate risks. The provisions of the Hedge Agreement, if any, will be described in the related Prospectus Supplement.

Payments Under the Hedge Agreement

In general and as described more specifically in the accompanying Prospectus Supplement, in respect of each Hedge Agreement entered into in respect of any interest rate swap transaction, on each Payment Date the Issuing Entity will be obligated to pay the Swap Counterparty a fixed rate payment based on a specified per annum fixed rate times the notional amount of such Hedge Agreement, and the Swap Counterparty will be obligated to pay a floating rate payment based on LIBOR times the same notional amount. Payments (other than swap termination payments) due under the Hedge Agreement between the Issuing Entity and the Swap Counterparty will be exchanged on a net basis under the Hedge Agreement.

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Defaults Under the Hedge Agreement

Events of default under the Hedge Agreement will include among other things: (i) the failure to make payments due under the Hedge Agreement, (ii) the occurrence of certain bankruptcy events of the Issuing Entity or certain bankruptcy or insolvency events of the Hedge Counterparty; and (iii) certain other standard events of default including misrepresentation and merger by the Hedge Counterparty without assumption of its obligations under the Hedge Agreement, all as further specified in the related Prospectus Supplement.

The Issuing Entity for each series of Notes will be required to give the related Indenture Trustee and each Rating Agency prompt written notice of each default under any Hedge Agreement on the part of the Cap Provider or Swap Counterparty, as applicable, under the related Hedge Agreement. In addition, on (i) any Payment Date on which the Issuing Entity for a series of Notes has not received from the Cap Provider or Swap Counterparty, as applicable, any amount due from the Cap Provider or Swap Counterparty on such Payment Date, (ii) the Business Day following any such Payment Date if the Issuing Entity has not yet received such amount due from the Cap Provider or Swap Counterparty, as applicable, or (iii) the Business Day on which such failure to pay by the Cap Provider or Swap Counterparty, as applicable, becomes an event of default under the related Hedge Agreement, the Issuing Entity of that series will be required to give immediate notice to the Cap Provider or Swap Counterparty, as applicable, the related Indenture Trustee and each Rating Agency.

Hedge Agreement Termination Events

Termination events under the Hedge Agreement may include, among other things, (i) illegality of the transactions contemplated by the Hedge Agreement, (ii) commencement of liquidation of the collateral (as described in the related Indenture) following an Indenture Default under the related Indenture, (iii) certain tax events, (iv) a merger or consolidation of the Hedge Counterparty into an entity with materially weaker creditworthiness, and (v) failure of the Hedge Counterparty to maintain its credit rating at certain levels, all as further specified in the related Prospectus Supplement.

Early Termination of the Hedge Agreement

Upon the occurrence of any event of default or termination event specified in the Hedge Agreement, the non-defaulting or non-affected party may elect to terminate the Hedge Agreement. If a Hedge Agreement is terminated due to an event of default or a termination event, a termination payment under the Hedge Agreement may be due to the Hedge Counterparty by the Issuing Entity or may be due to the Issuing Entity by the Hedge Counterparty.

ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI

The Titling Trust

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 depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you” in this Prospectus. 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 a SUBI. In addition, claims of a third party against the Titling Trust Assets, including the assets of a SUBI, 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 for a series of Notes, as more fully described under “Nissan Motor Acceptance Corporation — Contingent and Excess Liability Insurance” in this Prospectus.

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Structural Considerations

Unlike many structured financings in which the holders of the notes have a direct ownership interest or a perfected security interest in the underlying assets being securitized, the Issuing Entity for each series of Notes will not directly own the related SUBI Assets. Instead, the Titling Trust will own the Titling Trust Assets, including all 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 and all other SUBI Certificates). The primary asset of each Issuing Entity will be a SUBI Certificate evidencing a 100% beneficial interest in the related SUBI Assets, and the Indenture Trustee for that series of Notes will take action with respect thereto in the name of the Issuing Entity and on behalf of the related Noteholders and the Depositor. 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 allocated to a series of Notes 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 such SUBI Assets, and payments made on any Titling Trust Assets other than those SUBI Assets generally will not be available to make payments on the related series of Notes or to cover expenses of the Titling Trust allocable to such SUBI Assets.

Allocation of Titling Trust Liabilities

The Titling Trust Assets are and may in the future be comprised of several portfolios of assets of one or more SUBIs, together with the UTI Assets. The UTI Beneficiary 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 assets of a SUBI relating to a series of Notes, or relating to the assets of that SUBI 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 Issuing Entity for any series of Notes, 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 any unrelated SUBI Assets and to fully subordinate any claims to those SUBI Assets in the event that such waiver is not given effect. Similarly, the holders of a SUBI Certificate with respect to a given series of Notes, 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 “Description of the SUBI Trust Agreement — The SUBI, Other SUBIs and the UTI” in this Prospectus.

Each Issuing Entity and the related Indenture Trustee will not have a direct ownership interest in the related SUBI Assets or a perfected security interest in those SUBI Assets. As a result, claims of third-party creditors of the Titling Trust will generally take priority over the interests of the Trustees in such SUBI Assets. Potentially material examples of such claims could include:

(1) tax liens arising against the Depositor, NMAC, the Titling Trust, the UTI Beneficiary or the related Issuing Entity;

(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.

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See “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes,” “— A depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you,” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Law” in this Prospectus 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 Titling Trustee for the full amount of such taxes (other than taxes based on income). 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 Noteholders of a series 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 the general partner of the partnership to the extent necessary after giving effect to the payment of liabilities allocated severally to the holders of one or more SUBI Certificates. However, it is possible that the Noteholders of a series could incur a loss on their investment to the extent any such claim were allocable to an Issuing Entity as the holder of a SUBI Certificate, either because a lien arose in connection with the assets of the related SUBI 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

Each SUBI will be issued pursuant to the applicable SUBI Trust Agreement and will evidence a beneficial interest in the related SUBI Assets. The SUBI will not represent a direct legal 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 Legal Aspects of the Titling Trust and the SUBI — Allocation of Titling Trust Liabilities” in this Prospectus, payments made on or in respect of such other Titling Trust Assets will not be available to make payments on the Notes of a particular series or to cover expenses of the Titling Trust allocable to the related SUBI Assets. With respect to each series of Notes, the holders of the related SUBI Certificate (including the related Issuing Entity) will bear any liability to third parties arising from a Lease or the related Leased Vehicle allocated to that SUBI. If any such liability arises from a lease or leased vehicle that is an asset of an Other SUBI or the UTI, the Titling Trust Assets (including the SUBI Assets allocated to such series of Notes) will not be subject to this liability unless the assets of the Other SUBIs or the UTI 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 assets of the SUBI, may be available to satisfy such liabilities. Under these circumstances, investors in the related series of 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 assets of a SUBI rather than the Other SUBI Assets or UTI Assets, and the claim exceeds the value of the Other SUBI Assets and the UTI Assets, the Titling Trustee will be unable to reallocate the remaining Titling Trust Assets so that each portfolio of SUBI and UTI Assets will bear the expense of the claim as nearly as possible if the claim has been properly allocated. In such circumstances, investors in the related series of 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 assets of a particular SUBI 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 “Description of the SUBI Trust Agreement — The SUBI, the Other SUBIs and the UTI” in this Prospectus.

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 financings. Each holder or pledgee of the UTI or any Other SUBI will be required to expressly disclaim any interest in the assets already allocated to an existing SUBI, and to fully subordinate any claims to the related SUBI Assets in the event that this disclaimer is not given effect.

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The Issuing Entity for each series of Notes will own the related SUBI Certificate and, through such ownership, will have an indirect beneficial ownership interest in the Leases and the related Leased Vehicles. However, if a court of competent jurisdiction were to recharacterize the sale to the Issuing Entity of the SUBI Certificate as a financing, that Issuing Entity (or, during the term of the related Indenture, the Indenture Trustee) could instead be deemed to have a perfected security interest in the related SUBI Certificate, but in no event would the Issuing Entity or the Indenture Trustee be deemed to have a perfected security interest in the Leased Vehicles allocated to that SUBI. See “Risk Factors — A depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you” in this prospectus.

Insolvency Related Matters

As described under “Description of the SUBI Trust Agreement — The SUBI, Other SUBIs and the UTI” and “The SUBI” in this Prospectus, 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 allocated to a series of Notes and to fully subordinate any claims to such SUBI Assets in the event that disclaimer is not given effect. Although no assurances can be given, the Depositor believes that in the event of a bankruptcy of NMAC or the UTI Beneficiary, the SUBI Assets allocated to a series of Notes would not be treated as part of NMAC’s or the UTI Beneficiary’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 or the UTI Beneficiary under any insolvency laws will result in consolidation of the assets and liabilities of the Titling Trust, the Depositor or the related Issuing Entity with those of NMAC or the UTI Beneficiary. With respect to the Titling Trust, these steps include its creation as a separate, special purpose Delaware statutory trust of which the UTI Beneficiary 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 Depositor, 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 Depositor 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 a series of 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 Depositor or the related Issuing Entity should be consolidated with those of NMAC or the UTI Beneficiary in the event of the application of applicable insolvency laws to NMAC or the UTI Beneficiary,

• a filing were to be made under any insolvency law by or against the Titling Trust, the Depositor or the related Issuing Entity, or

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

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If a court were to conclude that the transfer of a SUBI Certificate from the UTI Beneficiary to the Depositor, or the transfer of that SUBI Certificate from the Depositor to the related Issuing Entity, was not a true sale, or that the Depositor and the related Issuing Entity should be treated as the same entity as NMAC or the UTI Beneficiary for bankruptcy purposes, any of the following could delay or prevent payments on the related series of 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 or the UTI Beneficiary’s property (that arose prior to the transfer of a Lease to the related Issuing Entity) having a prior claim on collections before the collections are used to make payments on the Notes or

• the related Issuing Entity 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 Depositor 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 ninety days prior to the filing of a bankruptcy case in respect of NMAC or one year with respect to transfers to affiliates. 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 any series of Notes. See “Risk Factors — A depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you” and “— Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party servicers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in this Prospectus.

On each Closing Date, special insolvency counsel to the Depositor, 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 statutes applicable to federal bankruptcy cases, if NMAC or the UTI Beneficiary 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 or the trust form of the UTI Beneficiary or the separateness of NMAC or the UTI Beneficiary, from the Titling Trust or the Issuing Entity of the related series of Notes so as to substantively consolidate the assets and liabilities of the Depositor, the Titling Trust, or the related Issuing Entity with the assets and liabilities of NMAC or the UTI Beneficiary. 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 Depositor will follow certain procedures in the conduct of its affairs, including maintaining separate records and books of account from those of NMAC or the UTI Beneficiary, not commingling its respective assets with those of NMAC or the UTI Beneficiary, doing business in a separate office from NMAC or the UTI Beneficiary and not holding itself out as having agreed to pay, or being liable for, the debts of NMAC or the UTI Beneficiary. In addition, such opinion will assume that except as expressly provided by the Titling Trust Agreement and the related 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 and the UTI Beneficiary generally will not guarantee the obligations of the Titling Trust, the Depositor or the Issuing Entity to third parties, and will not conduct the day-to-day business or activities of any thereof, other than in NMAC’s capacity as Servicer acting under and in accordance with the related Servicing Agreement or in NMAC’s capacity as Administrative Agent under the related Trust Administration Agreement. Each of NMAC, the Titling Trust, the UTI Beneficiary and the Depositor 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 NMAC, the Titling Trust, the UTI Beneficiary and the Depositor. 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 NMAC or the UTI Beneficiary, and a court were to order the substantive consolidation of the assets and liabilities of any of such entities with those of the Titling Trust, the Depositor or the Issuing Entity 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 related Issuing Entity, and therefore to the Noteholders and the Certificateholder of the related series, could occur. In addition, the SUBI Trust Agreement provides that following the occurrence of an Indenture Default resulting in acceleration of the Notes, the SUBI allocated to that series of Notes may be

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terminated by the Titling Trustee. In each case, the Titling Trustee will be required to distribute the related SUBI Assets to the holder of that SUBI Certificate. Because the Issuing Entity for each series of Notes has pledged its rights in and to the related SUBI Certificate to the Indenture Trustee of that series of Notes, 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 related series of Notes and the Certificates, and in such event, investors in that series of Notes could suffer a loss on their investment.

The UTI Beneficiary will treat its conveyance of each SUBI Certificate to the Depositor 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 each SUBI Certificate by the UTI Beneficiary to the Depositor should instead be treated as a pledge of that SUBI Certificate to secure a borrowing by the UTI Beneficiary, delays in payments of proceeds of that SUBI Certificate to the related Issuing Entity, and therefore to the related Noteholders, could occur or (should the court rule in favor of such position) reductions in the amount of such payments could result. On each Closing Date, special insolvency counsel to the Depositor, 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 related SUBI Certificate to the Depositor, the sale, transfer and assignment of that SUBI Certificate from the UTI Beneficiary to the Depositor would be characterized as a true sale, transfer and assignment, and that 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 Depositor will take the actions requisite to obtaining a security interest in each SUBI Certificate allocated to a series of Notes as against the UTI Beneficiary, which the Depositor will assign to the related Issuing Entity and the Issuing Entity will assign to the Indenture Trustee. The Indenture Trustee will perfect its security interest in that SUBI Certificate under the UCC by possession and/or by filing. Accordingly, if the conveyance of that SUBI Certificate by the UTI Beneficiary to the Depositor were not respected as an absolute sale, transfer and assignment, the Depositor (and ultimately the related Issuing Entity 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 that 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 depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you” in this Prospectus.

Dodd-Frank Orderly Liquidation Framework

General. On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation (“FDIC”) authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority (“OLA”) as described in more detail below. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the United States Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through further FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including NMAC, the UTI Beneficiary, the Depositor, or a related Issuing Entity, or its creditors.

Potential Applicability to NMAC, the UTI Beneficiary, the Depositor and Issuing Entities. There is uncertainty about which companies will be subject to OLA rather than the United States Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such

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company and its resolution under the United States Bankruptcy Code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

The UTI Beneficiary, the applicable Issuing Entity or the Depositor could also potentially be subject to the provisions of OLA as a “covered subsidiary” of NMAC. For the UTI Beneficiary, an Issuing Entity or the Depositor to be subject to receivership under OLA as a covered subsidiary of NMAC (1) the FDIC would have to be appointed as receiver for NMAC under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) the UTI Beneficiary, the applicable Issuing Entity or the Depositor is in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of NMAC.

There can be no assurance that the Secretary of the Treasury would not determine that the failure of NMAC would have serious adverse effects on financial stability in the United States. In addition, no assurance can be given that OLA would not apply to NMAC, the UTI Beneficiary, the Depositor or a related Issuing Entity or, if it were to apply, that the timing and amounts of payments to the related series of Noteholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under OLA. If the FDIC were appointed receiver of NMAC or of a covered subsidiary under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which NMAC or a covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of NMAC’s affairs. In January 2011, the then acting General Counsel of the FDIC (the “FDIC Counsel”) issued an advisory opinion respecting, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the FDIC Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the FDIC Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include NMAC or its subsidiaries (including the Depositor, or the applicable Issuing Entity), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the FDIC Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include NMAC or its subsidiaries (including the UTI Beneficiary, the Depositor, or the applicable Issuing Entity), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership assets transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. The advisory opinion also states that the FDIC Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, it remains in effect as of the date of this prospectus. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving NMAC or its subsidiaries (including the UTI Beneficiary, the Depositor or an Issuing Entity), are contrary to this advisory opinion, payment or distributions of principal and interest on the securities issued by the applicable Issuing Entity could be delayed or reduced.

Among the contracts that might be repudiated are the SUBI Certificate Transfer Agreement, Trust SUBI Certificate Transfer Agreement, the Servicing Agreement and the Administration Agreement. Under OLA, none of the parties to those contracts could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect NMAC’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of NMAC or of a covered subsidiary. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered company’s contracts or property is comparable to the “automatic stay” in bankruptcy.

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We will structure the transfers of each SUBI Certificate from the UTI Beneficiary to the Depositor, or the transfer of that SUBI Certificate from the Depositor to the related Issuing Entity contemplated hereby with the intent that they would be treated as legal true sales under applicable state law. If the transfers are so treated, based on the FDIC Counsel’s advisory opinion rendered in January 2011 and other applicable law, NMAC believes that the FDIC would not be able to recover the SUBI Assets allocated to a series of Notes using its repudiation power because they would not be treated as part of NMAC’s or the UTI Beneficiary’s estate for bankruptcy purposes. However, if those transfers were not respected as legal true sales, then the transfers of each SUBI Certificate would be treated as secured loans. The FDIC, as receiver, generally has the power to repudiate secured loans and then recover the collateral after paying damages to the lenders. If an Issuing Entity were placed in receivership under OLA, this repudiation power would extend to the notes issued by such Issuing Entity. The amount of damages that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as receiver. There is no general statutory definition of “actual direct compensatory damages” in this context, but the term does not include damages for lost profits or opportunity. However, under OLA, in the case of any debt for borrowed money, actual direct compensatory damages is no less than the amount lent plus accrued interest plus any accreted original issue discount as of the date the FDIC was appointed receiver and, to the extent that an allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

Regardless of whether the transfers under the related SUBI Certificate Transfer Agreement or the related Trust SUBI Certificate Transfer Agreement for a series of notes are respected as legal true sales, as receiver for NMAC or a covered subsidiary the FDIC could:

• require the applicable Issuing Entity, as assignee under the related Trust SUBI Certificate Transfer Agreement, to go through an administrative claims procedure to establish its rights to payments collected on the SUBI Assets;

• if an Issuing Entity were a covered subsidiary, require the related Indenture Trustee or the holders of the related series of Notes to go through an administrative claims procedure to establish its rights to payments on the Notes;

• request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against NMAC or a covered subsidiary (including the UTI Beneficiary, the Depositor or an Issuing Entity);

• repudiate NMAC’s ongoing servicing obligations under the related Servicing Agreement, such as its duty to collect and remit payments or otherwise service the Leases and Leased Vehicles; or

• prior to any such repudiation of a servicing agreement, prevent any of the related Indenture Trustee or the holders of the related series of Notes from appointing a successor servicer.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC, and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which NMAC or a covered subsidiary (including the UTI Beneficiary, the Depositor or any Issuing Entity) that is subject to OLA is a party, or to obtain possession of or exercise control over any property of NMAC or any covered subsidiary or affect any contractual rights of NMAC or a covered subsidiary (including the UTI Beneficiary, the Depositor or any Issuing Entity) that is subject to OLA, without the consent of the FDIC for 90 days after appointment of FDIC as receiver.

If an Issuing Entity were itself to become subject to OLA as a covered subsidiary, the FDIC may repudiate the debt of such Issuing Entity. In such an event, the related series of Noteholders would have a secured claim in the receivership of the Issuing Entity or “actual direct compensatory damages” as described above but delays in payments on such series of Notes would occur and possible reductions in the amount of those payments could occur.

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If the FDIC, as receiver for NMAC, the UTI Beneficiary, the Depositor or the applicable Issuing Entity, were to take any of the actions described above, payments or distributions of principal and interest on the securities issued by the applicable Issuing Entity would be delayed and may be reduced.

FDIC’s Avoidance Power Under OLA. The proceedings, standards and many substantive provisions of OLA relating to preferential transfers differ from those of the United States Bankruptcy Code. If NMAC or its affiliates were to become subject to OLA, there is an interpretation under OLA that previous transfers of receivables by NMAC perfected for purposes of state law and the United States Bankruptcy Code could nevertheless be avoided as preferential transfers.

In December 2010, the FDIC Counsel issued an advisory opinion providing an interpretation of OLA which concludes that the treatment of preferential transfers under OLA was intended to be consistent with, and should be interpreted in a manner consistent with, the related provisions under the United States Bankruptcy Code. In addition, on July 6, 2011, the FDIC issued a final rule that, among other things, codified the FDIC Counsel’s interpretation. Based on the FDIC Counsel’s interpretation of the preference provisions of OLA and the final rule, the transfer of the receivables by NMAC would not be avoidable by the FDIC as a preference under OLA. To the extent subsequent FDIC actions in an OLA proceeding are contrary to the final rule, payment or distributions of principal and interest on the securities issued by the applicable Issuing Entity could be delayed or reduced.

ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES

Security Interests

Various liens such as those discussed under “Additional Legal Aspects of the Titling Trust and the SUBI — Allocation of Titling Trust Liabilities” in this Prospectus could be imposed upon all or part of the SUBI Assets allocated to a series of Notes (including the related Leased Vehicles) that, by operation of law, would take priority over the related Indenture Trustee’s interest therein. For a discussion of the risks associated with third-party liens on Leases and Leased Vehicles allocated to a series of Notes, see “Risk Factors — Interest of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes” in this Prospectus. Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the related Issuing Entity could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Depositor prior to any perfection of the transfer of the assets transferred by the Depositor to the related Issuing Entity, pursuant to the Trust SUBI Certificate Transfer Agreement. See “Risk Factors — A depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you” in this Prospectus.

Repossession of Leased Vehicles

If a lessee defaults on its lease, the Servicer will have all the remedies of a lessor under the UCC, except where specifically limited by other state laws. These remedies include the right to perform self-help repossession unless it would constitute a breach of the peace or unless prohibited by state law. Self-help repossession is the method used by NMAC in most cases and usually is accomplished by using an independent contractor to take possession of the leased vehicle. In cases where the lessee objects or raises a defense to repossession, or if otherwise required by state law, NMAC may have to obtain a court order before repossessing the vehicle.

If a lessee is in default on its lease, some states require that the lessor notify the lessee of the default and give the lessee a time period to cure the default prior to repossession. In NMAC’s experience, this right to cure is exercised by only a limited number of lessees.

Upon repossession of a vehicle, the UCC and other state laws require the lessor to provide the lessee with reasonable notice of the date, time, and place of any public sale and/or the date after which any private sale of the leased vehicle may be held. The lessee has the right to cure the default under the lease prior to sale by paying the lessor the past due amounts owed under the lease plus reasonable expenses for repossessing, holding, and preparing the vehicle for disposition and arranging for the sale, including attorney’s fees when allowed by law.

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Deficiency Judgments

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.

Consumer Protection Law

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, enforced by the Consumer Financial Protection Bureau, for example, require that a number of disclosures be made at the time a vehicle is leased, including:

(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, except for the State of Louisiana, 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 Issuing Entity of a series as holder of the related 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

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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 described under “The Leases — General” in this Prospectus, NMAC will represent and warrant to the Trustees as of the applicable Cutoff Date that the related 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 federal Servicemembers Civil Relief Act and similar laws of many states may provide relief to members armed services, including members of the Army, Navy, Air Force, Marines, National Guard, Reservists, Coast Guard and officers of the National Oceanic and Atmospheric Administration and officers of the U.S. Public Health Service assigned to duty with the military, on active duty, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including nonpayment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at any time after commencement of active duty if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days; or (ii) the lessee, while in the military, executes a lease of a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or for deployment for active duty for a period of not less than 180 days. No early termination charge may be imposed on the lessee for such termination. No information can be provided as to the number of Leases that may be affected by these laws. In addition, current military operations of the United States, including military operations overseas have persons in reserve status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the Servicer to repossess a defaulted vehicle during the lessee’s period of active duty status. 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 obligations to make payments is 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 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 applicable SUBI Collection Account unless the breach is cured in all material respects. See “The Leases — Representations, Warranties and Covenants” in this Prospectus for further information regarding the foregoing representations and warranties and the Servicer’s obligations with respect thereto.

Other Limitations

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.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Notes of any series, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of tax counsel to each Issuing Entity with respect to the related series on the material matters associated with those consequences, subject to the qualifications set forth in

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this Prospectus. This discussion is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or non-U.S. tax laws, any income tax treaties or any other U.S. federal income tax laws, including U.S. federal estate and gift tax laws. Prospective beneficial owners of the Notes (the “Note Owners”) should consult their own tax advisor with regard to the application of the tax consequences discussed herein to their particular situation and the application of any non-U.S. or U.S. federal, state and local tax and tax treaties, including income, gift and estate tax laws. “Tax Counsel” with respect to each Issuing Entity will be identified in the applicable prospectus supplement. The summary does not purport to deal with federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules. For example, it does not discuss the tax treatment of investors that are insurance companies, regulated investment companies or dealers or traders in securities, persons subject to the alternative minimum tax, U.S. expatriates, banks, financial institutions, “controlled foreign corporations,” “passive foreign investment companies,” disregarded entities, partnerships or other pass-through entities. Moreover, there are no cases or Internal Revenue Service (“IRS”) rulings on similar transactions involving debt interests issued by an Issuing Entity with terms similar to those of the Notes. As a result, the IRS may disagree with all or a part of the discussion below. It is suggested that prospective investors 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.

The following summary is based upon current provisions of the Code, the Treasury regulations promulgated under the Code and judicial or ruling authority, all of which are subject to change, which change may be retroactive. Each Issuing Entity will be provided with an opinion of Tax Counsel regarding the federal income tax matters discussed below. An opinion of Tax Counsel, however, is not binding on the IRS or the courts. No ruling on any of the issues discussed below will be sought from the IRS. For purposes of the following summary, references to the Issuing Entity, the Notes, parties and documents shall be deemed to refer to each Issuing Entity and the Notes, parties and documents applicable to that Issuing Entity.

Treatment of the Issuing Entity

Unless disclosed otherwise in the related Prospectus Supplement, Tax Counsel will provide an opinion (based on such assumptions, representations and limitations as are set forth therein) that the Issuing Entity will not be classified as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. As discussed above, any such opinion is not binding on the IRS or the courts. If a court were to determine, contrary to the opinion of Tax Counsel, that an Issuing Entity were taxable as a corporation, such Issuing Entity would be taxable on its net income with the result that its ability to make payments of principal and interest with respect to the Notes could be adversely affected.

Tax Consequences to Owners of the Notes

Treatment of the Notes as Indebtedness. The Depositor and any Noteholders will agree, and the Note Owners will agree by their purchase of Notes, to treat the Notes as debt for federal income tax purposes (other than Notes retained by the Depositor or transferred to any affiliates that are treated as the same person as the Depositor for federal income tax purposes, if any). Tax Counsel will, except as otherwise provided in the related Prospectus Supplement, deliver its opinion (based on such assumptions, representations and limitations as set forth therein) that the Notes will be classified as debt for federal income tax purposes (other than Notes retained by the Depositor or transferred to any affiliates that are treated as the same person as the Depositor for federal income tax purposes, if any). The discussion below assumes this characterization of the Notes is correct.

Stated Interest. Unless disclosed otherwise in the related Prospectus Supplement, 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.

Original Issue Discount. 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% 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 persons other than bond houses, brokers or

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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.

Except as otherwise set forth in the related Prospectus Supplement, 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” within the meaning of the Code. 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.

Market Discount. 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 OID, 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 such election will apply to all debt instruments acquired by the taxpayer on or after the first day of the first taxable year to which such election applies. The adjusted basis of a Note subject to such election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a sale or taxable disposition.

Amortizable Bond Premium. 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.

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Acquisition Premium. A Note Owner that purchases in a secondary market a Note that was originally issued with OID for an amount less than or equal to the sum of all amounts payable on the Note after the purchase date other than payments of qualified stated interest but in excess of its adjusted issue price (any such excess being “acquisition premium”) and that does not make the election described below under “Total Accrual Election” is permitted to reduce the daily portions of OID, if any, by a fraction, the numerator of which is the excess of the Note Owner’s adjusted basis in the Note immediately after its purchase over the adjusted issue price of the Note, and the denominator of which is the excess of the sum of all amounts payable on the Note after the purchase date, other than payments of qualified stated interest, over the Note’s adjusted issue price.

Short Term Debt. 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:

1. an accrual method taxpayer;

2. a bank;

3. a broker or dealer that holds the Note as inventory;

4. a regulated investment company or common trust fund; or

5. the beneficial owner of certain 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 obligations having a maturity of one year or less held by the owner in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a Note on a straight-line basis, unless the owner irrevocably elects, under Treasury regulations, to apply a constant interest method, using the owner’s yield to maturity and daily compounding.

Total Accrual Election. 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 above 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.

Sale or Other Disposition. If a Note Owner sells a Note, the Note Owner will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the Note Owner’s adjusted tax basis in the Note. The adjusted tax basis of a Note to a particular Note Owner will equal the Note Owner’s cost for the Note, increased by any market discount, OID and gain previously included in income by that Note Owner with respect to the Note and decreased by the amount of bond premium, if any, previously amortized and by the amount of payments of principal and OID previously received by that Note Owner with respect to the Note. Any such gain or loss, and any gain or loss recognized on a prepayment of the Notes, will be capital gain or loss if the Note was held as a capital asset (except for gain representing accrued interest and income), and will be long-term or short-term

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depending on whether the Note has been owned for the long-term capital gain holding period (currently, more than one year). For non-corporate Note Owners, capital gain recognized on the sale or other disposition of a Note held for more than one year will be taxed at a maximum rate of 15% (20% for taxable years beginning after December 31, 2012). Capital gain for a Note held for one year or less is taxed at the rates applicable to ordinary income. Note Owners must aggregate capital gains and losses for each taxable year. In the event a Note Owner realizes a net capital loss for any year there are limitations on the amount of these capital losses which can be deducted. Capital losses generally may be used only to offset capital gains.

Net Investment Income. Recently enacted legislation generally imposes a tax of 3.8% on the “net investment income” of certain individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. Noteholders should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Foreign Owners. Interest paid (or accrued) to a Note Owner who is not a U.S. Person, as defined below, (a “Foreign Owner”) generally will be considered “portfolio interest,” and generally will not be subject to United States federal income tax and withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Foreign Owner and

1. the Foreign Owner is not actually or constructively a “10% shareholder” of the Issuing Entity (including a holder of 10% of the outstanding Certificates), or the Depositor or a “controlled foreign corporation” with respect to which the Issuing Entity or the Depositor is a “related person” within the meaning of the Code;

2. the Foreign Owner is not a bank receiving interest described in Section 881(c)(3)(A) of the Code; and

3. the interest is not contingent interest described in Section 871(h)(4) of the Code.

To qualify for the exemption from taxation, the Foreign Owner must provide the applicable Trustee or other person who is otherwise required to withhold U.S. tax with respect to the Notes with an appropriate statement (on the applicable IRS Form W-8 or an appropriate substitute form), signed under penalties of perjury, certifying that the Note Owner is a Foreign Owner and providing the Foreign Owner’s name and address. If a Note is held through a securities clearing organization or other financial institution, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by the applicable IRS Form W-8 or an appropriate substitute form provided by the Foreign Owner and the Foreign Owner must notify the financial institution acting on its behalf of any changes to the information on the applicable IRS Form W-8 (or an appropriate substitute form) within 30 days of that change. If interest paid to a Foreign Owner is not considered portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable tax treaty. In order to claim the benefit of any applicable tax treaty, the Foreign Owner must provide the applicable Trustee or other person who is required to withhold U.S. tax with respect to the Notes with an appropriate statement (on the applicable IRS Form W-8BEN or an appropriate substitute form), signed under penalties of perjury, certifying that the Foreign Owner is entitled to benefits under the treaty.

The certification requirements described above may require a Foreign Owner that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide (and obtain if necessary) a US taxpayer identification number.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by a Foreign Owner will be exempt from United States federal income and withholding tax, provided that (1) that gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Owner (or, if provided by an applicable income tax treaty, is not attributable to a permanent establishment or fixed base maintained by the Foreign Owner within the U.S.) and (2) in the case of an individual Foreign Owner, the Foreign Owner is not present in the United States for 183 days or more.

100

As used in this Prospectus, a “U.S. Person” means:

1. an individual citizen or resident of the United States, including an alien individual who is described in Section 7701(b)(1)(A) of the Code;

2. a corporation or a partnership organized in or under the laws of the United States or any political subdivision thereof;

3. an estate, the income of which is includible in gross income for federal income tax purposes regardless of source; or

4. a trust if (a) a court within the U.S. 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 and has elected to be treated as a domestic trust pursuant to the Code, despite not meeting the requirements described in clause (a).

Backup Withholding. Each Note Owner (other than an exempt Note Owner such as a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident) will be required to provide, under penalties of perjury, a certificate (on the applicable IRS Form W-9 or an appropriate substitute form) providing the Note Owner’s name, address, correct federal taxpayer identification number and a statement that the Note Owner is not subject to backup withholding. Should a nonexempt Note Owner fail to provide the required certification, the related Issuing Entity will be required to withhold currently at a rate of 28% of the amount otherwise payable to the Note Owner, and remit the withheld amount to the IRS as a credit against the Note Owner’s federal income tax liability. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the investor’s U.S. federal income tax liability provided the required information is furnished to the IRS.

FATCA. The foreign account tax compliance provisions of the Hiring Incentives to Restore Employment (HIRE) Act (such provisions commonly known as “(“FATCA”) significantly change the reporting requirements imposed on certain foreign persons, including certain foreign financial institutions and certain other foreign entities. Such foreign persons must comply with new information gathering and reporting rules with respect to their U.S. account holders and investors, and in the case of certain foreign financial institutions, may be required to enter into agreements with the IRS or comply with an applicable intergovernmental agreement pursuant to which such foreign financial institution must gather and report certain information to the IRS and withhold U.S. tax from certain payments made by it. Such foreign persons that fail to comply with the FATCA requirements will be subject to a new 30% withholding tax on U.S. source payments, including interest and original issue discount, and on gross proceeds from the sale of any equity or debt instruments of U.S. issuers. Such withholding could apply to payments regardless of whether they are made to such foreign person in its capacity as a holder of a Note or in a capacity of holding a Note for the account of another. The Issuing Entity will not pay additional amounts in respect of FATCA withholding tax. Accordingly, if a Note Owner (or possibly an intermediary through which a Note Owner holds its Notes) is subject to FATCA withholding, a Note Owner will receive significantly less than the amount that a Note Owner would have otherwise received with respect to the Notes. This withholding tax on U.S. source income will not be imposed with respect to payments made prior to July 1, 2014 and the withholding tax on gross proceeds from a disposition of equity or debt instruments of U.S. issuers will not be imposed with respect to payments made prior to January 1, 2017. In addition, under a “grandfathering” rule, this withholding tax will not apply to payments (of interest or gross proceeds) on a debt instrument that is outstanding on July 1, 2014 (except to the extent that such instrument is modified after such date in a manner that results in such instrument being treated as a new debt instrument for federal income tax purposes). It is suggested that prospective investors consult their own tax advisors regarding the possible implications of this legislation on their particular circumstances.

Possible Alternative Treatments of the Notes and the Issuing Entity. Although, as discussed above, it is the opinion of Tax Counsel that the Notes will be characterized as indebtedness for federal income tax purposes, the IRS may take a contrary position. If the IRS were to contend successfully that any class or series of Notes were not debt for federal income tax purposes, such Notes might be treated as equity interests in the Issuing Entity. As a result, even if the Depositor or some other single person or entity was the sole Certificateholder of the Issuing Entity, the Issuing Entity would be considered to have multiple equity owners and might be classified for federal income tax purposes as a partnership. Except as described below, a partnership is generally not subject to an entity level tax for federal income tax purposes, while an association or corporation is subject to an entity level tax.

101

If the Issuing Entity were treated as a partnership (which most likely would not be treated as a publicly traded partnership taxable as a corporation) and one or more classes of Notes were treated as equity interests in that partnership, each item of income, gain, loss, deduction, and credit generated through the ownership of the receivables by the partnership would be passed through to the partners, including the affected Note Owners, according to their respective interests therein. Under current law, the income reportable by Note Owners treated as partners in such a partnership could differ from the income reportable by the Note Owners as holders of debt. Generally, such differences are not expected to be material; however, certain Note Owners may have adverse tax consequences. For example, cash basis Note Owners might be required to report income when it accrues to the partnership rather than when it is received by the Note Owner. Any income allocated to a Note Owner that is a tax-exempt entity may constitute unrelated business taxable income. All Note Owners treated as partners would be taxed on the partnership income regardless of when distributions are made to the Note Owners. An individual Note Owner’s ability to deduct the Note Owner’s share of partnership expenses would be subject to the 2% miscellaneous itemized deduction floor. A foreign investor in the Notes might be required to file a United States individual or corporate income tax return, as the case may be, and could be subject to tax (and withholding at the top marginal rate, currently 39.6%) on its share of partnership income at regular United States rates including, in the case of a corporation, the branch profits tax.

If, alternatively, the Issuing Entity were treated as a publicly traded partnership taxable as a corporation, the Issuing Entity would be subject to federal income taxes at corporate tax rates on its taxable income generated by ownership of the receivables. Moreover, distributions by the Issuing Entity to all or some of the classes of Note Owners would probably not be deductible in computing the Issuing Entity’s taxable income and all or part of the distributions to Note Owners would probably be treated as dividends. Such an entity-level tax could result in reduced distributions to Note Owners and the Note Owners could be liable for a share of such tax. To the extent distributions on such Notes were treated as dividends, a Foreign Owner would generally be subject to tax (and withholding) on the gross amount of such dividends at a rate of 30% unless reduced or eliminated pursuant to an applicable income tax treaty.

State and Local Tax Considerations

The above discussion does not address the tax treatment of any Issuing Entity, Notes, or Note Owners under any state or local tax laws. The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place throughout the United States and, therefore, many different state and local tax regimes potentially apply to different portions of these transactions. Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any Issuing Entity as well as any state and local tax consequences for them of purchasing, holding and disposing of Notes.

The federal and state tax discussions set forth above are included for general information only and may not be applicable depending upon your particular tax situation. It is suggested that you consult your tax advisor with respect to the tax consequences to you of the purchase, ownership and disposition of 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.

102

ERISA CONSIDERATIONS

General

This summary is based on provisions of ERISA and the Code as of the date hereof. This summary does not purport to be complete and is qualified in its entirety by reference to ERISA and the Code and any law applicable to a prospective investor that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code. No assurance can be given that future legislation, administrative regulations or court decisions will not significantly modify the requirements summarized herein. Any such changes may be retroactive and thereby apply to transactions entered into prior to the date of their enactment or release.

Section 406 of ERISA and Section 4975 of the Code prohibit Benefit Plan Investors from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code with respect to such Benefit Plan Investor. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and Section 4975 of the Code for such persons or the fiduciaries of the Benefit Plan Investor. In addition, Title I of ERISA requires fiduciaries of a Benefit Plan Investor subject to Title I of ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents. Employee benefit plans that are “governmental plans” (as defined in Section 3(32) of ERISA) are not subject to the fiduciary and prohibited transaction provisions of ERISA or Section 4975 of the Code. However, such plans may be subject to similar restrictions under state, local or other laws that are similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Laws”).

Certain transactions involving the Issuing Entity might be deemed to constitute prohibited transactions under ERISA and Section 4975 of the Code with respect to a Benefit Plan Investor that acquired a Note if assets of the Issuing Entity were deemed to be assets of the Benefit Plan Investor. Under a regulation issued by the United States Department of Labor, as modified by Section 3(42) of ERISA (the “Regulation”), the assets of the Issuing Entity would be treated as plan assets of a Benefit Plan Investor for the purposes of ERISA and the Code only if the Benefit Plan Investor acquired an “equity interest” in the Issuing Entity and none of the exceptions to plan assets treatment contained in the Regulation were applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, assuming the Notes constitute debt for local law purposes, it is anticipated that, at the time of their issuance, the Notes should be treated as indebtedness of the Issuing Entity without substantial equity features for purposes of the Regulation. This determination that the Notes should be treated as indebtedness without substantial equity features is based upon the traditional debt features of the Notes, including the reasonable expectation of purchasers of the Notes that the Notes will be repaid when due, traditional default remedies, as well as the absence of conversion rights, warrants and other typical equity features and the assignment of an “investment grade” rating to the likelihood of payment of the stated principal and interest on the Notes at the time of the issuance. The debt treatment of the Notes for ERISA purposes could change if the Issuing Entity incurs losses. This risk of recharacterization is enhanced for Notes that are subordinated to other classes of securities.

However, without regard to whether the Notes are treated as an equity interest of the Issuing Entity for purposes of the Regulation, the acquisition or holding of Notes by or on behalf of a Benefit Plan Investor could be considered to give rise to a non-exempt prohibited transaction if the Issuing Entity, the Depositor, the Sponsor, the Administrative Agent, the Servicer, any Hedge Counterparty, the Titling Trustee, the Owner Trustee, the Indenture Trustee, the Trust Agent or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such Benefit Plan Investor, is the sponsor of such Benefit Plan Investor or is a fiduciary acting on behalf of the Benefit Plan Investor in connection with the acquisition or holding of the Notes. Certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of Notes by a Benefit Plan Investor, depending on the type and circumstances of the plan fiduciary making the decision to acquire a Note or the type of party in interest involved in the transaction. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by certain “in-house asset managers”; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts; and PTCE 84-14, as amended, regarding transactions effected by “qualified professional asset managers.” In addition to the class exemptions listed above, there is a statutory exemption under Section 408(b)(17) of ERISA and

103

Section 4975(d)(20) of the Code for prohibited transactions between a Benefit Plan Investor and a person or entity that is a party in interest to such Benefit Plan Investor solely by reason of providing services to the Benefit Plan Investor (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the Benefit Plan Investor involved in the transaction), provided that there is adequate consideration for the transaction.

A purchaser of the 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 may not cover all acts that might be construed as prohibited transactions. For example, to the extent the Issuing Entity, the Servicer, the Sponsor, the Administrative Agent, the Owner Trustee, the Depositor, any Hedge Counterparty, the Indenture Trustee, the Delaware Trustee, the Titling Trustee, the Trust Agent or any of their respective affiliates has investment discretion to invest the assets of a Benefit Plan Investor in the Notes, gives investment advice with respect to the Benefit Plan Investor’s investment in the Notes or is an employer maintaining or contributing to the Benefit Plan Investor, the above exemptions likely would not cover the Benefit Plan Investor’s investment in the Notes and, as a result, the investment in the Notes might give rise to a non-exempt prohibited transaction. There can be no assurance that any of these exemptions, or any other exemption, will be available with respect to any particular transaction involving the Notes and prospective purchasers that are Benefit Plan Investors should consult with their advisors regarding the applicability of any such exemption.

By acquiring a Note (or any interest therein), each purchaser and transferee will be deemed to represent, warrant and covenant (on the date of acquisition of a Note (or any interest therein) and throughout the period of holding such Note (or interest therein)) that either (a) it is not, and is not acting on behalf of, a Plan, or (b)(i) the Note is rated at least “investment grade” by a nationally recognized statistical rating agency at the time of acquisition and (ii) the acquisition, holding and disposition of the Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation of any Similar Law. Benefit Plan Investors may not acquire the Notes at any time that the rating on the Notes are below “investment grade.” Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA’s fiduciary or prohibited transaction requirements. Governmental plans, however, may be subject to Similar Law. This summary does not include a discussion of any such laws and a prospective investor that is a governmental plan should consult its legal advisors regarding the application of such laws to the acquisition of Notes.

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

104

UNDERWRITING

On the terms and conditions set forth in an underwriting agreement with respect to the Notes of a given series (the “Underwriting Agreement”), the Depositor will sell to the underwriters named in the Underwriting Agreement and in the accompanying Prospectus Supplement, and each of those underwriters will severally agree to purchase, the principal amount of each class of Notes the related series set forth in the Underwriting Agreement and in the accompanying Prospectus Supplement.

In each Underwriting Agreement with respect to any given series of Notes, the several underwriters will agree, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Notes described in the Underwriting Agreement which are offered by this Prospectus and by the accompanying Prospectus Supplement if any of those Notes are purchased.

Each Prospectus Supplement will either (1) set forth the price at which each class of Notes being offered by that Prospectus Supplement will be offered to the public and any concessions that may be offered to some dealers participating in the offering of those Notes, or (2) specify that the related Notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of that sale. After the initial public offering of those Notes, those public offering prices and those concessions may be changed.

The Underwriting Agreement will provide that the Depositor and NMAC will indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect thereof.

Each Issuing Entity may, from time to time, invest the funds in Accounts in eligible investments acquired from the underwriters. Pursuant to each Underwriting Agreement with respect to a given series of Notes and Certificates, the closing of the sale of any class of Notes subject to that Underwriting Agreement will be conditioned on the closing of the sale of all other classes of Notes of that series. The place and time of delivery of any series of Notes with respect to which this Prospectus is delivered will be set forth in the accompanying Prospectus Supplement.

One of the underwriters, or its affiliate, may be a Hedge Counterparty.

LEGAL OPINIONS

Certain legal matters relating to the Notes of any series, including the legality of such Notes will be passed upon for the related Issuing Entity, the Depositor and the Servicer by the general counsel of the Servicer and any other legal counsel identified in the accompanying Prospectus Supplement. In addition, certain United States federal and tax and other matters will be passed upon for the related Issuing Entity by the legal counsel identified in the accompanying Prospectus Supplement.

105

INDEX OF PRINCIPAL TERMS

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 may be found.

30/360	51
account	33
acquisition premium	99
Actual/360	51
Actual/Actual	51
Administrative Agent	84
Administrative Charges	80
Administrative Lien	28
Advance	78
Asset-Backed Securitization	34
Auction Proceeds	75
Base Residual	29
Basic Documents	53
Basic Servicing Agreement	27
Beneficial Owner	55
Benefit Plan Investor	11
Business Day	50
Calculation Agent	51
Cap Agreement	85
Cap Provider	85
Casualty Termination	45
Cede	49
Certificateholder	66
Certificates	25
class	49
Clearstream Banking Luxembourg	54
Clearstream Banking Participants	56
Closing Date	26
Code	11, 61
Collateral	31
Collection Account	74
Collection Period	76
Collections	75
Contingent and Excess Liability Insurance	40
Cooperative	57
credit enhancement	7
Credit Termination	44
Cutoff Date	30
Dealer	25
Dealers	25
Defaulted Vehicle	77
Definitive Notes	57
Delaware Trustee	27
Depositaries	54
Depositor	25
Direct Participants	55
Disposition Amount	43
Disposition Expenses	45
Dodd-Frank Act	91
DTC	49
DTCC	55

Early Lease Terminations	45
Early Termination Charge	44
Early Termination Purchase Option Price	75
ERISA	11
Euroclear	54
Euroclear Operator	54
Euroclear Participants	56
Excess Mileage and Excess Wear and Tear Charges	38
FATCA	101
FDIC	91
FDIC Counsel	92
Fixed Rate Notes	50
Floating Rate Notes	50
floorplan receivables	33
Foreign Owner	100
gross payoff	39
Hedge Agreement	85
Hedge Counterparty	85
Indemnified Parties	68
Indenture	49
Indenture Default	59
Index Currency	51
Indirect Participants	55
insolvency laws	86
Insurance Expenses	47
Insurance Proceeds	45
Interest Reset Date	50
Interest Reset Period	50
IRS	97
Issuing Entity	25
Issuing Entity’s Estate	26
LCN	38
Lease Maturity Date	41
Lease Rate	43
Lease Term	43
Leased Vehicles	26
Leases	26
Lemon Law	95
Lessee Initiated Early Termination	44
LIBOR	50
Liquidated Lease	79
Liquidation Expenses	79
Liquidation Proceeds	75
LKE	42
London Business Day	50
loss	72
Matured Vehicle	77
Monthly Early Termination Sale Proceeds	75
Monthly Payment	43
Monthly Payment Advance	78

106

Monthly Sales Proceeds	76
Monthly Scheduled Termination Sale Proceeds	76
NALL II	31
NARC II	35
Net Auction Proceeds	76
Net Insurance Proceeds	47
Net Liquidation Proceeds	42
NMAC	25
NMAC Remarketing	39
NML	33
NNA	33
Note Factor	48
Note Owners	97
Noteholder	49
Notes	25
NWRC II	36
OID	97
OLA	91
Optional Purchase	68
Other SUBI	27
Other SUBI Assets	70
Other SUBI Certificates	27
Payment Ahead	76
Payment Date	49
Plans	11
Pooling Agreements	31
portfolio interest	100
Prospectus	25
Prospectus Supplement	25
PTCE	103
Public ABS Transaction	40
Pull-Forward	41
Pull-Forward Payment	42
Purchase Agreements	31
QI	42
Rating Agency	40
Rating Agency Condition	65
Reallocation Payments	42
Receivables	31
Recoveries	76
Registration Statement	iv
Regulation	103
Reimbursable Expenses	76
Remaining Net Auction Proceeds	76
Remaining Payoffs	76
Replacement Vehicles	42
Repurchase Payments	29
Residual Value Surplus	76

Restricted Jurisdiction	29
Retained Notes	49
RPM	39
Sales Proceeds Advance	78
SEC	iv
Securities	25
Securities Act	36
Securitization Value	38
Securitized Financing	53
Security Deposit	45
Securityholders	66
Servicer	27
Servicer Default	81
Servicing Agreement	30
Similar Laws	103
Sponsor	40
Spread	50
Strip Notes	49
SUBI	6, 26
SUBI Assets	26
SUBI Certificate	26
SUBI Certificate Transfer Agreement	30
SUBI Supplement	30
SUBI Trust Agreement	30
Swap Agreement	85
Swap Counterparty	85
TARGET system	50
Tax Counsel	97
Term Extension	29
Terms and Conditions	57
TIA	62
Titling Trust	25
Titling Trust Agreement	27
Titling Trust Assets	28
Titling Trustee	27
Trust Administration Agreement	84
Trust Agent	27
Trust Agreement	25
Trust Certificateholders	68
Trust SUBI Certificate Transfer Agreement	30
U.S. Bank	27
U.S. Person	101
UCC	33
Underwriting Agreement	105
UTI	26
UTI Assets	70
UTI Beneficiary	26
UTI Certificates	27

107

$[•]

NISSAN AUTO LEASE TRUST

20[•]-[•]

Issuing Entity

[Asset Backed Notes, Class A-1a Notes]

$[•]

[Asset Backed Notes, Class A-1b Notes]

$[•]

[Asset Backed Notes, Class A-2a Notes]

$[•]

[Asset Backed Notes, Class A-2b Notes]

$[•]

[Asset Backed Notes, Class A-3a Notes]

$[•]

[Asset Backed Notes, Class A-3b Notes]

$[•]

[Asset Backed Notes, Class A-4a Notes]

$[•]

[Asset Backed Notes, Class A-4b Notes]

$[•]

Nissan Auto Leasing LLC II

Depositor

Nissan Motor Acceptance Corporation,

Sponsor/Servicer

PROSPECTUS SUPPLEMENT

Underwriters

Dealer Prospectus Delivery Obligation. Until [            ], which is ninety days following the date of this Prospectus Supplement, all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a Prospectus Supplement and Prospectus, such delivery obligation generally may be satisfied through the filing of the Prospectus Supplement and Prospectus with the Securities and Exchange Commission. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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.

Securities and Exchange Commission Registration Fee	$	128.80
Blue Sky Fees and Expenses	$	*
Printing Fees and Expenses	$	*
Trustees’ Fees and Expenses	$	*
Legal Fees and Expenses	$	*
Accounting Fees and Expenses	$	*
Rating Agencies’ Fees	$	*
Miscellaneous	$	*
Automotive Lease Guide Fees	$	*
Total	$	128.80

*Amounts to be completed by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Item 15.1 Nissan Auto Leasing LLC II

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.

Item 15.2 Nissan-Infiniti LT, NILT Trust

Sections 3803 and 3817 of the Delaware Statutory Trust Statute provide as follows:

II-1

3803. Liability of beneficial owners and trustees.

(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.

3817. Indemnification.

(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 the trustee’s willful misconduct, bad faith or negligence, or (c) 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 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.

[Remainder of Page Intentionally Left Blank]

II-2

ITEM 16. EXHIBITS

Exhibit No.	Description
1.1	Form of Underwriting Agreement.
4.1	Form of Indenture by and between Nissan Auto Lease Trust 20[•]-[•] and [•], as Indenture Trustee (including form of the Notes).
5.1	Opinion of Mayer Brown LLP with respect to legality.*
8.1	Opinion of Mayer Brown 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 20[•]-[•], [•], as Owner Trustee, and U.S. Bank, as Trust Agent.
10.2	Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated 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 (incorporated by reference to Registrant’s Form S-3, Registration File Number 333-134238, filed on May 18, 2006).
10.3	Form of 20[•]-[•] 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, 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 (incorporated by reference to Registrant’s Form S-3, Registration File Number 333-134238, filed on May 18, 2006).
10.5	First Amendment to Servicing Agreement dated as of January 3, 2001, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer (incorporated by reference to Registrant’s Form S-3, Registration File Number 333-134238, filed on May 18, 2006).
10.6	Form of 20[•]-[•] 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 20[•]-[•], between Nissan Auto Leasing LLC II, as Transferor, and [•], as Owner Trustee.
10.8	Amended and Restated Trust Agreement for NILT Trust, dated 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 (incorporated by reference to Registrant’s Form S-3, Registration File Number 333-134238, filed on May 18, 2006).
10.9	Form of Trust Administration Agreement among Nissan Auto Lease Trust 20[•]-[•], Nissan Motor Acceptance Corporation, as Administrative Agent, Nissan Auto Leasing LLC II, as Transferor, and [•], as Indenture Trustee.
10.10	Form of SUBI Certificate Transfer Agreement between NILT Trust, as Transferor, and Nissan Auto Leasing LLC II, as Transferee.
10.11	Form of Trust SUBI Certificate Transfer Agreement between Nissan Auto Leasing LLC II, as Transferor, and Nissan Auto Lease Trust 20[•]-[•], as Transferee.
23.1	Consent of Mayer Brown LLP (included as part of Exhibits 5.1, 8.1).*
24.1	Powers of Attorney (included in the signature page to this registration statement).
24.2	Certified Copy of Resolutions Authorizing Powers of Attorney.*
25.1	Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1. **
99.1	Form of Interest Rate [Cap][Swap] Agreement between Nissan Auto Lease Trust 20[•]-[•] and [•], as [Cap Provider][Swap Counterparty].

* To be filed by amendment.

** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

II-3

ITEM 17. UNDERTAKINGS

(a) As to Rule 415: The undersigned registrants hereby undertake:

(1) 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 changes 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.

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement; provided, further, however, that clauses (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (17 C.F.R. 229.1100(c)).

(2) That, 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.

(3) 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.

(4) If the registrant is relying on Rule 430B:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supercede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

II-4

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of the Securities Act of 1933;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) As to documents subsequently filed that are incorporated by reference: The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934), as amended, that is incorporated by reference in this registration statement 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.

(c) As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants 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 Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(d) As to Rule 430A: The undersigned registrants hereby undertake that:

(1) 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 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus 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.

II-5

(e) As to qualifications of trust indentures under the Trust Indenture Act of 1939 for delayed offerings: The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

(f) As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

(g) As to Regulation AB: The undersigned registrants hereby undertake:

that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 C.F.R. 229.1100(c)(1)) 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.

[Remainder of Page Intentionally Left Blank]

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant Nissan Auto Leasing LLC II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Franklin, State of Tennessee, on May 7, 2014.

NISSAN AUTO LEASING LLC II, a Delaware limited liability company
By:	/s/ Shishir Bhushan
	Shishir Bhushan
	Treasurer

The registrant reasonably believes that at the time of sale, at least one nationally recognized statistical rating organization (as that term is used on Rule 15c 3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as amended) will have rated the securities to be offered hereunder in one of its generic rating categories which signifies investment grade.

Know all men by these presents, that each person whose signature appears below constitutes and appoints each of Mark Kaczynski, Shishir Bhushan, Sean C. Gibbons, Alan R. Hunn and any of them, as his true and lawful attorney-in-fact and agent, with full powers of substitution, for him and his 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.

Name	Title	Date
/s/ Mark Kaczynski	President and Director	May 7, 2014
Mark Kaczynski	(Principal Executive Officer)
/s/ Shishir Bhushan	Treasurer and Director (Principal Financial Officer)	May 7, 2014
Shishir Bhushan
/s/ Sean C. Gibbons	Performing the Function of Principal Accounting Officer	May 7, 2014
Sean C. Gibbons
/s/ Alan R. Hunn	Director	May 7, 2014
Alan R. Hunn

S-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant Nissan-Infiniti LT certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 7, 2014.

NISSAN-INFINITI LT, a Delaware statutory trust
By:	Nissan Motor Acceptance Corporation, solely as grantor and beneficiary
By:	/s/ Shishir Bhushan
	Shishir Bhushan
	Treasurer

The registrant reasonably believes that at the time of sale, at least one nationally recognized statistical rating organization (as that term is used on Rule 15c 3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as amended) will have rated the securities to be offered hereunder in one of its generic rating categories which signifies investment grade.

Know all men by these presents, that each person whose signature appears below constitutes and appoints each of Mark Kaczynski, Shishir Bhushan, Scott E. Becker, Carlos Servin and any of them, as his true and lawful attorney-in-fact and agent, with full powers of substitution, for him and his 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.

Name	Title	Date
/s/ Mark Kaczynski	President and Director	May 7, 2014
Mark Kaczynski	(Principal Executive Officer)
/s/ Shishir Bhushan	Treasurer (Principal Financial Officer)	May 7, 2014
Shishir Bhushan
/s/ Scott E. Becker	Director	May 7, 2014
Scott E. Becker
/s/ Carlos Servin	Director (Principal Accounting Officer)	May 7, 2014
Carlos Servin

S-2

EX-1.1

Exhibit 1.1

NISSAN AUTO LEASE TRUST 20[•]-[•]

[$[•]

[•]% Asset Backed Notes, Class A-1a]

[$[•]

[•]% Asset Backed Notes, Class A-1b]

[$[•]

[•]% Asset Backed Notes, Class A-2a]

[$[•]

[•]% Asset Backed Notes, Class A-2b]

[$[•]

[•]% Asset Backed Notes, Class A-3a]

[$[•]

[•]% Asset Backed Notes, Class A-3b]

[$[•]

[•]% Asset Backed Notes, Class A-4a]

[$[•]

[•]% Asset Backed Notes, Class A-4b]

UNDERWRITING AGREEMENT

[•],[•]

[•]

[•]

[•]

Dear Sir or Madam:

Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), hereby confirm their agreement with [•] (the “Representative”) and the several underwriters named in Schedule A hereto (together with the Representative, collectively, the “Underwriters”) with respect to the purchase by the Underwriters of [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-1a (the “[Underwritten] Class A-1a Notes”)], [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-1b (the “[Underwritten] Class A-1b Notes” and, together with the Class A-1a Notes, the “[Underwritten] Class A-1 Notes”)], [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-2a (the “[Underwritten] Class A-2a Notes”)], [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-2b (the “[Underwritten]

(Nissan 20[•]-[•] Underwriting Agreement)

Class A-2b Notes” and, together with the Class A-2a Notes, the “[Underwritten] Class A-2 Notes”)], [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-3a (the “[Underwritten] Class A-3a Notes”)], [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-3b (the “[Underwritten] Class A-3b Notes” and, together with the Class A-3a Notes, the “[Underwritten] Class A-3 Notes”)], [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-4a (the “[Underwritten] Class A-4a Notes”)], and [$[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-4b (the “[Underwritten] Class A-4b Notes” and, together with the Class A-3a Notes, the “[Underwritten] Class A-4 Notes”)], (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes are referred to herein as the “[Underwritten] Notes”), of Nissan Auto Lease Trust 20[•]-[•], a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein.

[In addition to the Underwritten Notes, on the Closing Date, the Trust will issue and the Seller or an affiliate of the Seller will retain $[•] aggregate principal amount of [•]% Asset-Backed Notes, Class A-[•] (the “Retained Class A-[•] Notes” and together with the Underwritten Notes, the “Notes”).]

The Depositor was formed pursuant to a limited liability company agreement, dated as of October 29, 2001 (the “Depositor LLC Agreement”), among NMAC, as member (the “Depositor Member”), and H. Edward Matveld and Cheryl A. Lawrence, as special members.

Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue $[•] aggregate principal amount of Asset Backed Certificates (the “Certificates”). The Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be issued pursuant to an indenture, dated as of [•], 20[•] (the “Indenture”), between the Trust and [            ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of [•], 20[•] (the “Trust Agreement”), between the Depositor and [            (“[            ]”)], as owner trustee (in such capacity, the “Owner Trustee”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.

Pursuant to a trust agreement, dated as of July 7, 1998, among NILT Trust (“NILT Trust”), as grantor and initial beneficiary, NILT, Inc., as trustee (the “Titling Trustee”), WTC, as Delaware trustee (in such capacity, the “Delaware Trustee”), and U.S. Bank, as trust agent (in such capacity, the “Trust Agent”), which was subsequently amended and restated by an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among NILT Trust, as grantor and UTI beneficiary, but not as initial beneficiary, NMAC, as servicer (in such capacity, the “Servicer”), the Titling Trustee, the Delaware Trustee and the Trust Agent, Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), was created to take assignments and conveyances of and hold in trust various leases, vehicles and certain related assets (collectively, the “Trust Assets”).

Pursuant to the 20[•]-[•] SUBI supplement to the Titling Trust Agreement, dated as of [•], 20[•] (the “20[•]-[•] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling

2 (Nissan 20[•]-[•] Underwriting Agreement)

Trustee will be directed by NILT Trust to establish a special unit of beneficial interest to be known as the “20[•]-[•] SUBI” (the “20[•]-[•] SUBI”). The Titling Trustee will allocate a portfolio consisting of the 20[•]-[•] Leases, the 20[•]-[•] Vehicles and certain other related assets to the 20[•]-[•] SUBI (collectively, the “20[•]-[•] SUBI Assets”). The Trust Assets (including the 20[•]-[•] SUBI Assets) will be serviced by the Servicer pursuant to a servicing agreement, dated as of March 1, 1999, as amended by the First Amendment to Servicing Agreement, dated as of January 3, 2001, and as supplemented by a 20[•]-[•] supplement, dated as of [•], 20[•] (collectively, the “Servicing Agreement”), in each case among the Titling Trust, NILT Trust, as grantor and UTI beneficiary, but not as initial beneficiary, and the Servicer.

In connection with the creation of the 20[•]-[•] SUBI, the Titling Trust will issue to NILT Trust a certificate (the “SUBI Certificate”) representing a 100% beneficial interest in the 20[•]-[•] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of [•], 20[•] (the “SUBI Certificate Transfer Agreement”), between the Depositor, as transferee, and NILT Trust, as transferor, NILT Trust will sell the SUBI Certificate to the Depositor. Pursuant to a trust SUBI certificate transfer agreement, dated as of [•], 20[•] (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, as transferee, the Depositor will sell the SUBI Certificate to the Trust. This Underwriting Agreement (this “Agreement”), the Indenture, the Trust Agreement, the Titling Trust Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Servicing Agreement, the Trust SUBI Certificate Transfer Agreement, the Agreement of Definitions (as defined in the following sentence) [, the Interest Rate [Swap] [Cap] Agreement(s))] and the trust administration agreement dated as of [•], 20[•] (the “Trust Administration Agreement”), among the Depositor, the Trust, the Indenture Trustee and NMAC, as administrative agent (the “Administrative Agent”) are referred to herein collectively as the “Basic Documents.” Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [•], 20[•], among the Trust, the Titling Trust, the Titling Trustee, NILT Trust, as grantor, transferor and UTI beneficiary, the Depositor, the Owner Trustee, NMAC, the Servicer, the Administrative Agent, the Indenture Trustee, the Delaware Trustee, [•], as Secured Party, and the Trust Agent (the “Agreement of Definitions”).

With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto; the term “including” means “including without limitation;” and the term “or” is not exclusive.

Unless otherwise stated, references to “Section” mean Sections of this Agreement.

3 (Nissan 20[•]-[•] Underwriting Agreement)

NMAC and the Depositor hereby agree with the Underwriters as follows:

Section 1. Representations and Warranties.

(a) Representations and Warranties by NMAC and the Depositor. Each of NMAC and the Depositor, jointly and severally, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c), and agrees with the Underwriters as follows:

(i) Registration Statement, Preliminary Prospectus and Final Prospectus. A registration statement and Amendment No. 1 and Amendment No. 2 thereto (File Nos. [•] and [•]), including a form of prospectus supplement relating to the Notes and a form of base prospectus relating to each class of securities to be registered under such registration statement, has been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Act”), and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective by the Commission within the three years prior to the Closing Date and is still effective as of the date hereof, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to Rule 462(b) under the Act (“Rule 462(b)”) and declared effective upon filing, and the Notes have been registered under the Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing the Notes will have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Depositor and NMAC do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to each such registration statement has been declared effective by the Commission within the three years prior to the Closing Date and is still effective as of the date hereof under the Act.

For purposes of this Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Depositor and NMAC have advised the Representative that they do not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) or (B) if the Depositor and NMAC have advised the Representative that they propose to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If the Depositor and NMAC have advised the Representative that they propose to file, but have not filed, an additional registration statement, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b).

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The initial registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including all information (A) contained in the additional registration statement (if any), (B) deemed to be a part of the initial registration statement as of the time of effectiveness of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed and (C) deemed to be a part of the initial registration statement as of its time of effectiveness pursuant to Rule 430A(b) under the Act (“Rule 430A(b)”), is hereinafter referred to as the “Initial Registration Statement.” The additional registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including the contents of the initial registration statement incorporated by reference therein and deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement, the Additional Registration Statement and all Incorporated Documents (as defined below) are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.” As used herein, the term “Incorporated Documents”, when used with respect to the Registration Statement as of any date, means the documents incorporated or deemed to be incorporated by reference in the Registration Statement (i) as of such date pursuant to Item 12 of Form S-3 or pursuant to a no-action letter of the Commission or (ii) as of any other date pursuant to Rule 430B(f) under the Act. A preliminary prospectus supplement, dated [•], 20[•], relating to the Notes (the “Preliminary Prospectus Supplement”), and accompanied by the base prospectus, dated [•], 20[•] relating to the Notes (the “Base Prospectus”), will be filed with the Commission in connection with the offering and sale of the [Underwritten] Notes pursuant to and in accordance with Rule 424(b) under the Act (“Rule 424(b)”) within the time period required thereby (together, including all material incorporated by reference therein, the “Preliminary Prospectus”). A free writing prospectus, dated [•], 20[•], relating to the ratings on the Notes (the “Ratings Free Writing Prospectus”) will be filed with the Commission in accordance with Section 7 (to the extent required by Rule 433 under the Act). A final prospectus supplement, dated [•], 20[•], relating to the Notes (the “Prospectus Supplement”), and accompanied by the Base Prospectus, will be filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) within the time period required thereby (together, including all material incorporated by reference therein, the “Final Prospectus”).

(ii) Compliance with Laws; Disclosures. (A) On the effective date of any Registration Statement whose time of effectiveness is prior to the execution and delivery of this Agreement, each such Registration Statement conformed, (B) on the date of this Agreement, each such Registration Statement conforms and (C) on any related effective date of the Registration Statement, subsequent to the date of this Agreement and on the Closing Date (as defined in Section 2(c) hereof), each such Registration Statement will conform, in all respects to the requirements of the Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act”), except where such failure to conform would not have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents, and at such times each such Registration Statement, as amended, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

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As of 2:30 p.m. (New York time), [•], 20[•] (the “Date of Sale”), which shall be the date and time of the first contract of sale for the [Underwritten] Notes, and at the time of filing of the Preliminary Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Preliminary Prospectus), the Preliminary Prospectus, together with the Ratings Free Writing Prospectus, did not include, does not include and will not include, any untrue statement of a material fact, nor did, does or will the Preliminary Prospectus, together with the Ratings Free Writing Prospectus, omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall appear only in the Final Prospectus).

As of the date of the first use of the Final Prospectus, at the time of filing of the Final Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Final Prospectus), on the date of this Agreement and at the Closing Date, the Final Prospectus, as amended and supplemented as of such dates, will conform, in all respects to the requirements of the Act and the Rules and Regulations, except where such failure to conform would not have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents, and does not include, and will not include, any untrue statement of a material fact, nor did, does or will the Final Prospectus, as amended and supplemented as of such dates, omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The three preceding paragraphs do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus based upon Underwriter Information (as defined herein) or that part of the Registration Statement which constitutes the Statement of Qualification under the 1939 Act on Form T-1 (the “Form T-1”) of the Indenture Trustee (which will be represented and warranted to by the Indenture Trustee). If the time of effectiveness of the Registration Statement is subsequent to the date of this Agreement, no Additional Registration Statement has been or will be filed. The Indenture has been qualified under the 1939 Act.

(iii) No Material Adverse Effect. Since the respective date as of which information is given in the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus, as then amended or supplemented, except as otherwise set forth therein (exclusive of amendments or supplements after the date hereof), there has been no material adverse effect in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Depositor or any of its affiliates (as such term is defined in Rule 501(b) under the Act) (each, an “Affiliate”), or in the ability of such entity to perform its obligations under each Basic

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Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the term “material” in this Agreement that refer to the Depositor or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Depositor or its Affiliate(s), individually.

(iv) Issuance of the Notes. The Notes have been duly authorized and, when executed, authenticated, issued and delivered in the manner provided for in the Indenture and delivered against the consideration therefor, will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture and Trust Agreement.

(v) Description of Notes and Basic Documents. The Notes and each of the Basic Documents conform in all respects to the description thereof and the statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and will be in substantially the respective forms previously delivered to the Representative, except where such failure to conform would not have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents,.

(vi) SUBI Certificate. The SUBI Certificate conforms in all material respects to the descriptions thereof and the statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and the SUBI Certificate has been duly and validly authorized and, when executed, issued, authenticated and delivered in accordance with the SUBI Trust Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the SUBI Trust Agreement.

(vii) No Investment Company Registration. None of NMAC, the Depositor, NILT Trust, the Titling Trust or the Trust is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(viii) Allocation of 20[•]-[•] SUBI Assets. At or prior to the Closing Date, the Titling Trustee will have allocated 20[•]-[•] Leases and 20[•]-[•] Vehicles as 20[•]-[•] SUBI Assets that have an aggregate Securitization Value as of the Cut-Off Date equal to $[•], and each of the 20[•]-[•] Leases and 20[•]-[•] Vehicles allocated as a 20[•]-[•] SUBI Asset at the Closing Date will meet the eligibility criteria for selection described in the SUBI Trust Agreement and the Servicing Agreement.

(ix) Payment of Taxes Fees and Other Charges. Any material taxes, fees and other governmental charges that have been assessed and are known to the Seller to be due in connection with the execution, delivery and performance of this Agreement and the other Basic Documents and any other agreements contemplated herein or therein shall have been paid or will be paid at or prior to the Closing Date to the extent then due.

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(x) Representations and Warranties. The representations and warranties of each of the Depositor, the Trust and NMAC in each Basic Document to which it is a party are true and correct in all material respects.

(xi) Independent Public Accountants. The nationally recognized accounting firm referenced in Section 7(a) is independent from the Seller and Servicer.

(xii) Not Ineligible Issuer. The Depositor is not, and on the date on which the first bona fide offer of the Notes was made, was not an “ineligible issuer” as defined in Rule 405 of the Rules and Regulations.

(xiii) Written Communications. Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act) relating to the Notes authorized or approved by the Depositor and NMAC, neither the Depositor nor NMAC (including their respective agents and representatives other than the Underwriters in their capacity as such) has made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes.

(xiv) No Other Contract Required. Neither the Depositor nor NMAC knows of any contract or other document of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, as then amended and supplemented, which is not filed (or, as applicable, will not be filed within the proscribed time period) or described as required.

(xv) Rating Agency Representation. NMAC has executed and delivered a written representation (each, a “17g-5 Representation”) to each rating agency hired to rate the Notes (each a “Rating Agency,” and collectively the “Rating Agencies”) that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (D) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”). NMAC has complied and has caused the Depositor to comply, with each 17g-5 Representation, other than any breach of a 17g-5 Representation that would not have a material adverse effect on the Noteholders.

(b) Representations and Warranties of the Depositor and the Depositor Member. Each of the Depositor and NMAC, jointly and severally, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c) and agrees with the Underwriters as follows:

(i) Due Organization. The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-10.1 et seq. (the “Delaware Act”), and all filings required at the date hereof under the Delaware Act with respect to the due

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formation and valid existence of the Depositor as a limited liability company have been made and the Depositor has the limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except where the failure to be in good standing would not have a material adverse effect on the Depositor’s ability to perform its obligations under each Basic Document to which it is a party, and to enter into and perform its obligations under the Basic Documents. NMAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except where the failure to be in good standing would not have a material adverse effect on NMAC’s ability to perform its obligations under each Basic Document to which it is a party, and to enter into and perform its obligations under the Basic Documents. Each of the Depositor and NMAC is duly qualified as a foreign limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which the conduct of its business or the lease or ownership of its property requires such qualification, except where the failure so to qualify or to be in good standing would not have a material adverse effect on its ability to perform its obligations under the Basic Documents.

(ii) Depositor Member Interests. NMAC is the sole member of the Depositor and, at the Closing Date, NMAC will own its 100% membership interest in the Depositor free and clear of any Liens except as permitted by the Basic Documents.

(iii) Absence of Defaults and Conflicts. Neither the Depositor nor NMAC is in violation of its organizational or charter documents, bylaws, or the Depositor LLC Agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the transactions contemplated herein or on the Depositor’s or NMAC’s respective ability to perform its obligations under the Basic Documents, (ii) conflict with the Depositor’s or NMAC’s charter or bylaws or the Depositor LLC Agreement, as the case may be, or (iii) result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Depositor’s or NMAC’s ability to perform its respective obligations under the Basic Documents.

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(iv) Absence of Proceedings. Other than as disclosed in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented (exclusive of amendments or supplements after the date hereof), there is no action, suit or proceeding (whether individually or in the aggregate) before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of each of the Depositor and NMAC, threatened, against or affecting the Depositor or NMAC that could reasonably be expected to have any material adverse effect on either the Depositor’s or NMAC’s ability to perform its respective obligations under the Basic Documents.

(v) Absence of Further Requirements. No authorization, approval or consent of any court, governmental authority or agency or any other person is necessary in connection with (A) the issuance of the SUBI Certificate, (B) the issuance of the Securities or the offering and sale of the Notes, (C) the execution, delivery and performance by the Depositor or NMAC of this Agreement or any Basic Document to which it is a party or (D) the consummation by the Depositor or NMAC of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as have been obtained and are in full force and effect as of the Closing Date, or where the failure to obtain such consent, approval, authorization or order of, or filing with any court or governmental agency or body could not reasonably be expected to have a material adverse effect on the consummation of the transactions contemplated by this Agreement.

(vi) Possession of Licenses and Permits. Each of the Depositor and NMAC possesses all material certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it; all such certificates, authorizations, licenses and permits are valid and in full force and effect except where such invalidity or failure to be in full force and effect could not reasonably be expected to have a material adverse effect on the Depositor’s or NMAC’s ability to perform its respective duties under the Basic Documents; and neither the Depositor nor NMAC has received notice of proceedings relating to the revocation or modification of any such certificate, authorization, license or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, could reasonably be expected to have a material adverse effect on the ability of either the Depositor or NMAC to perform its respective obligations under the Basic Documents.

(vii) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Depositor and NMAC.

(viii) Authorization of Basic Documents. As of the Closing Date, each of the Basic Documents to which any of the Depositor, NMAC or the Trust is a party and the Depositor LLC Agreement has been duly authorized, executed and delivered by each such entity, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Depositor

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and NMAC, as applicable, enforceable against such party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(ix) Leases. Each 20[•]-[•] Lease constitutes the legal, valid, binding and enforceable agreement of the parties thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and each 20[•]-[•] Lease complies or will comply on the Closing Date in all material respects as to content and form with all applicable state and federal laws, including, without limitation, consumer protection laws, except where the failure to so comply would not have a material adverse effect on the Trust, with respect thereto.

(c) Representations and Warranties of the Titling Trust and NILT Trust. NMAC, on behalf of the Titling Trust and NILT Trust, each to the extent indicated below, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c), and agrees with the Underwriters as follows:

(i) No Material Adverse Effect. Since the respective date as of which information is given in the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus, as then amended or supplemented, except as otherwise set forth therein (exclusive of amendments or supplements after the date hereof), there has been no material adverse effect in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Titling Trust or NILT Trust, or in the ability of either of them to perform its respective obligations under each Basic Document to which either of them is a party or by which either of them may be bound.

(ii) Due Organization of the Titling Trust and NILT Trust. Each of the Titling Trust and NILT Trust has been duly formed and is validly existing as a statutory trust in good standing under Delaware law, and all filings required at the date hereof under Delaware law with respect to the due formation and valid existence of Titling Trust or NILT Trust, respectively, as a statutory trust have been made. Each of the Titling Trust and NILT Trust has the power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except where the failure to be in good standing would not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform their respective obligations under each Basic Document to which the Titling Trust or NILT Trust is a party, and to enter into and perform its obligations under the Basic Documents. Each of the Titling Trust and NILT Trust is duly qualified as a foreign statutory trust to transact business and is in good standing in each jurisdiction in which the conduct of its business or the lease or ownership of its property requires such qualification, except where the failure so to qualify or to be in good standing would not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents.

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(iii) Absence of Defaults and Conflicts. Neither the Titling Trust nor NILT Trust is in violation of its organizational or charter documents, bylaws, or applicable trust agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties or assets may be bound, which would have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery, and performance by each of the Titling Trust or NILT Trust, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Titling Trust or NILT Trust or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents, (ii) conflict with the Titling Trust’s or NILT Trust’s organizational documents or (iii) result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any of the Titling Trust’s or NILT Trust’s property or assets, except for Liens that, individually or in the aggregate, will not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents.

(iv) Absence of Proceedings. Other than as disclosed in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented (exclusive of any amendments or supplements after the date hereof), there is no action, suit or proceeding (whether individually or in the aggregate) before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of NMAC, threatened, against or affecting any of the Titling Trust or NILT Trust that could reasonably be expected to have any material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents.

(v) Absence of Further Requirements. No authorization, approval or consent of any court, governmental authority or agency or any other person is necessary in connection with the execution, delivery and performance by the Titling Trust or NILT Trust of this Agreement, the SUBI Trust Agreement or any Basic Document to which any of them is a party or the consummation by any of them of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as will have been obtained and are in full force and effect as of the Closing Date, or where the failure to obtain such consent, approval, authorization or order of, or filing with any court or governmental agency or body could not reasonably be expected to have a material adverse effect on the consummation of the transactions contemplated by this Agreement.

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(vi) Possession of Licenses and Permits. Each of the Titling Trust and NILT Trust possesses all material certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it; all such certificates, authorizations, licenses and permits are valid and in full force and effect except where such invalidity or failure to be in full force and effect could not reasonably be expected to have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents; and neither the Titling Trust nor NILT Trust has received notice of any proceedings relating to the revocation or modification of any such certificate, authority, license or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, could reasonably be expected to have a material adverse effect on the ability of the Titling Trust or NILT Trust to perform its respective obligations under the Basic Documents.

(vii) Authorization of Basic Documents. As of the Closing Date, each Basic Document to which any of the Titling Trust or NILT Trust is a party has been duly authorized, executed and delivered by the Titling Trust or NILT Trust, as the case may be, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Titling Trust and NILT Trust, as applicable, enforceable against such party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws related to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(viii) Title to 20[•]-[•] SUBI Assets. At the time of execution and delivery of the 20[•]-[•] SUBI Supplement on the Closing Date, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will own the 20[•]-[•] Leases and hold marketable title to the 20[•]-[•] Vehicles, together with other rights relating to the 20[•]-[•] Vehicles and the 20[•]-[•] Leases being allocated as 20[•]-[•] SUBI Assets, in each case free and clear of any Liens (except as permitted by the Basic Documents).

(ix) Absence of Assignment of 20[•]-[•] SUBI Assets. As of the Closing Date, the Titling Trust has not assigned to any Person any of its right, title or interest in any of the 20[•]-[•] Leases, related contract rights, 20[•]-[•] Vehicles or other related rights constituting the 20[•]-[•] SUBI Assets, or has obtained the release of each such prior assignment.

(x) Allocation of 20[•]-[•] SUBI Assets. As of Closing Date, the Servicer has made the appropriate allocation of assets within the estate of the Titling Trust to the 20[•]-[•] SUBI required by the SUBI Trust Agreement.

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(xi) Leases. Each 20[•]-[•] Lease constitutes the legal, valid, binding and enforceable agreement of the parties thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws related to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and each 20[•]-[•] Lease complies or will comply on the Closing Date in all material respects as to content and form with all applicable state and federal laws, including, without limitation, consumer protection laws, except where failure to so comply would not have a material adverse effect with respect thereto.

(d) Officer’s Certificates. Any certificate respecting the Notes signed by any officer of the Depositor, NMAC or any of their respective Affiliates and delivered at the Closing Date to the Underwriters or to counsel to the Underwriters shall be deemed a representation and warranty by the Depositor, NMAC or such Affiliate, as the case may be, to the Underwriters as to the matters covered thereby.

Section 2. Sale and Delivery to Underwriters; Closing.

(a) [Underwritten] Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase aggregate principal amounts of the [Underwritten] Notes set forth opposite the names of the Underwriters in Schedule A hereto.

(b) Purchase Price. The [Underwritten] Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the [Underwritten] Class A-1a Notes, [•]% of the aggregate principal amount thereof], [(ii) in the case of the [Underwritten] Class A-1b Notes, [•]% of the aggregate principal amount thereof], [(iii) in the case of the [Underwritten] Class A-2a Notes, [•]% of the aggregate principal amount thereof], [(iv) in the case of the [Underwritten] Class A-2b Notes, [•]% of the aggregate principal amount thereof], [(v) in the case of the [Underwritten] Class A-3a Notes, [•]% of the aggregate principal amount thereof], [(vi) in the case of the [Underwritten] Class A-3b Notes, [•]% of the aggregate principal amount thereof], [(vii) in the case of the [Underwritten] Class A-4a Notes, [•]% of the aggregate principal amount thereof], and [(viii) in the case of the [Underwritten] Class A-4b Notes, [•]% of the aggregate principal amount thereof].

(c) Payment. Against payment of the purchase price by wire transfer of immediately available funds to the Depositor, the Depositor will deliver the [Underwritten] Notes to the Representative, for the account of the Underwriters, at the office of [Mayer Brown LLP], [            ] or at such other place as shall be agreed upon by the Representative, the Depositor and NMAC, on [•], 20[•], at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative and the Depositor determine, such time being herein referred to as the “Closing Date.” The [Underwritten] Notes to be so delivered will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the [Underwritten] Notes will be represented by book entries on the records of DTC and

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participating members thereof. Definitive certificates evidencing the [Underwritten] Notes will be available only under the limited circumstances specified in the Indenture. Certificates for the [Underwritten] Notes shall be made available for examination and packaging by the Representative in The City of New York not later than 10:00 A.M. (New York time) on the last Business Day prior to the Closing Date.

Section 3. Offering by Underwriters. It is understood that the several Underwriters propose to offer the [Underwritten] Notes for sale to the public as set forth in the Preliminary Prospectus and the Final Prospectus.

Section 4. Covenants of NMAC and the Depositor. The Depositor covenants, and NMAC covenants with respect to Section 4(l), with the Underwriters as follows:

(a) Registration Statement, Preliminary Prospectus, Ratings Free Writing Prospectus and Final Prospectus. The Depositor will file the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus with the Commission pursuant to and in accordance with Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such timely filing. If the time of effectiveness of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Act but the time of effectiveness thereof has not occurred as of such execution and delivery, the Depositor and NMAC will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 462(b). The Depositor will advise the Representative promptly of any such filing pursuant to Rule 424(b) or Rule 462(b), as applicable.

(b) Notice and Effect of Material Events. The Depositor will advise the Representative promptly of any proposal to amend or supplement the Registration Statement as filed or the Preliminary Prospectus, any Ratings Free Writing Prospectus or the Final Prospectus and will not effect any such amendment or supplement without the Representative’s reasonable consent. The Depositor will advise the Representative promptly of the effectiveness of the Registration Statement (if the time of effectiveness of the Registration Statement is subsequent to the execution and delivery of this Agreement), of any amendment or supplement of the Registration Statement, the Preliminary Prospectus, any Ratings Free Writing Prospectus or the Final Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement. The Depositor will use its best efforts to prevent the issuance of any such stop order and, if issued, to have such stop order lifted as soon as possible.

(c) Amendment to Preliminary Prospectus, Ratings Free Writing Prospectus and Final Prospectus. If, during such time when the delivery of a prospectus shall be required by law in connection with sales of any Notes (including delivery as contemplated by Rule 172 of the Act), either (i) any event shall have occurred as a result of which the Preliminary Prospectus, any Ratings Free Writing Prospectus or the Final Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Preliminary Prospectus, any Ratings Free Writing Prospectus or the Final Prospectus, the

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Depositor will promptly notify the Representative and will promptly prepare for review by the Representative and file with the Commission an amendment or a supplement to the Preliminary Prospectus, such Ratings Free Writing Prospectus or the Final Prospectus that will correct such statement or omission or effect such compliance. Neither the consent of the Underwriters to, nor the delivery by the Underwriters of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7, unless such consent specifically waives such conditions.

(d) Earnings Statement. The Depositor will cause the Trust to make generally available to Holders as soon as practicable, but not later than fourteen months after the effective date of the Registration Statement, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such effective date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder); provided that this covenant may be satisfied by posting the monthly investor reports for the Trust on a publicly available website or filing such monthly investor reports with the Commission on Form 10-D.

(e) Copies of Registration Statements. The Depositor will furnish to the Representative copies of the Registration Statement (which will include all exhibits), the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may from time to time reasonably request.

(f) Copies of Reports. So long as any of the Notes are outstanding, the Depositor will furnish to the Representative copies of all reports or other communications furnished to Holders, and deliver to the Representative during such same period (i) as soon as they are available, copies of any reports furnished to or filed with the Commission, and (ii) such additional information concerning the business and financial condition of the Depositor and the Trust as the Representative may from time to time reasonably request; provided, that this covenant may be satisfied by posting such reports or other communications on a publicly available web site or filing such reports or communications with the Commission.

(g) Qualification of [Underwritten] Notes for Offer and Sale. The Depositor shall use its reasonable efforts, in cooperation with the Underwriters, to qualify the [Underwritten] Notes for offering and sale under the applicable securities laws of such jurisdictions in the United States as the Underwriters may reasonably designate in writing and shall maintain such qualifications in effect as long as required for the sale of the [Underwritten] Notes; provided, however, that neither NMAC nor the Depositor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(h) Rating of Notes. The Depositor shall take all reasonable action necessary to enable each Rating Agency to provide the Notes with the ratings indicated in the Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein.

(i) Furnishing of Documents. To the extent, if any, that the rating provided with respect to the Notes by the Rating Agencies is conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor shall furnish, and shall cause NMAC to furnish, such documents and take such other actions.

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(j) Use of Proceeds. The Depositor shall cause the Trust to use the net proceeds received by it from the sale of the Notes in the manner specified in the Preliminary Prospectus and the Final Prospectus under “Use of Proceeds.”

(k) Annual Statement of Compliance. For so long as the Depositor is filing reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Issuer, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Depositor will deliver to the Representative the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee pursuant to the 20[•]-[•] Servicing Supplement, as soon as such statements and reports are furnished to the Indenture Trustee; provided, that this covenant may be satisfied by filing such statement or report, as applicable, with the Commission.

(l) 17g-5 Representation Compliance. NMAC will comply and will cause the Depositor to comply with each 17g-5 Representation, other than any breach of a 17g-5 Representation that would not have a material adverse effect on the Noteholders.

Section 5. Payment of Expenses. Except as otherwise agreed in writing by the parties hereto, the Depositor will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the printing (or otherwise reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the preparation, issuance and delivery of the [Underwritten] Notes to the Underwriters; (iii) the fees and disbursements of the Depositor’s and NMAC’s counsel and accountants; (iv) the fees of DTC in connection with the book-entry registration of the [Underwritten] Notes; (v) the qualification of the [Underwritten] Notes under state securities law in accordance with the provisions of Section 4(g), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the blue sky survey, if required; (vi) the printing (or otherwise reproducing) and delivery to the Underwriters of copies of each of the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto; (vii) the reproducing and delivery to the Underwriters of copies of the blue sky survey; and (viii) the fees charged by the Rating Agencies for rating the Notes. The Underwriters shall not be responsible for the fees and disbursements of the Owner Trustee, the Indenture Trustee and their respective counsel. If the Underwriters, in accordance with the provisions of Section 7 or Section 11, terminate this Agreement, NMAC shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 6. Covenant of the Underwriters.

(a) Each of the Underwriters severally, and not jointly, covenants and agrees with the Depositor and NMAC that other than the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act) relating to the Notes authorized or approved by the Depositor and NMAC, without NMAC’s prior written approval, such Underwriter has not made,

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used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) relating to the offer and sale of the [Underwritten] Notes that would constitute a “prospectus” or a “free writing prospectus,” each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the [Underwritten] Notes, as well as a column or other entry showing the status of the subscriptions for the [Underwritten] Notes and/or expected pricing parameters of the [Underwritten] Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the notes by the rating agencies hired to rate the Notes (each such written communication, an “Underwriter Free Writing Prospectus”), and (E) any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act, but excluding the requirement in that definition for a presentation by issuer’s management) (notwithstanding the foregoing, each Underwriter agrees not to use any portion of any such road show in a manner that would require the Depositor or NMAC to file with the Commission such portion of any Road Show as a free writing prospectus); and (ii) unless otherwise consented to by the Depositor or NMAC, no such Underwriter Free Writing Prospectus shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination such that, as a result of such conveyance, the Depositor or NMAC shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1)—(5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

(b) Each Underwriter, severally and not jointly, covenants with NMAC and the Depositor that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is acting as an “underwriter” as defined in Section 2(a)(11) of the Act with respect to the Offered Notes, it (a) has not delivered and will not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (b) will not participate in any oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) unless a designated representative from NMAC participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated

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representative from NMAC or refer such Rating Agency to NMAC, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a Rating Agency for the purpose of (a) determining the initial credit rating for the Notes, including information about the characteristics of the 20[•]-[•] SUBI Assets and the legal structure of the Notes, or (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the 20[•]-[•] SUBI Assets.

Section 7. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the [Underwritten] Notes will be subject to the accuracy of the representations and warranties on the part of the Depositor and NMAC herein on the date hereof and at the Closing Date, to the accuracy of the statements of officers of the Depositor and NMAC made pursuant to the provisions hereof, to the performance by the Depositor and NMAC of their respective covenants and other obligations hereunder and to the following additional conditions precedent:

(a) Effective Time. If the time of effectiveness of the Registration Statement is prior to the execution and delivery of this Agreement, the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus (including any amendments or supplements thereto as of such date) shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. If the Effective Time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 p.m., New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Representative. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, shall be contemplated by the Commission.

(b) Accountants’ Comfort Letter. On or before the Closing Date, a nationally recognized accounting firm who are independent public accountants shall have furnished to the Representative letters dated respectively as of the date of this Agreement and as of the Closing Date substantially in the forms of the drafts to which the Representative previously agreed.

(c) Officers’ Certificates.

(i) The Underwriters shall have received an officers’ certificate, dated the Closing Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of the Depositor representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Closing Date:

(A) The representations and warranties of the Depositor in this Agreement are true and correct in all material respects, that the Depositor has complied with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

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(B) Except as otherwise set forth therein, there has been no material adverse change, since the respective dates as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented, (except as otherwise set forth therein and exclusive of amendments or supplements after the date hereof), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Depositor or any of its Affiliates, or in the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the term “material” in this Agreement that refer to the Depositor or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Depositor or its Affiliate(s) individually.

(ii) The Underwriters shall have received an officers’ certificate, dated the Closing Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of NMAC representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Closing Date:

(A) The representations and warranties of NMAC in this Agreement are true and correct in all material respects, that NMAC has complied with all agreements and satisfied, in all material respects, all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

(B) Except as otherwise set forth therein, there has been no material adverse change, since the respective dates as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented (except as otherwise set forth therein and exclusive of amendments or supplements after the date hereof), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of NMAC or any of its Affiliates, or the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the term “material” in this Agreement that refer to NMAC or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of NMAC or its Affiliate(s) individually.

(d) Opinion of In House Counsel for NMAC and the Depositor. At the Closing Date, the Underwriters shall have received an opinion, dated as of the Closing Date, of Alan Hunn, Esq., General Counsel of NMAC and the Depositor, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

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(e) Opinion of Counsel for NMAC and the Depositor. At the Closing Date, the Representative shall have received an opinion, dated as of the Closing Date, of Mayer Brown LLP, special counsel for NMAC and the Depositor, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters, with respect to general corporate matters, the validity of the Notes, the Registration Statement, the Prospectus Supplement and the Base Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement, the Prospectus Supplement and the Base Prospectus.

(f) Negative Assurance Letter. At the Closing Date, Mayer Brown LLP, as special counsel to the Depositor and NMAC, shall deliver to the Underwriters a negative assurance letter with respect to the most recent Preliminary Prospectus delivered prior to the Date of Sale, the Registration Statement and the Prospectus.

(g) Opinion of Special Delaware Counsel for NMAC and the Depositor. At the Closing Date, the Underwriters shall have received an opinion of [•], special Delaware counsel for NMAC, the Depositor and the Trust, dated as of Closing Date and in form and substance satisfactory to the Underwriters and counsel to the Underwriters.

(h) Opinion of Special Bankruptcy and UCC Counsel to NMAC and the Depositor. At the Closing Date, the Underwriters shall have received an opinion of Mayer Brown LLP, special bankruptcy and UCC counsel to NMAC, NILT Trust, the Depositor and the Trust, dated as of Closing Date and in form and substance satisfactory to the Underwriters and counsel to the Underwriters, with respect to certain bankruptcy and perfection of security interest matters.

(i) Opinion of Counsel for [•]. At the Closing Date, the Underwriters shall have received an opinion of [•], counsel to [•], as Indenture Trustee, dated as of Closing Date and in form and substance satisfactory in form and substance to the Underwriters and counsel to the Underwriters.

(j) Opinion of Counsel for Titling Trustee. At the Closing Date, the Underwriters shall have received the opinion of [•], counsel to the Titling Trustee, dated as of Closing Date and satisfactory in form and substance to the Underwriters and counsel to the Underwriters.

(k) Opinion of Counsel for [            ]. At the Closing Date, the Underwriters shall have received an opinion of [•],counsel to [            ], as Owner Trustee and Delaware Trustee, dated as of Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

(l) Tennessee Opinion. At the Closing Date, the Underwriters shall have received an opinion of [•], special Tennessee tax counsel to the Depositor and NMAC, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel to the Underwriters.

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(m) Opinion of Counsel for the Underwriters. At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of Closing Date, of [•], counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

(n) Reliance Letters. Counsel to NMAC, the Depositor or the Titling Trustee shall provide reliance letters to the Representative, as representative of the Underwriters, relating to each legal opinion relating to the transactions contemplated by this Agreement rendered to the Owner Trustee, the Titling Trustee or any of the Rating Agencies (or the Representative, as representative for the Underwriters, shall be an addressee to each such legal opinion).

(o) Maintenance of Rating. At the Closing Date, the Class A-1 Notes shall have received the ratings indicated in the Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein.

(p) Additional Documents. At the Closing Date, counsel to the Underwriters shall have been furnished with such additional documents and additional opinions as it may reasonably require for the purpose of enabling it to pass upon the issuance of the Securities and the sale of the [Underwritten] Notes as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all proceedings taken by NMAC or the Depositor in connection with the foregoing shall be reasonably satisfactory in form and substance to counsel for the Underwriters.

(q) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Depositor and NMAC at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5 and except that Sections 1, 8 and 9 shall survive any such termination and remain in full force and effect.

(r) [The Interest Rate [Cap] [Swap] Agreement shall be in full force and effect].

(s) [At the Closing Date, the Underwriters shall have received an opinion of special counsel to the [Cap Provider] [Swap Counterparty], dated the Closing Date and satisfactory in form and substance to the Representative and its counsel with respect to the enforceability of the Interest Rate ([Cap] [Swap] Agreement.]

Section 8. Indemnification.

(a) Indemnification of Underwriters. The Depositor and NMAC shall, jointly and severally, indemnify and hold each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each a “Control Person”), harmless against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or Control Person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material

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fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Final Prospectus), the Ratings Free Writing Prospectus, the Final Prospectus, any amendment or supplement thereto, or any materials included in a Road Show authorized or approved by the Depositor and NMAC (when read together with the Preliminary Prospectus) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and Control Person for any legal or other expenses reasonably incurred by such Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Depositor nor NMAC will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriter Information (as defined below).

(b) Indemnification of NMAC and the Depositor. Each Underwriter shall, severally and not jointly, indemnify and hold harmless the Depositor and NMAC against any losses, claims, damages or liabilities to which the Depositor or NMAC may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus, any amendment or supplement thereto, or any materials included in a Road Show authorized or approved by the Depositor and NMAC (when read together with the Preliminary Prospectus) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Depositor or NMAC by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Depositor or NMAC in connection with investigating or defending any such action or claim as such expenses are incurred. The Depositor and NMAC acknowledge and agree that the only such written information furnished to the Depositor or NMAC by any Underwriter through the Representative consists of the following: the statements in the second paragraph (concerning initial offering prices, concessions and reallowances) and the statements (other than statements regarding the Depositor) in the ninth paragraph (concerning stabilizing and other activities) under the heading “Underwriting” in each of the Preliminary Prospectus Supplement and the Final Prospectus (collectively, the “Underwriter Information”).

(c) Actions against Parties; Notification; Settlement. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereof, but the omission to so notify the Indemnifying Party will not relieve it from any liability that it may otherwise have to any Indemnified Party under such preceding

23 (Nissan 20[•]-[•] Underwriting Agreement)

paragraphs, and with respect to such preceding paragraphs, any such omission shall not relieve it from any liability except to the extent it has been materially prejudiced by such omission. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who may be counsel to the Indemnifying Party) and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof and after acceptance of counsel by the Indemnified Party, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party, (iii) a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iv) the Indemnifying Party has elected to assume the defense of such proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall not, with respect to any action brought against any Indemnified Party, be liable for the fees and expenses of more than one firm (in addition to any local counsel) for all Indemnified Parties, and all such fees and expenses shall be reimbursed within a reasonable period of time as they are incurred. Any separate firm appointed for the Underwriters and any Control Person in accordance with this subsection (c) shall be designated in writing by the Representative, and any such separate firm appointed for the Depositor or the NMAC, its respective directors, officers who sign the Registration Statement and Control Persons in accordance with this subsection (c) shall be designated in writing by the Depositor or the NMAC, as the case may be. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, with respect to an action of which the Indemnifying Party was notified and had the opportunity to participate in (whether or not it chose to so participate), the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the fourth sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such Indemnifying Party of the aforesaid request, and during such 60 day period the Indemnifying Party has not responded thereto, and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such

24 (Nissan 20[•]-[•] Underwriting Agreement)

settlement (x) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to or admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party.

(d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an Indemnified Party under subsection (a) or (b) above, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative benefits received by the Depositor and NMAC on the one hand and the Underwriters on the other from the offering of the [Underwritten] Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Depositor and NMAC on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Depositor and NMAC on the one hand and the Underwriters on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) received by the Depositor and NMAC bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor or NMAC or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Depositor, NMAC and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (d). The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the [Underwritten] Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) Obligations Cumulative. The obligations of the Depositor and NMAC under this Section shall be in addition to any liability that the Depositor or NMAC may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Depositor or NMAC, to each officer of the Depositor or NMAC who has signed the Registration Statement and to each person, if any, who controls NMAC or the Depositor within the meaning of the Act.

25 (Nissan 20[•]-[•] Underwriting Agreement)

Section 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of NMAC, the Depositor and their respective Affiliates submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or one of its Control Persons, or by or on behalf of NMAC, the Depositor and their respective Affiliates, and shall survive delivery of the Notes to the Underwriters.

Section 10. Failure to Purchase the [Underwritten] Notes. If any Underwriter or Underwriters default on its or their obligations to purchase [Underwritten] Notes hereunder and the aggregate principal amount of [Underwritten] Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of such [Underwritten] Notes, the Representative may make arrangements satisfactory to the Depositor for the purchase of such [Underwritten] Notes by other persons, including the non-defaulting Underwriter or Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriter or Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the [Underwritten] Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of [Underwritten] Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of [Underwritten] Notes, as applicable, and arrangements satisfactory to the non-defaulting Underwriter or Underwriters and the Depositor for the purchase of such [Underwritten] Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or NMAC or any of its Affiliates, except as provided in Section 9.

As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter or Underwriters from liability for its default.

Section 11. Termination of Agreement.

(a) Termination; General. The Underwriters may terminate this Agreement, by notice to NMAC and the Depositor, at any time at or prior to the Closing Date if there shall have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Depositor, Nissan Motor Co., Ltd., Nissan North America, Inc. (“NNA”) or NMAC that, in the judgment of the Representative, materially impairs the investment quality of the [Underwritten] Notes or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the [Underwritten] Notes; (ii) any suspension of trading of any securities of NNA on any exchange or in any over-the-counter market; (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iv) any material disruption in commercial banking, securities settlement or clearance services in the United States; (v) any banking moratorium declared by federal or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any

26 (Nissan 20[•]-[•] Underwriting Agreement)

declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the [Underwritten] Notes.

(b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 5, and provided further that Sections 1, 8 and 9 shall survive such termination and remain in full force and effect.

Section 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, delivered, sent by facsimile transmission or by e-mail and confirmed. Notices (i) to the Underwriters shall be directed to the Representative at [•], Attention: [•] (facsimile number: [•]) (email: [•]);(ii) to NMAC shall be directed to it at P.O. Box 685011, Franklin, TN 37068-5011, Attention: Treasurer (facsimile number: (615) 725-1720) (e-mail: [            @nissan-usa.com] and [            @nissan-usa.com]); and (iii) to the Depositor shall be directed to it at One Nissan Way, Franklin, TN 37067, Attention: Treasurer (facsimile number: (615) 725-8530) (e-mail: [            @nissan-usa.com] and [            @nissan-usa.com]).

Section 13. Parties. This Agreement shall inure to the benefit of and be binding upon each of the Underwriters, NMAC, the Depositor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, NMAC, the Depositor and their respective successors and the controlling persons, directors and officers referred to in Section 8 any legal or equitable right, remedy or claim under or in respect of this agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, NMAC, the Depositor and their respective successors, and the controlling persons, directors and officers referred to in Section 8 and their heirs and legal representatives and for the benefit of no other person, firm or corporation. No purchaser of [Underwritten] Notes from the Underwriters shall be deemed to be a successor by reason merely of such purchase.

Section 14. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representative under this Agreement will be binding upon all the Underwriters.

Section 15. Representation and Warranties of Underwriters. With respect to any offers or sales of the [Underwritten] Notes outside the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties:

(a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells the [Underwritten] Notes or possesses or distributes the Preliminary Prospectus, the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of [Underwritten] Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Depositor or NMAC shall have any responsibility therefor;

27 (Nissan 20[•]-[•] Underwriting Agreement)

(b) No action has been or will be taken by such Underwriter that would permit public offering of the [Underwritten] Notes or possession or distribution of any offering material in relation to the [Underwritten] Notes in any jurisdiction where action for that purpose is required unless the Depositor or NMAC has agreed to such actions and such actions have been taken;

(c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the [Underwritten] Notes or distribute any such offering material in or from any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligation on the Depositor or NMAC or the Underwriters;

(d) Such Underwriter acknowledges that it is not authorized to give any information or make any representation in relation to the [Underwritten] Notes other than (i) oral communications that are consistent with the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus for the Notes and (iii) an Underwriter Free Writing Prospectus in accordance with Section 6 of this Agreement, or (iv) such additional information, if any, as the Depositor or NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of the [Underwritten] Notes;

(e) Each Underwriter, severally and not jointly, (i) represents to NMAC and the Depositor that as of the date of this Agreement, it (a) has not delivered any Rating Information to any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (b) has not participated in any oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) unless a designated representative from NMAC participated in such communication.

(f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) with respect to anything done by such Underwriter in relation to the Notes in, from or otherwise involving the United Kingdom;

(g) Each Underwriter 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 Depositor; and

(h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees with the Seller that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Notes to the public in that Relevant Member State other than at any time to persons that are “qualified investors” (within

28 (Nissan 20[•]-[•] Underwriting Agreement)

the meaning of Article 2(1)(e) of the Prospectus Directive); provided that no such offer of Notes shall require the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this Section 15(h), (A) the expression an “offer of Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means, presenting sufficient information on the terms of the offer and the Offered Notes to be offered, so as to enable an investor to decide to purchase or subscribe to the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State), (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU, and (D) the countries comprising the “European Economic Area” or “EEA” are Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

Section 16. 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 CONFLICTS OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 17. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 18. No Bankruptcy Petition. Each Underwriter 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 NILT Trust, the Depositor, the Trustee, the Titling Trust, the Issuer, 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.

Section 19. Acknowledgement. Each of NMAC and the Depositor hereby acknowledges that pursuant to this Agreement (a) the Underwriters are acting as principals and not as agents or fiduciaries of NMAC or the Depositor and (b) the engagement by NMAC and the Depositor of the Underwriters is as independent contractors and not in any other capacity. Furthermore, each of NMAC and the Depositor agrees that none of the Underwriters is advising NMAC, the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of NMAC and the Depositor agrees that it is solely responsible for independently making its own judgments with respect to the matters covered by this Agreement (irrespective of whether any of the Underwriters has advised or is currently advising NMAC or the Depositor on other matters), and the Underwriters shall have no responsibility or liability to NMAC or the Depositor with respect to any legal, tax, investment, accounting or regulatory

29 (Nissan 20[•]-[•] Underwriting Agreement)

matters. Any review by the Underwriters of NMAC or the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of NMAC, the Depositor or any other person.

Section 20. Counterparts. This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signatures follow on next page]

30 (Nissan 20[•]-[•] Underwriting Agreement)

If the foregoing is in accordance with your understanding of our agreement, please sign and return to NMAC and the Depositor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, NMAC and the Depositor in accordance with its terms.

Very truly yours,

NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation

By:

Name:

Title:

NISSAN AUTO LEASING LLC II, a Delaware limited liability company

By:

Name:

Title:

S-1 (Nissan 20[•]-[•] Underwriting Agreement)

CONFIRMED AND ACCEPTED,

as of the date first above written:

[•],

as Representative of the Several Underwriters

By:
	Authorized Signatory

S-2 (Nissan 20[•]-[•] Underwriting Agreement)

SCHEDULE A

Underwriters	[Principal Amount of Class A-1a Notes]	[Principal Amount of Class A-1b Notes]	[Principal Amount of Class A-2a Notes]	[Principal Amount of Class A-2b Notes]	[Principal Amount of Class A-3a Notes]	[Principal Amount of Class A-3b Notes]	[Principal Amount of Class A-4a Notes]	[Principal Amount of Class A-4b Notes]
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
	$	$	$	$	$	$	$	$
Total	$	$	$	$	$	$	$	$

A-1 (Nissan 20[•]-[•] Underwriting Agreement)

EX-4.1

Exhibit 4.1

NISSAN AUTO LEASE TRUST 20[—]-[—]

[$[—]

[—]% Asset Backed Notes, Class A-1a]

[$[—]

[—]% Asset Backed Notes, Class A-1b]

[$[—]

[—]% Asset Backed Notes, Class A-2a]

[$[—]

[—]% Asset Backed Notes, Class A-2b]

[$[—]

[—]% Asset Backed Notes, Class A-3a]

[$[—]

[—]% Asset Backed Notes, Class A-3b]

[$[—]

[—]% Asset Backed Notes, Class A-4a]

[$[—]

[—]% Asset Backed Notes, Class A-4b]

NISSAN AUTO LEASE TRUST 20[—]-[—]

and

[                    ],

as Indenture Trustee

INDENTURE

Dated as of [—], 20[—]

ARTICLE ONE

DEFINITIONS

SECTION 1.01	Capitalized Terms	1
SECTION 1.02	Interpretation	2
SECTION 1.03	Incorporation by Reference Trust Indenture Act	2
ARTICLE TWO THE NOTES
SECTION 2.01	Form	3
SECTION 2.02	Execution, Authentication and Delivery	3
SECTION 2.03	Temporary Notes	4
SECTION 2.04	Registration; Registration of Transfer and Exchange	4
SECTION 2.05	Mutilated, Destroyed, Lost or Stolen Notes	6
SECTION 2.06	Persons Deemed Owners	7
SECTION 2.07	Cancellation	7
SECTION 2.08	Release of Collateral	7
SECTION 2.09	Book-Entry Notes	8
SECTION 2.10	Notices to Clearing Agency	8
SECTION 2.11	Definitive Notes	8
SECTION 2.12	Authenticating Agents	9
SECTION 2.13	Tax Treatment	10
SECTION 2.14	[The Interest Rate Swap Agreement(s)	10
SECTION 2.15	[The Interest Rate Cap Agreement(s)	12
SECTION 2.16	Tax Forms	15
SECTION 2.17	Retained Notes	15
ARTICLE THREE COVENANTS
SECTION 3.01	Payments to Noteholders, Trust Certificateholders[, Swap Counterparty] and Depositor	16
SECTION 3.02	Maintenance of Office or Agency	17
SECTION 3.03	Money for Payments to be Held in Trust	17
SECTION 3.04	Existence	19
SECTION 3.05	Protection of Owner Trust Estate	19
SECTION 3.06	Opinions as to Owner Trust Estate	20

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TABLE OF CONTENTS

(continued)

SECTION 3.07	Performance of Obligations; Servicing of the 20[—]-[—] SUBI Assets	20
SECTION 3.08	Negative Covenants	21
SECTION 3.09	Annual Statement as to Compliance	22
SECTION 3.10	Restrictions on Certain Other Activities	23
SECTION 3.11	Notice of Defaults	23
SECTION 3.12	Further Instruments and Acts	23
SECTION 3.13	Delivery of the 20[—]-[—] SUBI Certificate	23
SECTION 3.14	Compliance with Laws	23
SECTION 3.15	Issuing Entity May Consolidate, etc., Only on Certain Terms	24
SECTION 3.16	Successor or Transferee	25
SECTION 3.17	Removal of the Administrative Agent	26
SECTION 3.18	Perfection Representations	26
SECTION 3.19	Securities Exchange Act Filings	26
SECTION 3.20	Regulation AB Representations, Warranties and Covenants	26
ARTICLE FOUR SATISFACTION AND DISCHARGE
SECTION 4.01	Satisfaction and Discharge of Indenture	27
SECTION 4.02	Application of Trust Money	28
SECTION 4.03	Repayment of Monies Held by Paying Agent	28
ARTICLE FIVE INDENTURE DEFAULT
SECTION 5.01	Indenture Defaults	28
SECTION 5.02	Acceleration of Maturity; Waiver of Indenture Default	30
SECTION 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	31
SECTION 5.04	Remedies; Priorities	33
SECTION 5.05	Optional Preservation of the Collateral	34
SECTION 5.06	Limitation of Suits	34
SECTION 5.07	Rights of Noteholders to Receive Principal and Interest	35
SECTION 5.08	Restoration of Rights and Remedies	35
SECTION 5.09	Rights and Remedies Cumulative	35
SECTION 5.10	Delay or Omission Not a Waiver	35

ii

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(continued)

SECTION 5.11	Control by Noteholders	36
SECTION 5.12	[Reserved]	36
SECTION 5.13	Undertaking for Costs	36
SECTION 5.14	Waiver of Stay or Extension Laws	36
SECTION 5.15	Action on Notes	37
SECTION 5.16	Performance and Enforcement of Certain Obligations	37
SECTION 5.17	Sale of Collateral	37
ARTICLE SIX THE INDENTURE TRUSTEE
SECTION 6.01	Duties of Indenture Trustee	38
SECTION 6.02	Rights of Indenture Trustee	39
SECTION 6.03	Individual Rights of Indenture Trustee	41
SECTION 6.04	Indenture Trustee’s Disclaimer	41
SECTION 6.05	Notice of Defaults	41
SECTION 6.06	Reports by Indenture Trustee to Noteholders	41
SECTION 6.07	Compensation and Indemnity	41
SECTION 6.08	Replacement of Indenture Trustee	42
SECTION 6.09	Successor Indenture Trustee by Merger	44
SECTION 6.10	Appointment of Co-Trustee or Separate Trustee	44
SECTION 6.11	Eligibility; Disqualification	45
SECTION 6.12	Trustee as Holder of the 20[—]-[—] SUBI Certificate	46
SECTION 6.13	Representations and Warranties of Indenture Trustee	46
SECTION 6.14	Furnishing of Documents	46
SECTION 6.15	Preferred Collection of Claims Against Issuing Entity	46
ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS
SECTION 7.01	Note Registrar to Furnish Noteholder Names and Addresses	47
SECTION 7.02	Preservation of Information; Communications to Noteholders	47
SECTION 7.03	Reports by Issuing Entity	48
SECTION 7.04	Reports by Indenture Trustee	48
SECTION 7.05	Indenture Trustee Website	48
SECTION 7.06	Information to be Provided by the Indenture Trustee	49

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(continued)

ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES
SECTION 8.01	Collection of Money	49
SECTION 8.02	Accounts	49
SECTION 8.03	Payment Date Certificate	52
SECTION 8.04	Disbursement of Funds	54
SECTION 8.05	General Provisions Regarding Accounts	58
SECTION 8.06	Release of Owner Trust Estate	59
SECTION 8.07	Release of Interest In 20[—]-[—] Leases and 20[—]-[—] Vehicles Upon Purchase or Reallocation by the Servicer	59
SECTION 8.08	Opinion of Counsel	60
ARTICLE NINE SUPPLEMENTAL INDENTURES
SECTION 9.01	Supplemental Indentures Without Consent of Noteholders	60
SECTION 9.02	Supplemental Indentures With Consent of Noteholders	62
SECTION 9.03	Execution of Supplemental Indentures	63
SECTION 9.04	Effect of Supplemental Indenture	63
SECTION 9.05	Reference in Notes to Supplemental Indentures	63
ARTICLE TEN REDEMPTION OF NOTES
SECTION 10.01	Redemption	64
SECTION 10.02	Form of Redemption Notice	64
SECTION 10.03	Notes Payable on Redemption Date	65
ARTICLE ELEVEN MISCELLANEOUS
SECTION 11.01	Compliance Certificates and Opinions	65
SECTION 11.02	Form of Documents Delivered to Indenture Trustee	67
SECTION 11.03	Acts of Noteholders	68
SECTION 11.04	Notices	68
SECTION 11.05	Notices to Noteholders; Waiver	69
SECTION 11.06	Effect of Headings and Table of Contents	69
SECTION 11.07	Successors and Assigns	69
SECTION 11.08	Severability	69
SECTION 11.09	Benefits of Indenture	69

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(continued)

SECTION 11.10	Legal Holidays	70
SECTION 11.11	Governing Law	70
SECTION 11.12	Counterparts	70
SECTION 11.13	Recording of Indenture	70
SECTION 11.14	Trust Obligation	70
SECTION 11.15	No Petition	70
SECTION 11.16	No Recourse	71
SECTION 11.17	Inspection	71
SECTION 11.18	Limitation of Liability of Owner Trustee	71
SECTION 11.19	Conflict with Trust Indenture Act	72
SECTION 11.20	Intent of the Parties; Reasonableness	72
SECTION 11.21	[Limitation of Rights	72

SCHEDULES

Schedule I Perfection Representations, Warranties and Covenants EXHIBITS
Exhibit A—Form of Notes	A-1
Exhibit B—Form of Depository Agreement	B-1
Exhibit C—Applicable Servicing Criteria	C-1

v

Reconciliation and Tie between the Trust Indenture Act

of 1939 and Indenture

310	(a) (1)	6.08, 6.11
	(a) (2)	6.08, 6.11
	(a) (3)	6.10(b)(i)
	(a) (4)	6.12
	(a) (5)	6.11
	(b)	6.08, 6.11, 11.05
311	(a)	6.15
	(b)	6.15
312	(a)	7.01
	(b)	7.01, 7.02(b)
	(c)	7.02(c)
313	(a)	7.04
	(b) (1)	7.04
	(b) (2)	7.04
	(c)	7.03, 7.04, 11.05
	(d)	7.04
314	(a)	3.09, 7.03, 11.05
	(b)	11.13
	(c) (1)	11.01
	(c) (2)	8.08, 11.01
	(c) (3)	11.01
	(d)	11.01(b)
	(e)	11.01
	(f)	N.A.
315	(a)	6.01(b)
	(b)	6.05
	(c)	6.01(a)
	(d)	6.01(c)
	(e)	5.13
316	(a) (1) (A)	5.11, 6.01(c)
	(a) (1) (B)	5.02
	(a) (2)	N.A.
	(b)	5.07
	(c)	N.A.
317	(a) (1)	5.04
	(a) (2)	5.03(d)
	(b)	3.03
318	(a)	11:19

(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.

vi

INDENTURE

This Indenture, dated as of [—], 20[—] (as amended, supplemented or otherwise modified from time to time, this “Indenture”), is between the Nissan Auto Lease Trust 20[—]-[—], a Delaware statutory trust (the “Issuing Entity”), and [            , a national banking association (“            ”)], as trustee (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other parties and the holders of the Issuing Entity’s [[—]% Asset Backed Notes, Class A-1a (the “Class A-1a Notes”)], [[—]% Asset Backed Notes, Class A-1b (the “Class A-1b Notes” and, together with the Class A-1a Notes, the “Class A-1 Notes”)], [[—]% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”), [[—]% Asset Backed Notes, Class A-2b (the “Class A-2b Notes”, and, together with the Class A-2a Notes, the “Class A-2 Notes”)], [[—]% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”), [[—]% Asset Backed Notes, Class A-3b (the “Class A-3b Notes”, and, together with the Class A-3a Notes, the “Class A-3 Notes”)], [[—]% Asset Backed Notes, Class A-4a (the “Class A-4a Notes”), and [[—]% Asset Backed Notes, Class A-4b (the “Class A-4b Notes”, and, together with the Class A-4a Notes, the “Class A-4 Notes”)] (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “Notes”):

GRANTING CLAUSE

The Issuing Entity hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders[, and the Swap Counterparty] all of the Issuing Entity’s right, title and interest, whether now owned or hereafter acquired, in and to (i) the Owner 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[, and the Swap Counterparty], 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 [and the Swap Counterparty] may be adequately and effectively protected.

ARTICLE ONE

DEFINITIONS

SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [—], 20[—], by and among the Issuing Entity, NILT Trust, a Delaware

(NALT 20[—]-[—] Indenture)

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” or “Trustee”), [            ], a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [            ], 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 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 Indenture, (iii) 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, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Indenture, except that references to the SUBI Trust Agreement include only such items as related to the 20[—]-[—] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Indenture include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

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.

2 (NALT 20[—]-[—] Indenture)

“obligor” on the indenture securities means the Issuing Entity 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.

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 Issuing Entity. 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 Issuing Entity, 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 an Issuing Entity Order, authenticate and deliver for original issue the following aggregate principal amounts of the Notes: [(i) $[—] of Class A-1a Notes], [(ii) $[—] of Class A-1b Notes], [(iii) $[—] of Class A-2a Notes], [(iv) $[—] of Class A-2b Notes], [(v) $[—] of Class A-3a Notes], [(vi) $[—] of Class A-3b Notes], [(vii) $[—] of Class A-4a Notes], and [(viii) $[—] of Class A-4b Notes]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 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 $25,000 and in integral multiples of $1,000 in excess thereof[; provided, that the Retained Notes, if any, shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of this Indenture].

No Note may be sold, pledged or otherwise transferred to any Person except in accordance with Section 2.04 and any attempted sale, pledge or transfer in violation of such Section shall be null and void.

3 (NALT 20[—]-[—] Indenture)

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.

SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the Owner Trustee may execute, on behalf of the Issuing Entity, and upon receipt of an Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity, 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 Issuing Entity shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuing Entity 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 Issuing Entity that it is unable to act as Note Registrar, the Issuing Entity 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 Issuing Entity 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 Issuing Entity as Note Registrar, the Issuing Entity 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.

4 (NALT 20[—]-[—] Indenture)

(b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuing Entity 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 Issuing Entity, 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.

(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 Issuing Entity, 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 Issuing Entity or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuing Entity 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 Issuing Entity, 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 Issuing Entity 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.

(f) Each Noteholder shall be deemed to represent, warrant and covenant (on the date of acquisition of a Note (or any interest therein) and throughout the period of holding such Note (or interest therein)) that either (i) it is not, and is not acting on behalf of, a Plan, or (ii) (a) the Note is rated at least “investment grade” by a nationally recognized statistical rating agency at the time of acquisition, and (b) the Noteholder’s acquisition, holding and disposition of such Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation of any Similar Law. Benefit Plan Investors may not acquire the Notes at any time that the rating on the Notes are below “investment grade.”

(g) The Tax Retained Notes, if any, will not be transferred (other than to a Person specified in the definition of Tax Retained Notes) unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that either (A) such Notes will be debt for United States federal income tax purposes or (B) the transfer of such Notes will not cause (i) the Issuing Entity to be treated as an association or publicly traded partnership taxable as a corporation (ii) any Outstanding Notes (other than any Tax Retained Notes) that were characterized as debt at the time of their issuance (based upon an opinion of a nationally recognized tax counsel) to be treated as other than debt

5 (NALT 20[—]-[—] Indenture)

for United States federal income tax purposes or (iii) an event in which gain or loss would be recognized by any holder in respect of any Outstanding Notes (other than any Tax Retained Notes) that were characterized as debt at the time of their issuance (based upon an opinion of a nationally recognized tax counsel). With respect to any transfer of the Tax Retained Notes (other than to a Person specified in the definition of Tax Retained Notes) for which no written opinion of counsel is provided pursuant to the preceding sentence as described in clause (A), the transfer of such Notes must be to a “United States person” as defined in Section 7701(a)(30) of the Code. If there are other Notes of the same Class as such transferred Notes which are not Tax Retained Notes prior to such transfer, such transfer will not be effective unless (i) the Tax Retained Notes are part of the same issue (as described in United States Treasury Regulation Section 1.1275-2(k)) as the other Notes from the same Class, (ii) neither the Tax Retained Notes nor such other Notes from the same Class will be treated as issued with original issue discount for U.S. federal income tax purposes or (iii) the Tax Retained Notes and such other Notes from the same Class can be tracked in a manner that will allow each holder of any such Note to identify the information described in United States Treasury Regulation Section 1.1275-3(b)(1)(i) with respect to each such Note.

The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Issuing Entity, 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 8 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 Issuing Entity, and upon receipt of an Issuing Entity 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 Issuing Entity 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 8 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity 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 delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article 8 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 Issuing Entity or the Indenture Trustee in connection therewith.

6 (NALT 20[—]-[—] Indenture)

Upon the issuance of any replacement Note under this Section, the Issuing Entity 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 Issuing Entity, 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 Issuing Entity, the Indenture Trustee and their respective agents shall 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, whether or not such Note is overdue, and none of the Issuing Entity, 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 Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuing Entity 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 Issuing Entity shall direct by an Issuing Entity Order that they be destroyed or returned to it; provided, that such Issuing Entity 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 other Basic Documents, the Indenture Trustee shall release property from the Lien of this Indenture only upon receipt of an Issuing Entity Request, accompanied by (i) an Officer’s Certificate, (ii) an Opinion of Counsel and (iii) unless such release is in connection with a redemption of the Notes in accordance with Section 10.01, Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

7 (NALT 20[—]-[—] Indenture)

SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes [(other than the Retained 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 Issuing Entity. For each Class of Book-Entry Notes, 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 [(other than the Retained Notes)]except as provided in Section 2.11. [Except for the Retained Notes, and otherwise,] 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, [except for the Retained Notes, and otherwise,] 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. [Except for the Retained Notes (which shall be originally issued as Definitive Notes),] if (i) (A) the Depositor, the Owner Trustee or the Administrative Agent advises the Indenture Trustee in writing that the Clearing Agency is no

8 (NALT 20[—]-[—] Indenture)

longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Depositor, 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 Depositor, the Indenture Trustee or the Administrative Agent, to the extent permitted by applicable law, 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 Issuing Entity, 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity, 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.

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

9 (NALT 20[—]-[—] Indenture)

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 Issuing Entity. 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 Issuing Entity. 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 Issuing Entity.

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 Tax Treatment. The Issuing Entity has entered into this Indenture, and the Notes [(other than the Retained Notes)] will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuing Entity, 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 [(other than the Retained Notes)] for federal, state and local income, single business and franchise tax purposes as indebtedness.

SECTION 2.14 [The Interest Rate Swap Agreement(s).

(a) On the Closing Date, the Issuing Entity shall execute and deliver each Initial Interest Rate Swap Agreement.

(b) Subject to Section 11.21 hereof, the Indenture Trustee shall take all steps necessary to enforce the Issuing Entity’s rights under each Interest Rate Swap Agreement, including receiving payments from the Swap Counterparty when due and exercising the Issuing Entity’s rights under each Interest Rate Swap Agreement in accordance with the terms of such Interest Rate Swap Agreement.

(c) [    ] is hereby designated calculation agent with respect to each Interest Rate Swap Agreement (including any successor or replacement calculation agent designated from time to time by agreement of the parties hereto, the “Calculation Agent”), and in such capacity, on each Interest Determination Date, will calculate the Interest Rate with respect to 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 Noteholders 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., 9.8765445% (or .09876545) would be rounded to 9.87655% or .0987655)), and all dollar amounts used in or resulting from that calculation on the

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Floating Rate Note will be rounded to the nearest cent (with one-half cent being rounded upwards). The Calculation Agent may be removed by the Issuing Entity at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuing Entity, the Issuing Entity will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuing Entity or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

(d) The Indenture Trustee shall have no liability with respect to any act or failure to act by the Issuing Entity under any Interest Rate Swap 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). Additionally, the Indenture Trustee will be responsible for collecting Net Swap Payments and any Swap Termination Payments payable by the Swap Counterparty under each Interest Rate Swap Agreement.

(e) In the event of any early termination of an Interest Rate Swap Agreement, (i) upon written direction of the Issuing Entity and notification of such early termination, the Indenture Trustee shall establish the Swap Termination Payment Account, (ii) any Swap Termination Payments received from the Swap Counterparty will be remitted to the Swap Termination Payment Account and (iii) any Swap Replacement Proceeds received from a Replacement Swap Counterparty will be remitted directly to the Swap Counterparty; provided, that any such remittance to the Swap Counterparty shall not exceed the amounts, if any, owed to the Swap Counterparty under such Interest Rate Swap Agreement; provided, further that the Swap Counterparty shall only receive Swap Replacement Proceeds if all Swap Termination Payments due from the Swap Counterparty to the Issuing Entity have been paid in full and if such amounts have not been paid in full then the amount of Swap Replacement Proceeds necessary to make up any deficiency shall be remitted to the Swap Termination Payment Account.

(f) The Issuing Entity shall promptly, following the early termination of any Initial Interest Rate Swap Agreement due to a Swap Event of Default or Swap Termination Event, and in accordance with the terms of such Interest Rate Swap Agreement, enter into a replacement Interest Rate Swap Agreement (each, a “Replacement Interest Rate Swap Agreement”) with a replacement Swap Counterparty that satisfies the conditions set forth in such Interest Rate Swap Agreement (a “Replacement Swap Counterparty”) to the extent possible and practicable through application of funds available in the Swap Termination Payment Account unless entering into such Replacement Interest Rate Swap Agreement will cause the Rating Agency Condition not to be satisfied. Other than a Replacement Interest Rate Swap Agreement entered into pursuant to this clause, the Issuing Entity may not enter into any additional Interest Rate Swap Agreements.

(g) For any terminated Interest Rate Swap Agreement as described in clause (f) of this Section, to the extent that (i) the funds available in the Swap Termination Payment Account exceed the costs of entering into a Replacement Interest Rate Swap Agreement or (ii) the Issuing Entity determines not to replace a terminated Initial Interest Rate Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap

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Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Interest Rate Swap Agreement, if applicable) shall be allocated in accordance with the order of priority specified in Section 8.04 of the Indenture on the following Payment Date. In any other situation, amounts on deposit in the Swap Termination Payment Account at any time shall be invested pursuant to Section 8.05, and on each Payment Date after the creation of the Swap Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (iv) of Section 8.04(a) of this Indenture and clauses (i) through (viii) of Section 8.04(b) of this Indenture, provided, that in no event will the amount withdrawn from the Swap Termination Payment Account on such Payment Date exceed the amount of Net Swap Receipts that would have been required to be paid on such Payment Date under the terminated Interest Rate Swap Agreement had there been no termination of such agreement. Any amounts remaining in the Swap Termination Payment Account after payment in full of the Class A-4 Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 8.04 of the Indenture on the following Payment Date.

(h) If the Swap Counterparty is required to post collateral under the terms of an Interest Rate Swap Agreement, upon written direction of the Issuing Entity and notification of such requirement, the Indenture Trustee shall establish the Swap Collateral Account (the “Swap Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee, the Swap Counterparty and the Noteholders shall have any legal or beneficial interest. The Indenture Trustee shall deposit all collateral posted by the Swap Counterparty pursuant to the related Interest Rate Swap Agreement into the Swap Collateral Account. Any and all funds at any time on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the Swap Counterparty and the Noteholders. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Swap Collateral Account shall be (i) for application to obligations of the Swap Counterparty to the Issuing Entity under the related Interest Rate Swap Agreement in accordance with the terms of such Interest Rate Swap Agreement or (ii) to return collateral to the Swap Counterparty when and as required by the related Interest Rate Swap Agreement.

(i) If at any time an Interest Rate Swap Agreement becomes subject to early termination due to the occurrence of a Swap Event of Default or a Swap Termination Event, the Issuing Entity and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable grace period) to enforce the rights of the Issuing Entity thereunder as may be permitted by the terms of such Interest Rate Swap Agreement and consistent with the terms hereof. To the extent not fully paid from Swap Replacement Proceeds, any SwapTermination Payment owed by the Issuing Entity to the Swap Counterparty under an Interest Rate Swap Agreement shall be payable to the Swap Counterparty in installments made on each following Payment Date until paid in full in accordance with the order of priority specified in Section 8.04 of the Indenture. To the extent that the Swap Replacement Proceeds exceed any such Swap Termination Payments (or if there are no Swap Termination Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess of such Swap Termination Payments, if any, shall be included in Available Funds and allocated and applied in accordance with the order of priority specified in Section 8.04 of the Indenture on the following Payment Date.]

SECTION 2.15 [The Interest Rate Cap Agreement(s).

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(a) On the Closing Date, the Issuing Entity shall execute and deliver each Initial Interest Rate Cap Agreement.

(b) Subject to Section 11.21 hereof, the Indenture Trustee shall take all steps necessary to enforce the Issuing Entity’s rights under each Interest Rate Cap Agreement, including receiving payments from the Cap Provider when due and exercising the Issuing Entity’s rights under each Interest Rate Cap Agreement in accordance with the terms of such Interest Rate Cap Agreement.

(c) [_] is hereby designated calculation agent with respect to each Interest Rate Cap Agreement (including any successor or replacement calculation agent designated from time to time by agreement of the parties hereto, the “Calculation Agent”), and in such capacity, on each Interest Determination Date, will calculate the Interest Rate with respect to 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 Noteholders 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., 9.8765445% (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 Note will be rounded to the nearest cent (with one-half cent being rounded upwards). The Calculation Agent may be removed by the Issuing Entity at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuing Entity, the Issuing Entity will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuing Entity or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

(d) The Indenture Trustee shall have no liability with respect to any act or failure to act by the Issuing Entity under any 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). Additionally, the Indenture Trustee will be responsible for collecting any Cap Termination Payments payable by the Cap Provider under each Interest Rate Cap Agreement.

(e) In the event of any early termination of an Interest Rate Cap Agreement, (i) upon written direction of the Issuing Entity and notification of such early termination, the Indenture Trustee shall establish the Cap Termination Account, (ii) any Cap Termination Payments received from the Cap Provider will be remitted to the Cap Termination Account, and (iii) any Cap Replacement Proceeds received from a Replacement Cap Provider will be remitted directly to the Cap Provider; provided that the Cap Provider shall only receive Cap Replacement Proceeds if all Cap Termination Payments due from the Cap Provider to the Issuing Entity have been paid in full and if such amounts have not been paid in full then the amount of Cap Replacement Proceeds necessary to make up any deficiency shall be remitted to the Swap Termination Account.

13 (NALT 20[—]-[—] Indenture)

(f) The Issuing Entity shall promptly, following the early termination of any Initial Interest Rate Cap Agreement due to a Cap Event of Default or Cap Termination Event, and in accordance with the terms of such Interest Rate Cap Agreement, enter into a replacement Interest Rate Cap Agreement (each, a “Replacement Interest Rate Cap Agreement”) with a replacement Cap Provider that satisfies the conditions set forth in such Interest Rate Cap Agreement (a “Replacement Cap Provider”) to the extent possible and practicable through application of funds available in the Cap Termination Account unless entering into such Replacement Interest Rate Cap Agreement will cause the Rating Agency Condition not to be satisfied. Other than a Replacement Interest Rate Cap Agreement entered into pursuant to this clause, the Issuing Entity may not enter into any additional Interest Rate Cap Agreements.

(g) For any terminated Interest Rate Cap Agreement as described in clause (f) of this Section, to the extent that (i) the funds available in the Cap Termination Account exceed the costs of entering into a Replacement Interest Rate Cap Agreement or (ii) the Issuing Entity determines not to replace a terminated Initial Interest Rate Cap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Cap Termination Account (other than funds used to pay the costs of entering into a Replacement Interest Rate Cap Agreement, if applicable) shall be allocated in accordance with the order of priority specified in Section 8.04 of the Indenture on the following Payment Date. In any other situation, amounts on deposit in the Cap Termination Account at any time shall be invested pursuant to Section 8.05, and on each Payment Date after the creation of the Cap Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (iv) of Section 8.04(a) of this Indenture and clauses (i) through (viii) of Section 8.04(b) of this Indenture. Any amounts remaining in the Cap Termination Account after payment in full of the Class A-4 Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 8.04 of the Indenture on the following Payment Date.

(h) If the Cap Provider is required to post collateral under the terms of an Interest Rate Cap Agreement, upon written direction of the Issuing Entity and notification of such requirement, the Indenture Trustee shall establish the Cap Collateral Account (the “Cap Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee, the Cap Provider and the Noteholders shall have any legal or beneficial interest. The Indenture Trustee shall deposit all collateral posted by the Cap Provider pursuant to the related Interest Rate Cap Agreement into the Cap Collateral Account. Any and all funds at any time on deposit in, or otherwise to the credit of, the Cap Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the Cap Provider and the Noteholders. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Cap Collateral Account shall be for application to obligations of the Cap Provider to the Issuing Entity under the related Interest Rate Cap Agreement in accordance with the terms of such Interest Rate Cap Agreement.

(i) If at any time an Interest Rate Cap Agreement becomes subject to early termination due to the occurrence of a Cap Event of Default or a Cap Termination Event, the Issuing Entity and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable grace period) to enforce the rights of the Issuing Entity thereunder as may be permitted by the terms of such Interest Rate Cap Agreement and consistent with the terms hereof.]

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SECTION 2.16 Tax Forms. Promptly upon request, each Noteholder shall provide to the Indenture Trustee, Paying Agent and/or the Issuer (or other person responsible for withholding of taxes) with the Tax Information.

SECTION 2.17 Retained Notes.

(a) No Retained Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and no Retained Note or any interest therein may be resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable Securities or “blue sky” laws, pursuant to an exemption therefrom or in a transaction not subject thereto.

(b) Each Retained Note will bear a legend to the following effect:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.

(c) Prior to any sale or transfer of any Tax Retained Note (or interest therein) that did not receive the written opinion of counsel described in clause (A) of Section 2.04(g), each prospective transferee of such Tax Retained Note (or interest therein) (except for transfers to a Person specified in the definition of Tax Retained Notes) shall provide a written representation letter to the Depositor and Indenture Trustee in a form that substantially provides the representations set forth in this Section 2.15(c) and will hereby be deemed to have represented and agreed as follows:

(i) The interests in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes together may at no time be held by more than 95 Persons. No transfer of Tax Retained Notes (or any interest therein) will be permitted to the extent that such transfer would cause the number of direct or indirect holders of an interest in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes to exceed a number equal to 95 Persons and any such transfers shall be void ab initio. The Depositor shall have the duty and obligation to ascertain the number of direct or indirect holders of an interest in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes.

15 (NALT 20[—]-[—] Indenture)

(ii) No holder of a Tax Retained Note (or interest therein) shall acquire or transfer any Tax Retained Note (or any interest therein) or cause any Tax Retained Note (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.

(iii) Each holder of a Tax Retained Note (or any interest therein) shall represent and warrant that it (i) is not, and will not become, a partnership, a corporation taxed under Subchapter S of the Code or a grantor trust (or disregarded entity the single owner of which is any of the foregoing) for U.S. federal income tax purposes, or (ii) is such an entity and at no time will more than 50% of the value of any interest in such entity (or the single owner in the case of a disregarded entity described above) be attributable to such entity’s interest in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes that it holds or beneficially owns.

(iv) The provisions of this Section of the Indenture generally are intended to prevent the Issuing Entity from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, and the Indenture Trustee shall take such intent into account in determining whether or not the requirements of this Section 2.15 have been complied with in connection with any proposed transfer of any Tax Retained Note (or interest therein).

(v) Each holder of a Tax Retained Note (i) is a “United States person” as defined in Section 7701(a)(30) of the Code and (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Depositor or the Indenture Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or Opinion of Counsel as may be requested in this regard by the Depositor or the Indenture Trustee).

ARTICLE THREE

COVENANTS

SECTION 3.01 Payments to Noteholders, Trust Certificateholders[, Swap Counterparty] and Depositor. The Issuing Entity 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) [pay all amounts due to the Swap Counterparty under and in accordance with the Interest Rate Swap Agreement(s), and (iii)] 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 the Servicing Agreement. Without limiting the foregoing, subject to Section 8.04, the Issuing Entity 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 Issuing Entity to such Noteholder or Trust Certificateholder for all purposes of this Indenture.

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SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on behalf of the Issuing Entity, 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 Issuing Entity, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices to and demands upon the Issuing Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. The Issuing Entity 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 Issuing Entity 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 Issuing Entity 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[, or to the Swap Counterparty] that are to be made from amounts withdrawn from the Note Distribution Account, the Reserve Account, if any, [or, as applicable, the Swap Termination Payment Account, if any,] shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on Notes (or to the Swap Counterparty, as the case may be,] shall be paid over to the Issuing Entity 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 Issuing Entity 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 Issuing Entity or the Owner Trustee, except as provided by this Section.

On each Payment Date and Redemption Date, the Issuing Entity 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 Issuing Entity to effect such deposit.

[The Indenture Trustee will promptly, on the date of receipt, deposit all [Net Swap][Cap] Receipts, if any, received by it into and, subject to Section 2.14, transfer the amounts on deposit, if any, in the [Swap Termination Payment Account][Cap Termination Account], if any, to the 20[—]-[—] SUBI Collection Account. The Servicer will promptly, on the date of receipt, deposit all [Net Swap Receipts][Cap Receipts] received by it, if any, into the 200[—]-[—] SUBI Collection Account.]

17 (NALT 20[—]-[—] Indenture)

The Indenture Trustee, as Paying Agent, hereby agrees with the Issuing Entity that it will, and the Issuing Entity 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 [or under any Interest Rate Swap Agreement(s)] 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 Issuing Entity 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 [or under any Interest Rate Swap Agreement(s)];

(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 [or under any Interest Rate Swap Agreement(s)] 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 [or under any Interest Rate Swap Agreement(s)] of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity 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 trust and be paid to Second Harvest Food Bank of Middle Tennessee upon presentation thereto of an Issuing Entity Order, and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuing Entity 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(e), the Indenture

18 (NALT 20[—]-[—] 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 Issuing Entity, cause to be published once, in an Authorized Newspaper, 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 Second Harvest Food Bank of Middle Tennessee. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuing Entity, any other reasonable means of notification of such repayment specified by the Issuing Entity or the Administrative Agent.

SECTION 3.04 Existence. The Issuing Entity 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 Issuing Entity hereunder is or becomes, organized under the laws of any other state or of the United States, in which case the Issuing Entity 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 Owner Trust Estate.

SECTION 3.05 Protection of Owner Trust Estate. The Issuing Entity intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty] to be prior to all other liens in respect of the Owner Trust Estate, and the Issuing Entity shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty], a first lien on and a first priority, perfected security interest in the Owner Trust Estate. The Issuing Entity 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 Issuing Entity, and shall take such other action necessary or advisable to:

(a) Grant more effectively all or any portion of the Collateral;

(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 any Interest Rate [Swap][Cap] Agreement)];

(e) preserve and defend title to the Collateral and the rights of the Indenture Trustee, the Noteholders [and the [Swap Counterparty] in the Collateral against the claims of all Persons; or

(f) pay all taxes or assessments levied or assessed upon the Collateral when due.

19 (NALT 20[—]-[—] Indenture)

The Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize, file and/or execute all financing statements, continuation statements or other instruments required to be authorized, executed and/or filed pursuant to this Section.

SECTION 3.06 Opinions as to Owner Trust Estate.

(a) On the Closing Date, the Issuing Entity 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 (subject to standard limitations, qualifications and assumptions), the provisions of the Indenture are effective under the New York UCC to create in favor of the Indenture Trustee a security interest in the Issuing Entity’s rights in the Collateral and in identifiable proceeds thereof, and upon filing of the applicable financing statement, the Indenture Trustee’s security interest in the Issuing Entity’s rights in the Collateral and in identifiable proceeds thereof will be perfected.

(b) On or before June 30 of each calendar year, beginning with [—], [—], the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel to the effect stating either (i) that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest of this Indenture and reciting the details of such action, or (ii) that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

SECTION 3.07 Performance of Obligations; Servicing of the 20[—]-[—] SUBI Assets.

(a) The Issuing Entity 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 Owner 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 Issuing Entity 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 Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Administrative Agent, and the Administrative Agent has agreed, to assist the Issuing Entity in performing its duties under this Indenture.

(c) The Issuing Entity 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 Owner Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements 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. The

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Issuing Entity, as a party to the Basic Documents and as Holder of the 20[—]-[—] SUBI Certificate, shall not modify, amend, supplement, waive or terminate any Basic Document or any provision thereof other than in accordance with the applicable amendment provisions set forth in such Basic Document. [Notwithstanding the foregoing, the Issuing Entity may not amend any Basic Document in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

(d) If the Indenture Trustee or an Authorized Officer of the Issuing Entity shall have knowledge of the occurrence of a Servicer Default, such entity shall promptly notify the other entity and the Administrative Agent thereof, and shall specify in such notice the action, if any, the other entity is taking in respect of such default. The Administrative Agent will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post the notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). 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 20[—]-[—] SUBI Assets, the Issuing Entity shall take all reasonable steps available to it to remedy such failure. Upon the occurrence of a Servicer Default with respect to the 20[—]-[—] 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 20[—]-[—] 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity shall not:

(a) engage in any activities other than financing, acquiring, owning, pledging and managing the 20[—]-[—] 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 Issuing Entity, including those assets included in the Owner 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 [or the payments payable to the Swap Counterparty] (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 [or the Swap Counterparty] by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate;

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(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 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 Owner 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 20[—]-[—] 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 Owner 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 Annual Statement as to Compliance. The Issuing Entity will cause the Servicer to deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuing Entity the annual statement of compliance described in Section 8.11 of the 20[—]-[—] Servicing Supplement. In addition, on the same date annually upon which such annual statement of compliance is to be delivered by the Servicer, the Issuing Entity shall deliver to the Indenture Trustee an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(a) a review of the activities of the Issuing Entity during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has complied with all conditions and covenants under this Indenture in all material respects throughout such year, or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

On or before June 15^th of each calendar year in which a Form 10-K is required to be filed on behalf of the Issuing Entity, commencing in 20[—], the Indenture Trustee shall deliver to the Issuing Entity and the Servicer a report regarding the Indenture Trustee’s assessment of compliance with each of the Servicing Criteria specified on Exhibit C hereto during the immediately preceding reporting year accompanied by an attestation report by a registered public accounting firm, in each case as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuing Entity and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified on Exhibit C hereto.

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SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided in the Basic Documents, unless and until the Issuing Entity shall have been released from its duties and obligations hereunder, the Issuing Entity shall not: (i) engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 20[—]-[—] 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 Issuing Entity agrees to give the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] and each Rating Agency prompt written notice of each Indenture Default hereunder [and each [Swap][Cap] Event of Default under any Interest Rate [Swap][Cap] Agreement. In addition, on (i) any Payment Date on which the Issuing Entity has not received from the [Swap Counterparty][Cap Provider] any amount due from the [Swap Counterparty][Cap Provider] on such Payment Date, (ii) the Business Day following any such Payment Date if the Issuing Entity has not yet received such amount due from the [Swap Counterparty][Cap Provider] or (iii) the Business Day on which such failure to pay by the [Swap Counterparty][Cap Provider] becomes a [Swap][Cap] Event of Default under the Interest Rate [Swap][Cap] Agreement, the Issuing Entity shall give prompt notice thereof to the [Swap Counterparty][Cap Provider], the Indenture Trustee and each Rating Agency.]

SECTION 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity 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 20[—]-[—] SUBI Certificate. On the Closing Date, the Issuing Entity shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 20[—]-[—] SUBI Certificate. The Indenture Trustee shall take possession of the 20[—]-[—] 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 20[—]-[—] SUBI Certificate in the Borough of Manhattan in the City of New York.

SECTION 3.14 Compliance with Laws. The Issuing Entity 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 Issuing Entity to perform its obligations under the Notes, this Indenture or any other Basic Document.

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SECTION 3.15 Issuing Entity May Consolidate, etc., Only on Certain Terms.

(a) The Issuing Entity shall not consolidate or merge with or into any other Person unless:

(i) the Person (if other than the Issuing Entity) 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 [(other than the Tax Retained Notes)] as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes [(other than the Tax Retained Notes)] for federal income tax purposes or (C) cause the Issuing Entity, the Depositor 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 Issuing Entity 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 Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any Person other than pursuant to the terms of the Basic Documents, unless:

(i) the Person that acquires by conveyance or transfer such properties and assets of the Issuing Entity 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

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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 Issuing Entity to be performed or observed, all as provided herein, (C) expressly agree 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 provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuing Entity, 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 agree 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity, the Depositor 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 Issuing Entity 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 Issuing Entity in accordance with Section 3.15(a), the Person formed by or surviving such consolidation or merger (if other than

25 (NALT 20[—]-[—] Indenture)

the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture with the same effect as if such Person had been named as the Issuing Entity herein.

(b) Upon a conveyance or transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.15(b), Nissan Auto Lease Trust 20[—]-[—] will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuing Entity with respect to the Notes and the Trust Certificates immediately upon the delivery of written notice to the Indenture Trustee stating that Nissan Auto Lease Trust 20[—]-[—] is to be so released.

SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrative Agent without cause unless so instructed by the Owner Trustee or the Indenture Trustee or in accordance with Section 1.09 of the Trust Administration Agreement.

SECTION 3.18 Perfection Representations.

(a) The representations, warranties and covenants set forth in Schedule I hereto shall be a part of this Indenture for all purposes.

(b) Notwithstanding any other provision of this Indenture or any other Basic Document, the perfection representations contained in Schedule I hereto shall be continuing, and remain in full force and effect until such time as all obligations under this Indenture have been finally and fully paid and performed.

(c) The parties to this Indenture: (i) shall not waive any of the perfection representations contained in Schedule I hereto; (ii) shall provide the Servicer prompt written notice of any breach of perfection representations contained in Schedule I hereto and the Servicer will thereafter deliver a copy of such notice to the Rating Agencies (which may be delivered by causing the Depositor to post such notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations); and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I hereto.

SECTION 3.19 Securities Exchange Act Filings. The Issuing Entity hereby authorizes the Servicer and the Depositor, or either of them, to prepare, sign, certify and file any and all reports, statements and information related to the Issuing Entity or the Notes required to be filed pursuant to the Exchange Act, and the rules and regulations thereunder.

SECTION 3.20 Regulation AB Representations, Warranties and Covenants. The Issuing Entity agrees to perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20[—]-[—] Servicing Supplement and makes the representations and warranties therein applicable to it.

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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 the rights of the [Swap Counterparty][Cap Provider] under each Interest Rate [Swap][Cap] Agreement] 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 [and rights of the Swap Counterparty to payments due to it under any Interest Rate Swap Agreement], (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 the 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 Issuing Entity, 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 Issuing Entity 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 Issuing Entity, and the Issuing Entity, 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 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 Issuing Entity has paid or caused to be paid all other sums payable hereunder by the Issuing Entity[, including, without limitation, all amounts owed to the Swap Counterparty, including all Swap Termination Payments]; and

(iii) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and an Independent Certificate from a firm of certified public accountants (if required by the TIA and if such discharge is not related to a

27 (NALT 20[—]-[—] Indenture)

redemption of the Notes in accordance with Section 10.01), 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, to the extent the Notes are still outstanding, 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, [each Interest Rate Swap Agreement,] and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, [(a]) 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[, and (b) to the Swap Counterparty for all amounts payable under the Interest Rate Swap Agreement]. 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 Issuing Entity, 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;

(c) material default in the observance or performance of any covenant or agreement of the Issuing Entity 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 Issuing Entity 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

28 (NALT 20[—]-[—] Indenture)

of which such misrepresentation or warranty was inaccurate shall not have been eliminated or otherwise cured, for a period of 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the Outstanding Amount of Notes, voting as a single class, consent to such longer cure period) after there shall have been given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by Noteholders representing at least the majority of the Outstanding Amount of Notes, 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;

(d) 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 Issuing Entity or any substantial part of the Owner 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 Issuing Entity or for any substantial part of the Owner Trust Estate, or ordering the winding up or liquidation of the Issuing Entity’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;

(e) the commencement by the Issuing Entity 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 Issuing Entity to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuing Entity to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Owner Trust Estate, the making by the Issuing Entity of any general assignment for the benefit of creditors, the failure by the Issuing Entity generally to pay its debts as such debts become due or the taking of action by the Issuing Entity in furtherance of any of the foregoing; or

(f) [a termination of the Interest Rate Cap Agreement without execution by the Issuing Entity and a Replacement Cap Provider of a Replacement Interest Rate Cap Agreement acceptable to the Issuing Entity and Indenture Trustee and the assignment of such Replacement Interest Rate Cap Agreement to the Indenture Trustee].

The Issuing Entity shall deliver to the Indenture Trustee, each Rating Agency, each Noteholder, [and the Interest Rate Cap Provider (except as to clause (f)),] within five Business Days after obtaining actual knowledge of 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 (f)], its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

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

29 (NALT 20[—]-[—] Indenture)

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 the Servicer. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). 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 Issuing Entity 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, (ii) all amounts advanced by the Indenture Trustee and its costs and expenses[, and (iii) any Net Swap Payments and any Swap Termination Payments then due and payable to the Swap Counterparty under any Interest Rate Swap Agreement]; 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 Issuing Entity, 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 Owner Trust Estate) or elect to maintain the Owner Trust Estate and continue to apply the proceeds from the Owner Trust Estate as if there had been no declaration of acceleration. Any sale of the Owner Trust Estate by the Indenture Trustee will be subject to the terms and conditions of Section 5.04.

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SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuing Entity 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 [and the [Swap Counterparty][Cap Provider]], 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 Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Owner 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 Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the Notes, or to the creditors or property of the Issuing Entity 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 the [Swap Counterparty][Cap Provider]], and to file such other papers or documents as may be necessary or advisable

31 (NALT 20[—]-[—] Indenture)

in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and 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), of the Noteholders [and of the [Swap Counterparty][Cap Provider]] 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;

(iii) 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[, the [Swap Counterparty][Cap Provider]] and the Indenture Trustee on their behalf; and

(iv) 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 Issuing Entity, 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 any Interest Rate [Cap][Swap] 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 [and the [Swap Counterparty][Cap Provider]] in respect of which such judgment has been recovered.

32 (NALT 20[—]-[—] Indenture)

(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 the [Swap Counterparty][Cap Provider]], and it shall not be necessary to make any Noteholder [or the [Swap Counterparty][Cap Provider]] a party to any such Proceedings.

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 Issuing Entity[, the [Swap Counterparty][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 Owner 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 the [Swap Counterparty][Cap Provider]]; and

(iv) subject to Section 5.17, and, if applicable, giving effect to any direction of the Holder of the 20[—]-[—] SUBI Certificate (acting in accordance with instructions from the Registered Pledgee) pursuant to Section 12.05(b) of the 20[—]-[—] SUBI Supplement, after an acceleration of the maturity of the Notes pursuant to Section 5.02, sell the Collateral 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 Collateral 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 of Notes consent thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then due and unpaid upon all outstanding Notes [and all amounts due to the Swap Counterparty under the Interest Rate Swap Agreement(s)] or (C) the Indenture Trustee determines that the Owner 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 of Notes, voting together as a single class; and provided further, that the Indenture Trustee may not sell the Collateral, other than a sale resulting from the bankruptcy, insolvency or termination of the Issuing Entity, 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

33 (NALT 20[—]-[—] Indenture)

need not obtain (at the expense of the Issuing Entity) 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 Owner Trust Estate for such purpose.

(b) After an acceleration of the maturity of the Notes pursuant to Section 5.02, the Indenture Trustee shall pay out money or property held as Collateral (including available monies on deposit in the Reserve Account and any money or property collected pursuant to this Article Five upon sale of all or part of the Collateral) and deposited in the Note Distribution Account in accordance with Section 8.04(b).

(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 Issuing Entity 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 Collateral. 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 Collateral and continue to apply the proceeds thereof in accordance with Sections 3.01 and 8.04. It is the intent of the parties hereto[, the Swap Counterparty] and the Noteholders that there be at all times sufficient funds for the payment of principal and interest on the Notes [and amounts due to the Swap Counterparty under the Interest Rate Swap Agreement], and the Indenture Trustee shall take such intent into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may but need not obtain (at the expense of the Issuing Entity) 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 Collateral for such purpose.

SECTION 5.06 Limitation of Suits.

(i) 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 of Notes, 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 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.

34 (NALT 20[—]-[—] Indenture)

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.

(ii) 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 Issuing Entity.

SECTION 5.07 Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right 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[, the [Swap Counterparty][Cap Provider]] 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[, the [Swap Counterparty][Cap Provider]] or such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] 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[, the [Swap Counterparty][Cap Provider]] 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[, the [Swap Counterparty][Cap Provider]] 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.

SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] 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[, the [Swap Counterparty][Cap Provider]] or by the Noteholders, as the case may be.

35 (NALT 20[—]-[—] Indenture)

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 Collateral 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 Collateral pursuant to such Section, then any direction to the Indenture Trustee by Noteholders holding less than 100% of the Outstanding Amount to sell or liquidate the Collateral 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 (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding Notes evidencing more than 10% of the Outstanding Amount of Notes, voting together as a single class, (c) any suit 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)[, or (d) any suit instituted by the [Swap Counterparty][Cap Provider]].

SECTION 5.14 Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any

36 (NALT 20[—]-[—] Indenture)

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 Issuing Entity (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[, under any Interest Rate [Swap][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[, the [Swap Counterparty][Cap Provider]] or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy of any execution under such judgment upon any portion of the Owner Trust Estate or upon any of the assets of the Issuing Entity. 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 Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Servicer [and the [Swap Counterparty][Cap Provider]], as applicable, of each of their obligations to the Issuing Entity under or in connection with the Servicing Agreement [and any Interest Rate [Swap][Cap] Agreement], in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity 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 Issuing Entity against the Depositor, the Titling Trustee[, the [Swap Counterparty][Cap Provider]] and the Servicer under or in connection with the Servicing Agreement [or any Interest Rate [Swap][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 Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement, and any right of the Issuing Entity to take such action shall be suspended.

SECTION 5.17 Sale of Collateral. If the Indenture Trustee acts to sell the Collateral 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

37 (NALT 20[—]-[—] Indenture)

include the solicitation of competitive bids. Unless otherwise prohibited by applicable law from any such action, the Indenture Trustee shall sell the Collateral 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 Depositor and Servicer of any proposed sale, and the Depositor and Servicer shall be permitted to bid for the Collateral at any such sale. The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuing Entity that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Collateral pursuant to Section 5.04 and this Section shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral 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);

(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

38 (NALT 20[—]-[—] Indenture)

(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 Issuing Entity.

(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.

(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

39 (NALT 20[—]-[—] Indenture)

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 Issuing Entity 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 of Notes 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 Issuing Entity mentioned herein shall be sufficiently evidenced by an Issuing Entity Request.

(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.

40 (NALT 20[—]-[—] Indenture)

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 Issuing Entity 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 Owner Trust Estate[, any Interest Rate [Swap][Cap] Agreement] or the Notes (other than the certificate of authentication on the Notes), shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes and shall not be responsible for any statement in this Indenture 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 Issuing Entity, 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 notice of such Indenture Default within 60 days after it occurs to each Noteholder and to the Servicer. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). 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(d), 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 Issuing Entity, 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 Administrative Agent shall pay to the Indenture Trustee from time to time reasonable compensation for its services as have been separately agreed upon between the Administrative Agent and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrative Agent shall indemnify the Indenture Trustee for, and hold it harmless against, any and all Expenses incurred by it in connection with the performance

41 (NALT 20[—]-[—] Indenture)

of its duties. The Indenture Trustee shall notify the Issuing Entity and the Administrative Agent promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrative Agent shall not relieve the Issuing Entity or the Administrative Agent of its obligations hereunder. The Administrative Agent shall defend any such claim, and the Indenture Trustee may have separate counsel and the fees and expenses of such counsel shall be paid as provided above. The Indenture Trustee shall not be indemnified by the Issuing Entity or the Administrative Agent against any loss, liability or expense incurred by it (a) 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 Issuing Entity may agree in writing; (b) relating to any income or similar taxes on any fees payable to the Indenture Trustee; (c) arising from the breach by the Indenture Trustee of any of its representations or warranties set forth in the Basic Documents; or (d) arising in connection with the performance by the Indenture Trustee of the duties of a successor servicer under the Servicing Agreement. 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. To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuing Entity pursuant to Sections 8.04(a) or 8.04(b), provided, that prior to such payment pursuant to the Indenture, the Indenture Trustee shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b), the Administrative Agent shall reimburse the Issuing Entity in full for such payments.

The Administrative Agent’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(d) or (e) with respect to the Issuing Entity, 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 Issuing Entity, and following such removal may appoint a successor Indenture Trustee. The Issuing Entity shall give prompt written notice to each Rating Agency of such removal. The Indenture Trustee may resign at any time by so notifying the Issuing Entity and the Servicer and the Servicer will thereafter deliver a copy of such notice to each Rating Agency. The Issuing Entity 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

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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 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 Issuing Entity shall be required promptly to appoint a successor Indenture Trustee. Any successor Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have (a) a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and (b) a long-term debt rating of “Baa3” or its equivalent by each Rating Agency or otherwise satisfy the Rating Agency Condition.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee[, [Swap Counterparty][Cap Provider]] and to the Issuing Entity. 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. 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 Issuing Entity 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.

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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. The successor Indenture Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee.

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 prior written notice of any such transaction to the Servicer. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations).

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 Owner 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 Owner 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 [Swap Counterparty][Cap Provider]] of the appointment of any co-trustee or separate trustee shall be required under Section 6.08.

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(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 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

45 (NALT 20[—]-[—] Indenture)

annual report of condition) and a long-term debt rating of at least “Baa3” or its equivalent by the Rating Agencies or satisfies the Rating Agency Condition. The Indenture Trustee shall also 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 from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusions set forth in TIA Section 310(b)(1) are met. The Depositor, 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 Issuing Entity nor any Affiliate of the Issuing Entity may serve as Indenture Trustee.

SECTION 6.12 Trustee as Holder of the 20[—]-[—] SUBI Certificate. So long as any Notes are Outstanding, to the extent that the Issuing Entity has rights as a Holder of the 20[—]-[—] SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any actions taken by the Depositor, the Issuing Entity 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 20[—]-[—] SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Depositor, the Servicer or the Issuing Entity, 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 Issuing Entity 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 Preferred Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with TIA Section 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.

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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 Record 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 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 Issuing Entity that none of the Indenture Trustee, the Owner Trustee, the Issuing Entity, 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 Issuing Entity shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after each Record Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuing Entity 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 be 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.

47 (NALT 20[—]-[—] Indenture)

(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 Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

SECTION 7.03 Reports by Issuing Entity.

(a) The Issuing Entity shall:

(i) file with the Indenture Trustee, within 15 days after the Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity otherwise determines, the fiscal year of the Issuing Entity 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 Issuing Entity 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 fiscal year of the Issuing Entity, beginning with [—], 20[—], 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 Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

SECTION 7.05 Indenture Trustee Website. The Indenture Trustee may make available to the Noteholders, via the Indenture Trustee’s website, all reports or notices required to be provided by the Indenture Trustee under the terms of this Indenture and, with the consent or

48 (NALT 20[—]-[—] Indenture)

at the direction of the Servicer, such other information regarding the Notes as the Indenture Trustee may have in its possession. Any information that is disseminated in accordance with the provisions of this Section 7.05 shall not be required to be disseminated in any other form or manner. Except for documents prepared by the Indenture Trustee and subject to its obligations under this Indenture, the Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Indenture Trustee’s internet website shall be initially located at [•] or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the parties hereto. In connection with providing access to the Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer.

SECTION 7.06 Information to be Provided by the Indenture Trustee. The Indenture Trustee shall provide the Issuing Entity and the Servicer (each, a “Nissan Party” and collectively the “Nissan Parties”) with (i) notification as soon as practicable and in any event within ten Business Days, of all demands communicated to a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 8.02 of the 20[—]-[—] Servicing Supplement, (ii) not later than the tenth day of each calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning November 11, 2013, a report substantially in the Form of Exhibit D with respect to any demands described in clause (i) during the immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon receipt of a written request by a Nissan Party, any other information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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 Owner 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.

SECTION 8.02 Accounts.

49 (NALT 20[—]-[—] Indenture)

(a) Pursuant to Section 14.01 of the 20[—]-[—] SUBI Supplement, there has been established and there shall be maintained an Eligible Account (initially at [                    ]) in the name of the Indenture Trustee until the outstanding amount of the Notes is zero, and thereafter, in the name of the Issuing Entity, which is designated as the “20[—]-[—] SUBI Collection Account.” The 20[—]-[—] SUBI Collection 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 20[—]-[—] Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount of the Notes has been reduced to zero, and thereafter under the sole dominion and control of the Issuing Entity.

(b) Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [                    ]) in the name of the Indenture Trustee until the Outstanding Amount of Notes is reduced to zero, and thereafter, in the name of the Issuing Entity, which is designated as the “Reserve Account.” The Reserve Account shall be held for the benefit of the Securityholders [and the Swap Counterparty], 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 of Notes has been reduced to zero [and the payment in full of all payments to the Swap Counterparty under the Interest Rate Swap Agreement(s)], and thereafter under the sole dominion and control of the Owner Trustee.

(c) The Issuing Entity shall cause the Depositor, on or prior to the Closing Date, to establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty], which shall be designated as the “Note Distribution Account.” The Note Distribution Account shall be held in trust for the benefit of the Noteholders [and the Swap Counterparty]. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee.

(d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the 20[—]-[—] 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 or if the Servicer, in its sole discretion, notifies the Indenture Trustee in writing that an Account should be moved, then, the Indenture Trustee, until the Outstanding Amount of Notes has been reduced to zero [and all payments due to the Swap Counterparty under each Interest Rate Swap Agreement have been made], and thereafter with respect to the Reserve Account, the Issuing Entity shall, as necessary, assist the Servicer in causing each Account to be moved to an institution selected by the Servicer at which it shall be an Eligible Account.

(e) The Securities Intermediary

(i) The securities intermediary with respect to the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account (the “Securities Intermediary”) shall, and [            ] as initial Securities Intermediary does, agree with the parties hereto that the jurisdiction of the Securities Intermediary with respect to the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account

50 (NALT 20[—]-[—] Indenture)

shall be the State of New York. The Securities Intermediary shall, and [            ] as initial Securities Intermediary does, represent and covenant that it is not and will not be (as long as it is the Securities Intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The Securities Intermediary shall, and [            ] as initial Securities Intermediary does, covenant that it will not take any action inconsistent with the provisions of this Indenture applicable to it. The Securities Intermediary shall, and [            ] as initial Securities Intermediary does, agree that any item of property credited to the 20[—]-[—] SUBI Collection Account, the Reserve Account or the Note Distribution Account shall not be subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee).

(ii) It is the intent of the Indenture Trustee and the Issuing Entity that each of the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account shall be a securities account of the Indenture Trustee and not an account of the Issuing Entity. Nonetheless, the Securities Intermediary shall agree to comply with entitlement orders with respect to the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account originated by the Indenture Trustee without further consent by the Issuing Entity or any other person or entity, and [            ] as initial Securities Intermediary agrees that, for so long as it is the Securities Intermediary hereunder, it will comply with entitlement orders regarding the disposition of funds held in or credited to the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account originated by the Indenture Trustee without further consent by the Issuing Entity or any other person or entity. The Securities Intermediary shall covenant that it will not agree with any person or entity other than the Indenture Trustee that it will comply with entitlement orders originated by any person or entity other than the Indenture Trustee, and [            ] as initial Securities Intermediary hereby covenants that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person or entity other than the Indenture Trustee that it will comply with entitlement orders originated by any person or entity other than the Indenture Trustee.

(iii) Nothing herein shall imply or impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and the Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of the Indenture Trustee hereunder).

(iv) The rights and powers granted herein to the Indenture Trustee, and the covenants and obligations of the Securities Intermediary hereunder, have been granted in order to perfect the Indenture Trustee’s security interest in the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account, and such rights, powers, covenants and obligations hereunder shall continue in effect with respect to the 20[—]-[—] SUBI Collection Account, the Reserve Account and the Note Distribution Account until the Outstanding Amount of the Notes has been reduced to zero.

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SECTION 8.03 Payment Date Certificate.

(a) The Issuing Entity shall cause the Servicer to agree 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”) prior to 3:00 p.m., New York City time on or prior to the tenth calendar day of each month or, if the 10^th day is not a Business Day, the next succeeding Business Day, including, among other things, the following information with respect to the Payment Date in such month and the related Collection Period and Accrual Period:

(i) the amount of SUBI Collections allocable to the 20[•]-[•] 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 [and, for each Class of Floating Rate Notes, the applicable Note Rate for the related Accrual Period relative to such Payment Date for such Class of Floating Rate Notes, respectively, if any];

(iv) [the Class A-1a Note Balance], [the Class A-1b Note Balance] the [Class A-2a Note Balance], [the Class A-2b Note Balance], [the Class A-3a Note Balance], [the Class A-3b Note Balance], [the Class A-4a Note Balance], [the Class A-4b Note Balance] and the Certificate Balance, in each case on the day immediately preceding 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;

(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;

52 (NALT 20[—]-[—] Indenture)

(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 amount of any [Net Swap Receipts][Cap Receipts] and any [Swap][Cap] Termination Payments received by the Issuing Entity from the [Swap Counterparty][Cap Provider] under the Interest Rate [Swap][Cap] Agreement(s)];

(xv) [the amount of any Net Swap Payments and any Swap Termination Payments due to the Swap Counterparty under the Interest Rate Swap Agreement(s)];

(xvi) the Servicing Fee for such Collection Period;

(xvii) delinquency and loss information for the Collection Period;

(xviii) The amount of the currency swap payments and the currency swap termination payments, if any, due to the Currency Swap Counterparty under the Currency Swap Agreement described in Section 8.16 of the 20[—]-[—] Servicing Supplement;

(xix) any material change in practices with respect to charge-offs, collection and management of delinquent Leases, and the effect of any grade period, re-aging, re-structure, partial payments or other practices on delinquency and loss experience;

(xx) any material modifications, extensions or waivers to Lease terms, fees, penalties or payments during the Collection Period;

(xxi) any material breaches of representations, warranties or covenants contained in the Leases;

(xxii) any new issuance of notes or other securities backed by the SUBI Assets (if applicable);

(xxiii) any material additions, removals or substitutions of SUBI Assets, repurchases of SUBI Assets; and

(xxiv) any material change in the underwriting, origination or acquisition of Leases.

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.

53 (NALT 20[—]-[—] Indenture)

(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.

SECTION 8.04 Disbursement of Funds.

(a) Subject to Section 8.04(b), on each Payment Date (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02) or, if the maturity of the Notes has been accelerated and such acceleration has been rescinded), prior to 11:00 a.m., New York City time, or such other time as may be agreed to by the applicable Noteholder, the Indenture Trustee shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 20[—]-[—] SUBI Collection Account all Securityholder Available Funds and apply such amount in accordance with the following priorities:

(i) [to the Swap Counterparty, the Net Swap Payment, if any, to be paid under the Interest Rate Swap Agreement(s);]

(ii) [on a pro rata basis, (A) any Senior Swap Termination Payments due under the Interest Rate Swap Agreement(s), to the Swap Counterparty, and (B)] to the Note Distribution Account, to pay, on a pro rata basis, based on the amount distributable to each class of Notes, 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 of Notes (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 applicable Overdue Interest Rate);

(iii) to the Note Distribution Account, the Monthly Principal Distributable Amount distributable to each Class of Notes, in the following order of priority:

(A) to the Class A-1 Notes [(pro rata among the Class A-1a Notes and the Class A-1b Notes)] until the Class A-1 Notes have been paid in full;

(B) after the principal amount of the Class A-1 Notes is reduced to zero, to the Class A-2 Notes [(pro rata among the Class A-2a Notes and the Class A-2b Notes)] until the Class A-2 Notes have been paid in full;

(C) after the principal amount of the Class A-2 Notes is reduced to zero, to the Class A-3 Notes [(pro rata among the Class A-3a Notes and the Class A-3b Notes)] until the Class A-3 Notes have been paid in full; and

(D) after the principal amount of the Class A-3 Notes is reduced to zero, to the Class A-4 Notes [(pro rata among the Class A-4a Notes and the Class A-4b Notes)] until the Class A-4 Notes have been paid in full;

54 (NALT 20[—]-[—] Indenture)

(iv) until all Classes of Notes have been paid in full, to the Reserve Account, any remaining funds, until the Reserve Account Requirement has been satisfied;

(v) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Payment Date;]

(vi) to the Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days;

(vii) to the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days;

(viii) to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 8.16 of the 20[—]-[—] Servicing Supplement, to such Currency Swap Counterparty;

(ix) if all Classes of Notes have been paid in full, to the Certificate Distribution Account, any remaining funds for distribution to the Trust Certificateholders until the Certificate Balance is reduced to zero; and

(x) to the Certificate Distribution Account for distribution to the Trust Certificateholders, as beneficial owners of the Issuing Entity.

(b) Notwithstanding the provisions of Section 8.04(a), and subject to the provisions of Section 5.04(b), after the occurrence of an Indenture Default that results in the acceleration of any Notes and unless and until such acceleration has been rescinded, on each Payment Date, prior to 11:00 a.m., New York City time, or such other time as may be agreed to by the applicable Noteholder, the Indenture Trustee shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 20[—]-[—] SUBI Collection Account all Securityholder Available Funds and apply such amount in accordance with the following priorities:

(i) pro rata, to the Indenture Trustee, all amounts required to be paid under Section 6.07 of the Indenture, and to the Owner Trustee, all amounts required to be paid under Section 8.01 of the Trust Agreement, as the case may be;

(ii) [reserved];

(iii) [reserved];

(iv) [to the Swap Counterparty, the Net Swap Payment, if any, to be paid under the Interest Rate Swap Agreement(s);]

(v) [on a pro rata basis, (A) to the Swap Counterparty any Senior Swap Termination Payments due under the Interest Rate Swap Agreement(s), if any, and (B)] to the Note Distribution Account, to pay, on a pro rata basis, based on the amount

55 (NALT 20[—]-[—] Indenture)

distributable to each class of Notes, 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 of Notes (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 applicable Overdue Interest Rate);

(vi) to the Note Distribution Account, the Monthly Principal Distributable Amount distributable to each Class of Notes, in the following order of priority:

(A) first, to the Class A-1 Noteholders (until the Class A-1 Notes have been paid in full); and

(B) second, to the Class A-2 Noteholders [(pro rata among the Class A-2a Notes and the Class A-2b Notes)], the Class A-3 Notes [(pro rata among the Class A-3a Notes and the Class A-3b Notes)] and the Class A-4 Notes [(pro rata among the Class A-4a Notes and the Class A-4b Notes)], pro rata (based on the Outstanding Amount of Notes of each such Class on such Payment Date), until all such Notes have been paid in full;

(vii) [to the Swap Counterparty, any Subordinated Swap Termination Payment];

(viii) to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 8.16 of the 20[—]-[—] Servicing Supplement, to such Currency Swap Counterparty;

(ix) if all Classes of Notes have been paid in full, to the Certificate Distribution Account, any remaining funds for distribution to the Trust Certificateholders until the Certificate Balance is reduced to zero; and

(x) to the Certificate Distribution Account for distribution to the Trust Certificateholders, as beneficial owners of the Issuing Entity.

Notwithstanding the provisions of this Section 8.04(b), in accordance with Section 5.02, after the occurrence of an Indenture Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 20[—]-[—] SUBI Collection Account all Securityholder Available Funds and apply such amount in accordance with the provisions of Section 8.04(a).

(c) On each Payment Date, after taking into account amounts to be distributed to Securityholders from the 20[—]-[—] 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 from the Reserve Account in the following amounts (but not to exceed the Reserve Account Draw Amount) and order of priority:

56 (NALT 20[—]-[—] Indenture)

(i) [to the Swap Counterparty, any remaining Net Swap Payment for such Payment Date;]

(ii) [on a pro rata basis, (A) any remaining Senior Swap Termination Payments due under the Interest Rate Swap Agreement(s) to the Swap Counterparty, if any, and (B)] to the Note Distribution Account, to pay, on a pro rata basis, based on the amount distributable to each class of Notes, 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 Overdue Interest Rate;

(iii) to the Note Distribution Account, to pay any remaining Monthly Principal Distributable Amount of the Notes in the amounts and order of priority set forth in Section 8.04(a)(iii); and

(iv) [to the Swap Counterparty, any remaining Subordinated Swap Termination Payments for such Payment Date or, if applicable, in the amount and order of priority set forth in Section 8.04(b)(vii)].

(d) 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 Certificate Distribution Account for distribution to the Trust Certificateholder. Upon any such distributions, the Securityholders [and the Swap Counterparty] will have no further rights in, or claims to such amounts.

(e) 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 Record Date, except that with respect to Notes registered on the Record 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 (5) Business Days prior to the related Record 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 related Record 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 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 for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Issuing Entity or the Administrative Agent shall give notice thereof to

57 (NALT 20[—]-[—] Indenture)

the Indenture Trustee not less than 10 but no more than 30 days prior to such Payment Date or Redemption Date and, within two (2) Business Days following receipt of such notice, the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify each Person who was the registered holder of a Note as of the Record Date preceding the most recent 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.

(f) On each Payment Date, the Indenture Trustee shall include with each distribution an unaudited report (which 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 Record Date (which shall be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein)[, the Swap Counterparty] and the Servicer setting forth the information provided in the Payment Date Certificate to be delivered in accordance with Section 8.03(a), with respect to such Payment Date or the related Record Date or Collection Period, as the case may be. The Servicer will thereafter deliver a copy of such report to each Rating Agency (which may deliver by causing the Depositor to post such report to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations).

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 [and the Swap Termination Payment Account] shall be invested and reinvested by the Indenture Trustee, until the Outstanding Amount of the Notes has been reduced to zero [and all amounts due to the Swap Counterparty under each Interest Rate Swap Agreement have been paid], 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 [and the Swap Termination Payment Account] will be taxable to the Depositor. On each Payment Date, interest and investment earnings on the 20[—]-[—] SUBI Trust Accounts shall be deposited by the Indenture Trustee in the applicable 20[—]-[—] SUBI Trust Account and paid to the Servicer as servicing compensation on any Business Day on or after which such amount is deposited in such account, and any investment expenses and losses resulting from such investment shall be charged to such 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 20[—]-[—] SUBI Trust Accounts [and the Swap Termination Payment 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.

58 (NALT 20[—]-[—] Indenture)

(c) If (i) the Administrative Agent shall have failed to give investment directions for any funds on deposit in the Reserve Account [and the Swap Termination Payment 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 Owner Trust Estate are being applied in accordance 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 paragraphs (i), (iv), and (vi) of the definition thereof.

SECTION 8.06 Release of Owner 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 have been paid pursuant to Section 6.07, [and all sums due to the Swap Counterparty have been paid pursuant to each Interest Rate Swap Agreement] release any remaining portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include delivery to the Issuing Entity or its designee of the 20[—]-[—] SUBI Certificate and transfer of dominion and control over the Reserve Account to the Issuing Entity. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of the Officer’s Certificate delivered pursuant to Section 4.01(iii) hereof.

SECTION 8.07 Release of Interest In 20[—]-[—] Leases and 20[—]-[—] Vehicles Upon Purchase or Reallocation by the Servicer.

(a) Upon the reallocation or purchase of any 20[—]-[—] Lease and related 20[—]-[—] Vehicle by the Servicer pursuant to Section 8.02 of the Servicing Agreement, the Indenture Trustee, on behalf of the Noteholders [and the Swap Counterparty], 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 20[—]-[—] Lease and related 20[—]-[—] Vehicle and all proceeds thereof and the other property with respect to such 20[—]-[—] Lease and related 20[—]-[—] Vehicle, and all security and any documents relating thereto, and such 20[—]-[—] Lease and related 20[—]-[—] Vehicle and all such related security and documents shall be free of any further obligation to the Issuing Entity[, the Swap Counterparty], the Indenture Trustee or the Noteholders.

59 (NALT 20[—]-[—] Indenture)

(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 20[—]-[—] Lease and related 20[—]-[—] Vehicle pursuant hereto and the assignment of such 20[—]-[—] Lease and 20[—]-[—] Vehicle by the Issuing Entity.

SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at least seven days notice when requested by the Issuing Entity to take any action pursuant to Section 8.06(a) (provided that the Indenture Trustee in its discretion may waive such notice), 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 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 [or the [Swap Counterparty][Cap Provider]] 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 Owner 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) Except as provided in Section 9.02, without the consent of any other Person, the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request), may enter into one or more amendments 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 the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment or supplemental indenture shall not, materially and adversely affect the Noteholders and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Trust Certificateholder, the Indenture Trustee, the Owner Trustee or the Administrative Agent shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Trust Certificateholder, the Owner Trustee or the Administrative Agent, as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. [Notwithstanding the foregoing, this Indenture

60 (NALT 20[—]-[—] Indenture)

may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

(b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof.

(c) Prior to the execution of any amendment or supplemental indenture pursuant to this section or Section 9.02, the Issuing Entity shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

(d) 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.

(e) Prior to the execution of any amendment or supplemental indenture the Indenture Trustee shall receive an Opinion of Counsel to the effect that such action 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 Issuing Entity, the Depositor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

(f) Promptly after the execution by the Issuing Entity 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 (to be provided by the Issuing Entity) 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.

(g) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment or supplemental indenture.

61 (NALT 20[—]-[—] Indenture)

SECTION 9.02 Supplemental Indentures With Consent of Noteholders. The Issuing Entity and the Indenture Trustee, when requested by an Issuing Entity 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 Issuing Entity and the Indenture Trustee, enter into one or more amendments 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 prior notice to the Rating Agencies 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;

(b) reduce the percentage of the Outstanding Amount, the consent of the Noteholders of which is required for any such amendment or 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;

(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 Issuing Entity to sell the Owner 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 Owner 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 amendment or supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the same effect as in Section 9.01(f). The Indenture Trustee may in its

62 (NALT 20[—]-[—] Indenture)

discretion determine whether or not any Notes would be affected by any amendment or 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 Issuing Entity and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders [and the [Swap Counterparty][Cap Provider]] to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such amendment or 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 amendment or 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 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 amendment or supplemental indenture pursuant to the provisions hereof, this Indenture 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 Issuing Entity, the Owner Trustee[, [the Swap Counterparty][Cap Provider]] 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 Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

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ARTICLE TEN

REDEMPTION OF NOTES

SECTION 10.01 Redemption.

(a) Pursuant to Section 9.03 of the Trust Agreement, the Servicer shall be permitted at its option to purchase the 20[—]-[—] SUBI Certificate from the Issuing Entity 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 Securities Balance is less than or equal to 10% of the Initial Securities Balance, or (b) the Outstanding Amount of the Notes is reduced to zero and the holders of 100% of the outstanding Trust Certificates consent thereto. In connection with the exercise of an Optional Purchase, the Servicer will deposit, subject to Section 8.04 of the Servicing Agreement, the Optional Purchase Price into the 20[—]-[—] 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 related Payment Date in whole, but not in part, for the Redemption Price and the 20[—]-[—] 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 Indenture Trustee shall apply the Optional Purchase Price as part of the Available Funds from the 20[—]-[—] SUBI Collection Account as follows: (i) to the [Swap Counterparty, all amounts payable to the Swap Counterparty under the Interest Rate Swap Agreement(s), (ii)] Note Distribution Account, the Redemption Price, (ii) to the Servicer, unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, and 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 (iii) any remaining funds to the Certificate Distribution Account.

(c) If the Notes are to be redeemed pursuant to this Section, the Administrative Agent or the Issuing Entity shall provide at least 10 days’ prior notice (or such longer time period as required by the Depository Agreement) of the redemption of the Notes to the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] and the Owner Trustee, and the Indenture Trustee shall provide at least 10 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 Record Date of the month preceding the month of 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;

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(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 Issuing Entity 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 Issuing Entity. 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 Issuing Entity 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 Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity 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 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;

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(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 Issuing Entity 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 Issuing Entity of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuing Entity 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 Issuing Entity 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 Issuing Entity, 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 value thereof to the Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 Issuing Entity shall furnish to the

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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 Issuing Entity 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 Depositor or the Issuing Entity, stating that the information with respect to such factual matters is in the possession of the Administrative Agent, the Depositor or the Issuing Entity, 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 Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’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 Issuing Entity 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.

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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 Issuing Entity. 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 Issuing Entity, 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 Issuing Entity 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 States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in each case as follows: (i) if to the Issuing Entity c/o the Owner Trustee, at [—] (telecopier no. [—], Attention: [—] with a copy to the Administrative Agent, at [—] (telecopier no. [—] (email: [—] and [—]), Attention: Treasurer; (ii) if to the Indenture Trustee, at [—] (telecopier no. [—] (email: [—]), Attention: Nissan Auto Lease Trust 20[—]-[—];[(iii) if to [—], at [—] (telecopier no. [—]), Attention: [—]; (iv) if to [—], to [—] (email: [—]), Attention: [—]; (v) if to [—], to [—] (telecopier no. [—]), Attention: [—]]; or (vi) [to the [Swap Counterparty][Cap Provider], as provided in the Interest Rate [Swap][Cap] Agreement(s); 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 when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Indenture to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

68 (NALT 20[—]-[—] Indenture)

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.

SECTION 11.07 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuing Entity shall bind its successors and assigns, whether so express 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 [Swap][Cap] Agreement(s)] or the Trust Certificates or the rights of the Holders thereof.

SECTION 11.09 Benefits of Indenture. [The Swap Counterparty shall be a third-party beneficiary to the provisions of this 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 [Swap Counterparty][Cap Provider]], 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 Owner Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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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 Issuing Entity 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 Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith 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 Issuing Entity 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, [and the [Swap Counterparty][Cap Provider], by entering into the Interest Rate [Swap][Cap] Agreement]hereby covenant and agree 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, they will not (and, to the fullest extent permitted by applicable

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law, the Indenture Trustee shall not have the power to) institute against, or join any other Person in instituting against, the Grantor, the Titling Trustee, the Titling Trust, the Depositor, the Issuing Entity, any other 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.

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 Issuing Entity, the Owner Trustee, the Titling Trustee, the Trust Agent 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, the Titling Trustee, the Trust Agent or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee, the Titling Trustee, the Trust Agent or the Owner Trustee in its individual capacity or any holder of a beneficial interest in the Issuing Entity, the Owner Trustee, the Titling Trustee, the Trust Agent or the Indenture Trustee or of any successor or assign of the Indenture Trustee, the Titling Trustee, the Trust Agent 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 Issuing Entity agrees that on reasonable prior notice it will permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’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 [                    ], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall [                    ] in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity 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.

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SECTION 11.19 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.

SECTION 11.20 Intent of the Parties; Reasonableness. The Indenture Trustee and Issuing Entity acknowledge and agree that the purpose of Section 3.09 and this Section 11.20 of this Agreement is to facilitate compliance by the Issuing Entity and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuing Entity nor the Administrative Agent (acting on behalf of the Issuing Entity) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance from the Securities and Exchange Commission, convention or consensus among active participants in the asset-backed securities markets, or otherwise in respect of the requirements of Regulation AB as they may be applied by the Securities and Exchange Commission to the Issuing Entity in connection with the Notes and (c) the parties shall comply with reasonable requests made by or on behalf of the Issuing Entity or the Indenture Trustee for delivery of additional or different information, to the extent such information is available, as the person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB.

The Issuing Entity (or the Administrative Agent, acting on behalf of the Issuing Entity) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment of the Issuing Entity to comply with Regulation AB.

SECTION 11.21 [Limitation of Rights. All of the rights of the [Swap Counterparty][Cap Provider] in, to and under this Indenture or any other Basic Document (including, but not limited to, all of the [Swap Counterparty’s][Cap Provider’s] rights as a third-party beneficiary of this Indenture and all of the [Swap Counterparty’s][Cap Provider’s] rights to receive notice of any action hereunder or under any other Basic Document and to give or withhold consent to any action hereunder or under any other Basic Document) shall terminate upon the termination of each Interest Rate [Swap][Cap] Agreement in accordance with the terms thereof [and the payment in full of all amounts owing to the [Swap Counterparty] under such Interest Rate Swap Agreement].]

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Issuing Entity 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 20[—]-[—]
By:	[                    ],
	not in its individual capacity, but solely as Owner Trustee

By

Name:

Title:

By:	[                    ],
	as Indenture Trustee

By:
	Name:
	Title:

Receipt of this original counterpart of this Agreement is hereby acknowledged on this     day of [—], 20[—].

NILT, INC., as Titling Trustee
By
	Name:
	Title:

S-1 (NALT 20[—]-[—] Indenture)

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 [                    ], not in its individual capacity but as Owner Trustee of the NISSAN AUTO LEASE TRUST 20[—]-[—], 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     day of [—], 20[—].

Notary Public in and for the State of [DELAWARE]

(Seal)

My commission expires:                                               

(NALT 20[—]-[—] 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 [                    National Association], not in its individual capacity but as Indenture Trustee of the NISSAN AUTO LEASE TRUST 20[—]-[—], a Delaware statutory trust, and that such person executed the same as the act of said statutory trust.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this     day of [—], [—].

Notary Public in and for the State of [ILLINOIS]]

(Seal)

My commission expires:                                          

(NALT 20[—]-[—] Indenture)

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in this Indenture, the Issuing Entity hereby represents, warrants, and covenants to the Indenture Trustee as follows on the Closing Date:

(1) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuing Entity.

(2) The 20[—]-[—] SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC. The Accounts and all subaccounts thereof, constitute either deposit accounts or securities accounts.

(3) All of the Collateral that constitutes securities entitlements (other than the 20[—]-[—] SUBI Certificate to the extent the 20[—]-[—] SUBI Certificate constitutes a certificated security) has been or will have been credited to one of the Accounts. The securities intermediary for each Account has agreed to treat all assets credited to the Accounts as “financial assets” within the meaning of the applicable UCC.

(4) The Issuing Entity owns and has good and marketable title to the Collateral free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Liens attaches is not impaired during the pendency of such proceeding.

(5) The Issuing Entity has received all consents and approvals to the grant of the security interest in the Collateral hereunder to the Indenture Trustee required by the terms of the Collateral that constitutes instruments or payment intangibles.

(6) The Issuing Entity has received all consents and approvals required by the terms of the Collateral that constitutes securities entitlements, certificated securities or uncertificated securities to the transfer to the Indenture Trustee of its interest and rights in the Collateral hereunder.

(7) The Issuing Entity has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder.

(NALT 20[—]-[—] Indenture)

(8) With respect to Collateral that constitutes an instrument or tangible chattel paper, either:

a. All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or

b. Such instruments or tangible chattel paper are in the possession of a custodian and the Indenture Trustee has received a written acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

c. A custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from such custodian that such custodian is acting solely as agent of the Indenture Trustee.

(9) With respect to Collateral that constitutes electronic chattel paper, the Servicer, as an agent of the Issuing Entity, and to the extent allowed by law:

a. Maintains “control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper.

(10) With respect to the Accounts and all subaccounts thereof that constitute deposit accounts, either:

a. The Issuing Entity has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Accounts without further consent by the Issuing Entity; or

b. The Issuing Entity has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Accounts.

(11) With respect to Collateral or Accounts or subaccounts thereof that constitute securities accounts or securities entitlements, either:

a. The Issuing Entity has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the Collateral to the Indenture Trustee; or

b. The Issuing Entity has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Accounts without further consent by the Issuing Entity; or

c. The Issuing Entity has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in the Accounts.

(12) With respect to Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security certificate that constitutes or evidences the Collateral have been delivered to the Indenture Trustee, and each such security certificate either (i) is in bearer form, (ii) has been indorsed by an effective endorsement to the Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee.

(NALT 20[—]-[—] Indenture)

Other than the transfer of the 20[—]-[—] SUBI and the 20[—]-[—] SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement, the transfer of the 20[—]-[—] SUBI and the 20[—]-[—] SUBI Certificate from the Depositor to the Issuing Entity under the Trust SUBI Certificate Transfer Agreement and the security interest in the Collateral granted to the Indenture Trustee pursuant to the Indenture, none of NILT Trust, the Depositor or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Accounts or any subaccounts thereof. The Issuing Entity has not authorized the filing of, or is aware of any financing statements against the Issuing Entity that include a description of collateral covering the Collateral or the Accounts or any subaccount thereof other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.

(13) None of the instruments, certificated securities or tangible chattel paper that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

(14) Neither the Accounts nor any subaccounts thereof are in the name of any person other than the Issuing Entity or the Indenture Trustee. The Issuing Entity has not consented to the securities intermediary of any Account to comply with entitlement orders of any person other than the Indenture Trustee.

As used in this Schedule I, “Collateral” has the meaning set forth in the Granting Clause of the Indenture.

(NALT 20[—]-[—] Indenture)

EXHIBIT A

FORM OF CLASS [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] 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 ISSUING ENTITY 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, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.

THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUING ENTITY AND 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.

BY ITS ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS NOTE (OR ANY INTEREST HEREIN)) THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, (I) AN “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, (II) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING OR (EACH, A “BENEFIT PLAN INVESTOR”) OR (IV) A

A-1 (NALT 20[—]-[—] Indenture)

“GOVERNMENTAL PLAN” (AS DEFINED IN SECTION 3(32) OF ERISA) OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) (I) THIS NOTE IS RATE AT LEAST “INVESTMENT GRADE” BY A NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY AT THE TIME OF ACQUISITION, AND (II) THE PURCHASER AND TRANSFEREE’S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT GIVE RISE TO IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. BENEFIT PLAN INVESTORS MAY NOT ACQUIRE THE NOTES AT ANY TIME THAT THE RATING ON THE NOTES ARE BELOW “INVESTMENT GRADE.”

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.]

A-2 (NALT 20[—]-[—] Indenture)

NISSAN AUTO LEASE TRUST 20[—]-[—]

[    ]% ASSET BACKED NOTE,

CLASS [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b]

REGISTERED	$
No. R-	CUSIP NO.

Nissan Auto Lease Trust 20[—]-[—], a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuing Entity”), 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 [—], 20[—] (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 Outstanding Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] 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, for the Class [A-1a] [A-1b] Notes, during the period from and including the previous Payment Date on which interest was paid, or as of the Closing Date if no interest has yet been paid, to but excluding the current Payment Date] [for the Class [A-2a] [A-2b], [A-3a] [A-3b], [A-4a] and [A-4b] Notes, during the period from and including the 15^th day of the preceding calendar month, or as of the Closing Date if no interest has yet been paid, to but excluding the 15^th day of the month in which such Payment Date occurs] at the rate per annum] [of [—]%] shown above (the “Interest Rate”), in each case as and to the extent described below; provided, however, that the entire Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Note Balance shall be due and payable on the earlier of [            , 20    ] (the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuing Entity 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 Issuing Entity 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.

A-3 (NALT 20[—]-[—] Indenture)

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below.

Dated:                 , 20[—]

NISSAN AUTO LEASE TRUST 20[—]-[—],
By:	[                    ],
	as Owner Trustee
By:
	Name:
	Title:

A-4 (NALT 20[—]-[—] Indenture)

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:                     , [—]	[                     NATIONAL ASSOCIATION],
	as Indenture Trustee
	By:
		Name:
		Title:

A-5 (NALT 20[—]-[—] Indenture)

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its “[            ]% Asset Backed Notes, Class [A-1] [A-2] [A-3] [A-4]” (herein called the “Notes”) issued under an Indenture, dated as of [—], 20[—] (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity and [            ], 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 Issuing Entity, 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-3 Notes and the Class A-4 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, (ii) the Class A-3 Notes until the Class A-2 Notes have been paid in full and (iii) the Class A-4 Notes until the Class A-3 Notes have been 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, the Class A-3 Notes and the Class A-4 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 Record 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 Record 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 related Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this 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 this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not

A-6 (NALT 20[—]-[—] Indenture)

noted hereon. 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 this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the registered holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed within 10 days of such Payment Date or Redemption Date (or such longer time period as required by the Depository Agreement) 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.

Pursuant to Section 9.03(a) of the Trust Agreement, the Servicer will be permitted at its option to purchase the 20[—]-[—] SUBI Certificate from the Issuing Entity on any Payment Date if the conditions set forth therein are satisfied.

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 Issuing Entity 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 this Note or, in the case of this Note Owner, a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, 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 Issuing Entity 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 Issuing Entity, 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.

The Notes represent obligations of the Issuing Entity only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiary or any of their respective Affiliates.

Each Noteholder by acceptance of this Note, or in the case of this Note Owner, by acceptance of a beneficial interest in the Notes, hereby 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 Titling Trustee, the Titling Trust, the Depositor, the Issuing Entity and any other Special Purpose Affiliate, any member of 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.

A-7 (NALT 20[—]-[—] Indenture)

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and their respective agents 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 whatsoever, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any of their respective agents 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 Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity 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 Issuing Entity 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.

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 Issuing Entity, 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.

A-8 (NALT 20[—]-[—] 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:

Signature Guaranteed:

A-9 (NALT 20[—]-[—] Indenture)

EXHIBIT B

FORM OF DEPOSITORY AGREEMENT

B-1 (NALT 20[—]-[—] Indenture)

EXHIBIT C

Servicing Criteria To Be Addressed In Assessment Of Compliance

The assessment of compliance to be delivered by the Indenture Trustee, shall address, and be limited to, the criteria identified below as “Applicable Servicing Criteria”:

Reference	Criteria
	Cash Collection and Administration
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

C-1 (NALT 20[—]-[—] Indenture)

EX-10.1

Exhibit 10.1

AGREEMENT OF DEFINITIONS

by and among

NISSAN MOTOR ACCEPTANCE CORPORATION

NISSAN AUTO LEASING LLC II

NISSAN AUTO LEASE TRUST 20[—]-[—]

NISSAN-INFINITI LT

NILT TRUST

NILT, INC.

[                ]

[                ]

Dated as of [—], 20[—]

AGREEMENT OF DEFINITIONS

This Agreement of Definitions (as amended, supplemented or otherwise modified, this “Agreement of Definitions”), dated as of [—], 20[—], is by and among Nissan Auto Lease Trust 20[—]-[—], as issuer (the “Issuing Entity”), 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”), [                ], a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [                ], a national banking association, 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 and the UTI Beneficiary, the Servicer, the Delaware Trustee, the Titling 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 as amended by the First Amendment to Servicing Agreement, dated as of January 3, 2001 (the “Basic Servicing Agreement”) 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 20[—]-[—] SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “20[—]-[—] SUBI”);

E. The parties hereto desire to identify and allocate to the 20[—]-[—] SUBI a separate portfolio of Trust Assets consisting of leases (the “20[—]-[—] Leases”) and certain other related Trust Assets and the vehicles that are leased under the 20[—]-[—] Leases (the “20[—]-[—] Vehicles”);

F. The parties hereto also desire that the Titling Trust issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 20[—]-[—] SUBI (the “20[—]-[—] SUBI Certificate”);

1 (NALT 20[—]-[—] Agreement of Definitions)

G. NILT Trust will sell, transfer and assign the 20[—]-[—] SUBI Certificate and the 20[—]-[—] SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate Transfer Agreement, dated as of [—], 20[—] (the “SUBI Certificate Transfer Agreement”). NALL II will further transfer the 20[—]-[—] SUBI Certificate and the 20[—]-[—] SUBI Assets evidenced thereby to the Issuing Entity pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of [—], 20[—] (the “Trust SUBI Certificate Transfer Agreement”);

H. Pursuant to the Indenture, dated as of [—], 20[—] (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee, the Issuing Entity will (i) issue [$ [—] aggregate principal amount of [—]% Asset Backed Notes, Class A-1a (the “Class A-1a Notes”), [$[—] aggregate principal amount of [—]% Asset Backed Notes, Class A-1b (the “Class A-1b Notes”)], [$[—] aggregate principal amount of [—]% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”)], [$[—] aggregate principal amount of [—]% Asset Backed Notes, Class A-2b (the “Class A-2b Notes”) [—]% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”)], [$[—] aggregate principal amount of [—]% Asset Backed Notes, Class A-3b (the “Class A-3b Notes”)], [$[—] aggregate principal amount of [—]% Asset Backed Notes, Class A-4a (the “Class A-4a Notes”)] and [$[—] aggregate principal amount of [—]% Asset Backed Notes, Class A-4b (the “Class A-4b Notes”)] (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “Notes”); and (ii) pledge the 20[—]-[—] SUBI Certificate and the 20[—]-[—] 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 20[—]-[—] SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes; and

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 20[—]-[—] 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.

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 each Class of Floating Rate Notes], the period from and including the immediately

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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 each Class of Fixed Rate Notes (other than the Class A-1 Notes), the period from and including the 15th day of the preceding calendar month to but excluding the 15th day of the month of such Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding [—], 20[—].

“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 disposition fee, 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.

“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.

“Agreement of Definitions” means this Agreement of Definitions.

“ALG Residual” means, with respect to any Lease, the expected value of the related Leased Vehicle at the related Maturity Date calculated by using a residual value estimate produced by Automotive Lease Guide in [—], 20[—] as a “mark-to-market” value (assuming that the vehicle is in “average” rather than “clean” condition) based on the total MSRP of the vehicle and all NMAC authorized options, without making a distinction between value adding options and non-value adding options.

“Assets” has the meaning set forth in Section 2.01 to the SUBI Certificate Transfer 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.

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“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.

“Authorized Officer” means (a) with respect to the Issuing Entity, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity 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[, (iv) the [[Net Swap][Cap] Receipts (excluding [Swap][Cap] Termination Payments received from the [Swap Counterparty][Cap Provider] and deposited into the Swap Termination Payment Account], if any, (v) [amounts, if any, on deposit in the [Swap Termination Payment Account][Cap Termination Account] to the extent such amounts are required to be included in Available Funds pursuant to Section 2.14 of the Indenture], and (vi) [Swap][Cap] Replacement Proceeds, to the extent such amounts are required to be included in Available Funds pursuant to Section 2.14 of the Indenture].

“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 the sum of (a) the Servicer Monthly Payment and (b) the amount necessary to make the distributions in clauses (ii) and (iii) 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 (iii).

“Available Principal Distribution Amount” means, for any Payment Date and the related Collection Period, an amount equal to the excess, if any, of (a) the sum of (i) Available Funds remaining after the Servicer has been paid the Servicer Monthly Payment [and the Swap Counterparty, if any has been paid any Net Swap Payments,] and (ii) the Reserve Account Draw Amount over (b) accrued interest paid on the Notes [and any Senior Swap Termination Payments paid to the Swap Counterparty, if any] on such Payment Date.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq.

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“Base Residual” means the lowest of (i) the Contract Residual, (ii) the ALG Residual, and (iii) the MRM Residual.

“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 Underwriting Agreement, this Agreement of Definitions, [the Interest Rate [Swap][Cap] Agreement(s)] the 20[—]-[—] SUBI Certificate and the Securities.

“Basic Servicing Agreement” means the servicing agreement, dated as of March 1, 1999, as amended by the First Amendment to Servicing Agreement, among the Titling Trust, the UTI Beneficiary, and the Servicer.

“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 deemed to hold the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing.

“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 New York, New York, Wilmington, Delaware, Irving, Texas, Franklin, Tennessee[, the principal place of business of the [Swap Counterparty][Cap Provider]], or the city and state where the Corporate Trust Office is located are authorized or obligated by law, executive order or government decree to be closed.

[“Calculation Agent” means, with respect to the determination of the Interest Rate of the Floating Rate Notes, [                ], acting in such capacity under the Indenture (including any permitted successor or replacement calculation agent designated from time to time pursuant to the Indenture.]

[“Cap Provider” means an unaffiliated third party, as cap provider, under each Initial Interest Rate Cap Agreement, or any successor or replacement cap provider (including any Replacement Cap Provider) from time to time.]

[“Cap Rate” means [—].]

[“Cap Receipts” means an amount equal to the product of: (a) LIBOR for the related Payment Date minus the Cap Rate; (b) the aggregate notional amount on the Interest Rate Cap Agreement(s)[, which will equal the aggregate outstanding principal amount of the Class A-[—] Notes on the first day of the Accrual Period related to such Payment Date]; and (c) a fraction, the numerator of which is the actual number of days elapsed from and including the previous

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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][365].]

[“Cap Termination Payment” means payments due to the Issuing Entity by the Cap Provider under an Interest Rate Cap Agreement, including interest that may accrue thereon, due to a termination of such Interest Rate Cap Agreement due to an “event of default” or “termination event” under such Interest Rate Cap Agreement.]

[“Cap Termination Account” means the account designated as such, established and maintained pursuant to Section 2.14 of the Indenture.]

“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.

“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 Issuing Entity 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-3 Notes, and the Class A-4 Notes.

[“Class A-1a Interest Rate” means [—]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).]

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[“Class A-1a Note Balance” means, as of any date, the Initial Class A-1a Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1a Notes.]

[“Class A-1a Noteholder” means, as of any date, the Person in whose name a Class A-1a Note is registered on the Note Register on such date.]

[“Class A-1a Notes” has the meaning set forth in Recital H hereof.]

[“Class A-1b Interest Rate” means [—]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).]

[“Class A-1b Note Balance” means, as of any date, the Initial Class A-1b Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1b Notes.]

[“Class A-1b Noteholder” means, as of any date, the Person in whose name a Class A-1b Note is registered on the Note Register on such date.]

[“Class A-1b Notes” has the meaning set forth in Recital H hereof.]

[“Class A-2a Interest Rate” means [—]% per annum (computed on the basis of a 360-day year of twelve 30-day months).]

[“Class A-2a Note Balance” means, as of any date, the Initial Class A-2a Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2a Notes.]

[“Class A-2a Noteholder” means, as of any date, the Person in whose name a Class A-2a Note is registered on the Note Register on such date.]

[“Class A-2a Notes” has the meaning set forth in Recital H hereof.]

[“Class A-2b Interest Rate” means [—]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).]

[“Class A-2b Note Balance” means, as of any date, the Initial Class A-2b Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2b Notes.]

[“Class A-2b Noteholder” means, as of any date, the Person in whose name a Class A-2b Note is registered on the Note Register on such date.]

[“Class A-2b Notes” has the meaning set forth in Recital H hereof.]

[“Class A-3a Interest Rate” means [—]% per annum (computed on the basis of a 360-day year of twelve 30-day months).]

[“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.]

[“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.]

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[“Class A-3a Notes” has the meaning set forth in Recital H hereof.]

[“Class A-3b Interest Rate” means [—]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).]

[“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 Noteholder” means, as of any date, the Person in whose name a Class A-3b Note is registered on the Note Register on such date.]

[“Class A-3b Notes” has the meaning set forth in Recital H hereof.]

[“Class A-4a Interest Rate” means [—]% per annum (computed on the basis of a 360-day year of twelve 30-day months).]

[“Class A-4a Note Balance” means, as of any date, the Initial Class A-4a Note Balance reduced by all payments of principal made on or prior to such date on the Class A-4a Notes.]

[“Class A-4a Noteholder” means, as of any date, the Person in whose name a Class A-4a Note is registered on the Note Register on such date.]

[“Class A-4a Notes” has the meaning set forth in Recital H hereof.]

[“Class A-4b Interest Rate” means [—]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).]

[“Class A-4b Note Balance” means, as of any date, the Initial Class A-4b Note Balance reduced by all payments of principal made on or prior to such date on the Class A-4b Notes.]

[“Class A-4b Noteholder” means, as of any date, the Person in whose name a Class A-4b Note is registered on the Note Register on such date.]

[“Class A-4b Notes” has the meaning set forth in Recital H hereof.]

“Class Balance” means, as of any date, [the Class A-1a Note Balance], [the Class A-1b Note Balance], [the Class A-2a Note Balance], [the Class A-2b Note Balance], [the Class A-3a Note Balance], [the Class A-3b Note Balance], [the Class A-4a Note Balance] or [the Class A-4b 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 [—], 20[—].

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“Code” means the Internal Revenue Code of 1986.

“Collateral” has the meaning set forth in the Granting Clause of the Indenture.

“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 Basic 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 residual 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 Servicing Practices for the purpose of determining the Monthly Payment.

“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 the Indenture is located at [—]; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuing Entity, 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 Issuing Entity).

“Co-Trustee” has the meaning set forth in the Basic Servicing Agreement.

“Credit and Collection Policy” has the meaning set forth in the Basic Servicing Agreement.

“Currency Swap Agreement” shall mean any currency swap agreement, including all schedules and confirmations thereto, entered into by the Issuing Entity and the Currency Swap Counterparty.

“Currency Swap Counterparty” shall mean an unaffiliated third party, as currency swap counterparty, under the Currency Swap Agreement, or any successor or replacement Currency Swap Counterparty from time to time.

“Customary Servicing Practices” means the customary practices of the Servicer with respect to Leased Vehicles and Leases held by the Titling Trust, without regard to whether such Leased Vehicles and Leases have been identified and allocated into a portfolio of Trust Assets allocated to the 20[—]-[—] SUBI or any Other SUBI, as such practices may be changed from time to time.

“Cutoff Date” means the close of business on [—], 20[—].

“Dealer” has the meaning set forth in the Titling Trust Agreement.

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“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) the Servicer has 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.

“Depositor” means NALL II.

“Depositor’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.

“Depository Agreement” means the agreement among the Issuing Entity, 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 Reuters Screen LIBOR01 Page or any successor service or any page as may replace the designated page on that service or any successor service that displays London interbank rates of 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 Statement” has the meaning set forth in Section 5.02(c) of the Trust Agreement.

“DTC” means The Depository Trust Company.

“Early Termination Charge” means, with respect to any 20[—]-[—] Lease that is terminated prior to its Maturity Date, an amount equal to the lesser of (a) the present value (discounted at

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the implicit rate of such 20[—]-[—] Lease) of all remaining Monthly Payments, and (b) the excess, if any, of the adjusted 201[—]-[—] Lease balance over the related 20[—]-[—] Vehicle’s fair market wholesale value 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).

“Early Termination Purchase Option Price” means, with respect to any 20[—]-[—] Lease that is terminated prior to its Maturity Date, the amount paid by the related Lessee or a Dealer to purchase the related 20[—]-[—] Vehicle.

“Eligible Account” means an account maintained with a depository institution or trust company having the Required Deposit Rating.

“Employee Benefit Plan” means any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA subject to Title IV of ERISA, maintained or sponsored by the Servicer or any of its ERISA Affiliates.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Servicer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“Excess Amounts” means, as of any Payment Date, the amount remaining in the 20[—]-[—] SUBI Collection Account after the distributions provided for in clauses (i) and (ii) of Section 8.04(a) of the Indenture have been made.

“Excess Mileage and Excess Wear and Tear Charges” means, with respect to any 20[—]-[—] Lease or 20[—]-[—] Vehicle, any applicable charge for excess mileage or excess wear and tear.

“Exchange Act” means the Securities Exchange Act of 1934.

“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.

“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.

[“Fitch” means Fitch Ratings, Ltd.]

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“Fixed Rate Note” means any Class A-1 Note, Class A-2 Note, Class A-3 Note or Class A-4 Note.

[“Floating Rate Note” means any [Class A-1a Note], [Class A-1b Note], [Class A-2a Note], [Class A-2b Note], [Class A-3a Note], [Class A-3b Note], [Class A-4a Note], or [Class A-4b Note].

“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 [—], 20[—] between the Issuing Entity and the Indenture Trustee.

“Indenture Default” has the meaning set forth in Section 5.01 of the Indenture.

“Indenture Trustee” means [—], 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 Issuing Entity, 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 Issuing Entity, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, 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) of the Indenture, 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.

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“Independent Manager” means an individual who was not at any time during the preceding five years (i) a director (other than during his tenure as an Independent Manager of the Depositor or for one or more affiliates of the Depositor), officer, employee or affiliate of the Depositor or any of its affiliates (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor), (ii) a person related to any officer or director of any affiliate of the Depositor (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor), (iii) a direct or indirect holder of one or more than 5% of any voting securities of any affiliate of the Depositor, (iv) a person related to a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Depositor, (v) a material creditor, material supplier, family member, manager, or contractor of the Depositor, or (vi) a person who controls (whether directly, indirectly, or otherwise) the Depositor or its affiliates or any material creditor, material supplier, employee, officer, director (other than during his tenure as an Independent Manager of the Depositor or for one or more affiliates of the Depositor), manager or material contractor of the Depositor or its affiliates.

[“Initial Cap Provider” means [—], as the Cap Provider under the Initial Interest Rate Cap Agreement(s).]

“Initial Class A-1a Note Balance” means $[—].

“Initial Class A-1b Note Balance” means $[—].

“Initial Class A-2a Note Balance” means $[—].

“Initial Class A-2b Note Balance” means $[—].

“Initial Class A-3a Note Balance” means $[—].

“Initial Class A-3b Note Balance” means $[—].

“Initial Class A-4a Note Balance” means $[—].

“Initial Class A-4b Note Balance” means $[—].

“Initial Class Balance” means [the Initial Class A-1a Note Balance], [the Initial Class A-1b Note Balance], [the Initial Class A-2a Note Balance], [the Initial Class A-2b Note Balance], [the Initial Class A-3a Note Balance], [the Initial Class A-3b Note Balance], [the Initial Class A-4a Note Balance] or [the Initial Class A-4b Note Balance], as applicable.

“Initial Deposit Amount” means the Issuing Entity’s deposit to the Reserve Account, on or before the Closing Date, of $[—].

[“Initial Interest Rate [Swap][Cap] Agreement” means, individually, each set of agreements governing a [swap][cap] transaction for a Class of Floating Rate Notes, comprised of the interest rate [swap][cap] agreement, dated as of the Closing Date, between the Initial [Swap

13 (NALT 20[—]-[—] Agreement of Definitions)

Counterparty][Cap Provider] and the Issuing Entity, an ISDA Master Agreement, the schedule and the credit support annex thereto, if applicable, and the relevant confirmation for such Class of Floating Rate Notes, as the same may be amended or supplemented from time to time in accordance with the terms thereof.]

“Initial Note Balance” means the sum of [the Initial Class A-1a Note Balance], [the Initial Class A-1b Note Balance], [the Initial Class A-2a Note Balance], [the Initial Class A-2b Note Balance], [the Initial Class A-3a Note Balance], [the Initial Class A-3b Note Balance], [the Initial Class A-4a Note Balance] and [the Initial Class A-4b Note Balance].

“Initial Securities Balance” means the initial principal amount of the Notes and the Trust Certificates.

[“Initial Swap Counterparty” means [—], as the Swap Counterparty under the Initial Interest Rate Swap Agreement(s).]

“Initial Trust Certificate Balance” means $[—].

“Insurance Expenses” with respect to any 20[—]-[—] Vehicle, 20[—]-[—] 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 Practices 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 20[—]-[—] Vehicles or the ability of a Lessee to make required payments with respect to the related 20[—]-[—] Lease.

“Insurance Proceeds” means, with respect to any 20[—]-[—] Vehicle, 20[—]-[—] Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or the Titling 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 interest of the Depositor as holder of the Trust Certificate) in the Issuing Entity 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 the Trust Agreement and any other Basic Document, together with the obligations of such Trust Certificateholder to comply with all the terms and provisions of the Trust Agreement and the other Basic Documents.

[“Interest Determination Date” means, with respect to any Interest Period with respect to the Floating Rate Notes, the day that is two London Business Days prior to the related Interest Reset Date.]

14 (NALT 20[—]-[—] Agreement of Definitions)

[“Interest Period” means the Accrual Period with respect to each Class of Floating Rate Notes, respectively.]

“Interest Rate” means [the Class A-1a Interest Rate], [the Class A-1b Interest Rate], [the Class A-2a Interest Rate], [the Class A-2b Interest Rate], [the Class A-3a Interest Rate], [the Class A-3b Interest Rate], [the Class A-4a Interest Rate], [the Class A-4b Interest Rate] or the Overdue Interest Rate, as applicable.

[“Interest Reset Date” means, with respect to any Interest Period with respect to the Floating Rate Notes, 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.]

“Investment Company Act” means the Investment Company Act of 1940.

“Issuing Entity” means Nissan Auto Lease Trust 20[—]-[—], until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes.

“Issuing Entity Order” or “Issuing Entity Request” means a written order or request of the Issuing Entity signed in the name of the Issuing Entity 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 20[—]-[—] Lease SUBI.

“Lease Pull-Forward” means, as of any date, any Lease that has been terminated by the related Lessee before the related Maturity Date under NMAC’s pull-forward program in order to allow such Lessee, among other things, (i) to enter into a new lease contract for a new Nissan or Infiniti vehicle, or (ii) to purchase a new Nissan or Infiniti vehicle, provided that the Lessee is not in default on any of its obligations under the related Lease and the financing of the related vehicle is provided by NMAC.

“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; provided that such definition shall refer only to Lessees of Leases allocated to the 20[—]-[—] SUBI.

15 (NALT 20[—]-[—] Agreement of Definitions)

“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.

“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 20[—]-[—] Lease, the actual amount paid by the Lessee toward such Monthly Payment.

“Lessor” means each Person that is a lessor under a Lease or assignee thereof, including the Issuing Entity.

[“LIBOR” means, for any Interest Period, 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 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 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.]

“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.

“Liquidated Lease” means a 20[—]-[—] Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder.

“Liquidated Vehicle” means the 20[—]-[—] Vehicle related to a Liquidated Lease.

16 (NALT 20[—]-[—] Agreement of Definitions)

“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” 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), 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.

[“London Business Day” means any day on which dealings in deposits in 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 Issuing Entity, the Depositor, 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 20[—]-[—] SUBI Certificate’s beneficial interest in all or any significant portion of the 20[—]-[—] SUBI Assets or the Indenture Trustee’s security interest in the 20[—]-[—] SUBI Certificate and all or any significant portion of the 20[—]-[—] SUBI Assets, or (v) the collectibility or the credit worthiness of all or any significant portion of the 20[—]-[—] Leases and the 20[—]-[—] 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.

17 (NALT 20[—]-[—] Agreement of Definitions)

“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 20[—]-[—] Vehicles with respect to which the related 20[—]-[—] Lease was terminated and which were sold in such Collection Period on or after the termination of the related 20[—]-[—] 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 20[—]-[—] 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 (a) the lesser of (i) the Principal Distribution Amount and (ii) the Available Principal Distribution Amount, or (b) after the occurrence of an Indenture Default that results in acceleration of the Notes, unless and until such acceleration has been rescinded, the aggregate Outstanding Amount of the Notes.

“Monthly Remittance Condition” has the meaning set forth in Section 8.03(c) of the 20[—]-[—] 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 20[—]-[—] Vehicle for its Contract Residual following a termination of the related 20[—]-[—] Lease at its Maturity Date and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for 20[—]-[—] Vehicles which matured and were sold in such Collection Period on or after the termination of the related 20[—]-[—] Leases at their respective Maturity Dates plus all Net Insurance Proceeds, reduced by amounts required to be remitted to the related Lessees under applicable law.

[“Moody’s” means Moody’s Investors Service, Inc.]

“MRM Residual” means, with respect to any Lease, the expected value of the related Leased Vehicle at the related Maturity Date calculated by using a residual value estimate produced by Automotive Lease Guide in [—] as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on 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.

18 (NALT 20[—]-[—] Agreement of Definitions)

“MSRP” means, with respect to any Leased Vehicle, the Manufacturer’s Suggested Retail Price.

“NALL II” means Nissan Auto Leasing LLC II, a Delaware limited liability company.

“Net Auction Proceeds” means Auction Proceeds net of related Disposition Expenses and, in the case of a Matured Vehicle, any outstanding Sales Proceeds Advance.

“Net Insurance Proceeds” means Insurance Proceeds net of related Insurance Expenses.

“Net Liquidation Proceeds” means the Liquidation Proceeds net of related Liquidation Expenses.

[“Net Swap Payment” means for the Interest Rate Swap Agreement, the net amounts owed by the Issuing Entity to the Swap Counterparty, if any, on any Distribution Date, excluding Swap Termination Payments.]

[“Net Swap Receipts” means, for each Interest Rate Swap Agreement, the net amounts owed by the Swap Counterparty to the Issuing Entity, if any, on any Payment Date under such Interest Rate Swap Agreement, excluding any Swap Termination Payments.]

“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” or “Notes” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a Class A-4 Note, as the context may require.

“Note Balance” means the sum of the [Class A-1a Note Balance], [the Class A-1b Note Balance], [the Class A-2a Note Balance], [the Class A-2b Note Balance], [the Class A-3a Note Balance], [the Class A-3b Note Balance], [the Class A-4a Note Balance], and [the Class A-4b Note Balance].

“Note Distribution Account” means the trust account established by the Depositor, on behalf of the Issuing Entity pursuant to Section 8.02(c) of the Indenture, into which amounts released from the 20[—]-[—] 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.

19 (NALT 20[—]-[—] Agreement of Definitions)

“Note Final Scheduled Payment Date” means, with respect to (i) a Class A-1[a] Note, [—], 20[—] [and a Class A-1b Note, [—], 20[—]], (ii) a Class A-2[a] Note, [—], 20[—] [and a Class A-2b Note, [—], 20[—]], (iii) a Class A-3[a] Note, [—], 20[—] [and a Class A-3b Note, [—], 20[—]], and (iv) a Class A-4[a] Note, [—], 20[—] [and a Class A-4b Note, [—], 20[—]].

“Noteholder” means, as of any date, the Person in whose name a Class A-1 Note, Class A-2 Note, Class A-3 or a Class A-4 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.

“Officer’s Certificate” means (a) with respect to the Issuing Entity, a certificate signed by an Authorized Officer of the Issuing Entity, 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 20[—]-[—] 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 Depositor, 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 Issuing Entity 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 20[—]-[—] Vehicle for which the related 20[—]-[—] Lease did not terminate during such Collection Period, the difference between the Securitization Value of such 20[—]-[—] Lease at the beginning and at the end of such Collection Period;

20 (NALT 20[—]-[—] Agreement of Definitions)

(ii) for each 20[—]-[—] Vehicle for which the related 20[—]-[—] Lease reached its Maturity Date during such Collection Period, the Securitization Value of such 20[—]-[—] Lease as of such Maturity Date;

(iii) for each 20[—]-[—] Vehicle purchased by the Servicer before its Maturity Date during such Collection Period, the Repurchase Payment with respect to the related 20[—]-[—] Lease; and

(iv) for each 20[—]-[—] 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 20[—]-[—] Lease as of the effective date of termination of such 20[—]-[—] 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.

“Other SUBI” means any SUBI other than a 20[—]-[—] 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

21 (NALT 20[—]-[—] Agreement of Definitions)

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 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 Issuing Entity, the Depositor, 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 Issuing Entity, the Depositor, 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 Issuing Entity, the Depositor, the Administrative Agent, or any of their respective Affiliates.

“Outstanding Amount” means, as of any date, the aggregate principal amount of the applicable Notes or Certificates Outstanding on the Closing, 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 of Definitions is located at [—]; 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 Issuing Entity, including (i) the 20[—]-[—] SUBI Certificate, evidencing a 100% beneficial interest in the 20[—]-[—] SUBI Assets, including the right to payments thereunder after the Cutoff Date from certain amounts in respect of the 20[—]-[—] Leases and received from the sale or other disposition of the 20[—]-[—] Vehicles, including the rights of the Issuing Entity to the funds on deposit from time to time in the 20[—]-[—] SUBI Collection Account (but excluding amounts retained by the Servicer in the form of

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Liquidation Expenses, Disposition Expenses, Insurance Expenses and other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses, Disposition Expenses or Insurance Expenses and permitted to be retained by the Servicer under the Basic Documents), and investment earnings, net of losses and investment expenses, on amounts on deposit in the 20[—]-[—] SUBI Collection Account, (ii) the rights of the Issuing Entity to the funds on deposit from time to time in the Reserve Account and any amounts deposited therein, including investment earnings, net of losses and investment expenses, on amounts on deposit therein, (iii) the rights of the Issuing Entity 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 therein or credited thereto and all proceeds thereof, (iv) the rights of the Depositor, as transferee, under the SUBI Certificate Transfer Agreement, (v) the rights of the Issuing Entity, as transferee, under the Trust SUBI Certificate Transfer Agreement, (vi) the rights of the Issuing Entity as a third-party beneficiary of the Servicing Agreement, to the extent relating to the 20[—]-[—] SUBI Assets, including rights to certain Advances, and the SUBI Trust Agreement, (vii) the rights of the Issuing Entity under any Currency Swap Agreement, (viii) [the rights of the Issuing Entity under any Interest Rate [Swap][Cap] 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.

“Owner Trustee” means [                ], as trustee of the Issuing Entity under the Trust Agreement.

“Paying Agent” means, (i) under the Indenture, [                ], 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 Issuing Entity 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 Issuing Entity, 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 [                ].

“Payment Ahead” has the meaning set forth in the Titling Trust Agreement.

“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 [—], 20[—].

“Payment Date Advance Reimbursement” has the meaning set forth in Section 8.03(a)(iii)(A) of the 20[—]-[—] 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 20[—]-[—] 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.

23 (NALT 20[—]-[—] Agreement of Definitions)

“Plan” means a Benefit Plan Investor, a “governmental plan” (as defined in Section 3(32) of ERISA) or any other employee benefit plan that is subject to Similar Law.

“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 business on 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.

“Public ABS Transaction” means any publicly registered issuance of securities backed by (i) a certificate representing the beneficial interest in a pool of vehicle leases originated in the United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States and, for both clause (i) and (ii), for which NALL II, or any United States Affiliate thereof, acts as a depositor.

“Pull-Forward Payment” means, with respect to any Lease Pull-Forward, the Monthly Payments not yet due with respect to that Lease.

“Rated Securities” has the meaning set forth in the Titling Trust Agreement.

“Rating Agency” means, with respect to the 20[—]-[—] SUBI, as of any date, any of the nationally recognized statistical rating organizations that has been requested by NMAC or one of its Affiliates to rate any Class of Notes and that is rating such Class of Notes on such date.

“Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or action will not cause it to

24 (NALT 20[—]-[—] Agreement of Definitions)

downgrade, qualify or withdraw its rating assigned to the Notes or (b) that such Rating Agency shall have been given notice of such event or action at least ten (10) days prior to such event (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given with respect to any event or action, and it is understood that such Rating Agency may not actually review notices received by it prior to or after the expiration of the notice period described in (b) above. Further, each Rating Agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event or action had been previously satisfied pursuant to clause (a) or clause (b) above.

“Reallocation Payment” means the payment deposited by the UTI Beneficiary to the 20[—]-[—] SUBI Collection Account in connection with any reallocation of a Matured Vehicle or a Defaulted Vehicle from the 20[—]-[—] SUBI to the UTI pursuant to Section 8.02(c) of the 20[—]-[—] Servicing Supplement, which shall be 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 or Redemption Date, as the case may be.

“Recoveries” means, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to all 20[—]-[—] 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 20[—]-[—] 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 Issuing Entity 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 Record Date.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

25 (NALT 20[—]-[—] Agreement of Definitions)

“Related Beneficiary” means each of NILT Trust and NALL II.

“Related Documents” shall mean all of the Basic Documents to which the Issuing Entity 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 Early Termination Sale Proceeds.

[“Replacement Interest Rate [Swap][Cap] Agreement” has the meaning specified in Section 2.14(f) of the Indenture.]

[“Replacement [Swap Counterparty][Cap Provider]” has the meaning specified in Section 2.14(f) of the Indenture.]

“Repurchase Payment” means, with respect to a 20[—]-[—] Lease and the related 20[—]-[—] Vehicle required to be purchased by the Servicer pursuant to Section 8.02(a) and Section 8.02(b) of the 20[—]-[—] Servicing Supplement, the sum of (i) the Securitization Value of the 20[—]-[—] Lease as of the end of the Collection Period preceding the Collection Period in which the Servicer granted an extension with respect to such 20[—]-[—] Lease or discovers or receives notice of the change in domicile with respect to Section 8.02(a) of the 20[—]-[—] Servicing Supplement or discovers a breach of representations or warranties pursuant to Section 8.02(b) of the 20[—]-[—] Servicing Supplement and (ii) any delinquent Monthly Payments 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) 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 “[                ]”, as Indenture Trustee, Nissan Auto Lease Trust 20[—]-[—] Reserve Account established with the Indenture Trustee 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 (ii) thereafter, for any Payment Date and the related Collection Period to the extent

26 (NALT 20[—]-[—] Agreement of Definitions)

the amounts on deposit in the Reserve Account are less than the Reserve Account Requirement, an amount equal to the lesser of (a) the amount of such shortfall and (b) the amount of any Excess Amounts with respect to the related Collection Period.

“Reserve Account Draw Amount” means, for any Payment Date, the amount withdrawn from the Reserve Account, equal to (i) the lesser of (a) the Available Funds Shortfall Amount, if any, or (b) the amount on deposit in the Reserve Account or (ii) after the occurrence of an Indenture Default that results in the acceleration of any Notes, unless and until the date on which such acceleration has been rescinded, the entire amount on deposit in the Reserve Account. In addition, except in the circumstances described in clause (ii) of this definition, the sum of the amounts in the Reserve Account and the remaining Available Funds after the payments under clauses (ii) and (iii) of Section 8.04(a) of the Indenture would be sufficient to pay in full the aggregate unpaid Note Balance of all of the outstanding Notes, then the Reserve Account Draw Amount will, if so specified by the Servicer in the Payment Date Certificate, include such additional amounts as may be necessary to pay all Outstanding Notes in full.

“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 Amount.

“Reserve Account Requirement” means on any Payment Date, an amount equal to $[—]; provided, however, that on any Payment Date (after taking into account all distributions from the 201[—]-[—] SUBI Collection Account on such date) on which the Note Balance is zero, the “Reserve Account Requirement” shall be an amount equal to $0.

“Residual Value Loss” means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (a) the Base Residual of the related 20[—]-[—] Vehicle, and (b) the sum of (without duplication) all related Net Auction Proceeds or Net Liquidation Proceeds, as the case may be, and all 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 (without duplication) of all related Net Auction Proceeds and Net Insurance Proceeds, and (ii) the Securitization Value of the related 20[—]-[—] Vehicle at (a) the Maturity Date of the related 20[—]-[—] Lease, or (b) the date the related 20[—]-[—] 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 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 any jurisdiction in which the Titling Trust is not qualified and licensed to do business, other than any jurisdiction where the failure to be so qualified and licensed will not have a material adverse effect on the Issuing Entity.

27 (NALT 20[—]-[—] Agreement of Definitions)

“Retained Notes” if any, means any Notes retained in the initial offering thereof by the Depositor or NMAC or conveyed to an Affiliate.

“Rule 144A” means Rule 144A promulgated by the Commission under the Securities Act.

“Rule 144A Information” means information requested of the Depositor, 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 Issuing Entity on a Deposit Date equal to the Securitization Value of each 20[—]-[—] Lease relating to a 20[—]-[—] Vehicle that terminated early (but was not a Lease in default) and the amount equal to the Base Residual of each 20[—]-[—] Lease relating to a 20[—]-[—] Vehicle that matured on its scheduled termination date.

“Schedule of 20[—]-[—] Leases and 20[—]-[—] Vehicles” means the schedule of 20[—]-[—] Leases and 20[—]-[—] Vehicles on file with the Indenture Trustee, as it may be amended from time to time (which may be supplied in CD-Rom form) which shall set forth as to each 20[—]-[—] Lease or 20[—]-[—] Vehicle, as the case may be, (i) the identification number of the 20[—]-[—] Lease, (ii) the identification number of the 20[—]-[—] Vehicle, (iii) the related Maturity Date and (iv) the value of the 20[—]-[—] Lease and the related 20[—]-[—] Vehicle on the Servicer’s books as of the Cutoff Date.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities” means the Trust Certificates and the Notes, collectively.

“Securities Act” means the Securities Act of 1933.

“Securities Balance” means, as of any date, the unpaid principal amount of the Securities as of such date.

“Securities Intermediary” has the meaning set forth in Section 8.02(e) of the Indenture.

“Securitization Rate” means, with respect to a 20[—]-[—] Lease, an annualized rate that is equal to [—]%.

“Securitization Value” means, with respect to any 20[—]-[—] Lease, the value calculated by the Servicer equal to, (i) as of its Maturity Date, the Base Residual and (ii) as of any date other than its Maturity Date, the sum of the present value, discounted at the Securitization Rate, of (a) the aggregate Monthly Payments remaining to be made and (b) the Base Residual.

“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.

“Securityholder” means each registered holder of a Note or a Trust Certificate.

28 (NALT 20[—]-[—] Agreement of Definitions)

“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, if any.

[“Senior Swap Termination Payment” means any Swap Termination Payment owed by the Issuing Entity to the Swap Counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination 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 20[—]-[—] 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 20[—]-[—] 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)(iii) of the 20[—]-[—] 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 20[—]-[—] Servicing Supplement.

“Servicing Criteria” means those criteria listed in Exhibit C to the Indenture that are to be addressed in the assessment of compliance pursuant to Section 3.09 of the Indenture.

“Servicing Fee” means, with respect to the 20[—]-[—] 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 20[—]-[—] Leases as of the first day of such Collection Period.

“Settlement Statement” means a statement substantially in the form of Exhibit A to the 20[—]-[—] Servicing Supplement.

“Similar Law” means any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code.

“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 Ratings Service, a Standard & Poor’s Financial Services LLC business.]

29 (NALT 20[—]-[—] Agreement of Definitions)

“State” means any state of the United Sates, Puerto Rico, or the District of Columbia.

“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 20[—]-[—] SUBI 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 [—], 20[—], 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 20[—]-[—] SUBI Assets during the Collection Period, including: (i) Monthly Payments (including Payments Ahead and Pull-Forward Payments, when received), Payoffs, and any other payments under the 20[—]-[—] 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 (which includes Early Termination Charges); (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 20[—]-[—] SUBI Supplement.

[“Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the Issuing Entity to the Swap Counterparty under an Interest Rate Swap Agreement following an “event of default” or a “termination event” where the Swap Counterparty is the “defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax event”) as each such term is defined in such Interest Rate Swap Agreement.]

“Sub-Trust” has the meaning set forth in Section 3.01(b) of the Titling Trust Agreement.

[“Swap Counterparty” means an unaffiliated third party, as swap counterparty, under each Initial Interest Rate Swap Agreement, or any successor or replacement swap counterparty (including any Replacement Swap Counterparty) from time to time.]

[“[Swap][Cap] Event of Default” means, with respect to any Interest Rate [Swap][Cap] Agreement, any event defined as an “Event of Default” under each Interest Rate [Swap][Cap] Agreement.]

30 (NALT 20[—]-[—] Agreement of Definitions)

[“[Swap][Cap] Replacement Proceeds” means any amounts received from a Replacement [Swap Counterparty][Cap Provider] in consideration for entering into a Replacement Interest Rate [Swap][Cap] Agreement for a terminated Interest Rate [Swap][Cap] Agreement.]

[“[Swap][Cap] Termination Event” means any event defined as a “Termination Event” in an Interest Rate [Swap][Cap] Agreement.]

[“[Swap Termination Payment Account” means the account designated as such, established and maintained pursuant to Section 2.14 of the Indenture.]

[“Swap Termination Payments” means any payments due to the Swap Counterparty by the Issuing Entity or to the Issuing Entity by the Swap Counterparty, including interest that may accrue thereon, under each Interest Rate Swap Agreement due to a termination of such Interest Rate Swap Agreement due to a Swap Event of Default or a Swap Termination Event under such Interest Rate Swap Agreement.]

[“[Swap][Cap] Termination Event” means any event defined as a “Termination Event” in the Interest Rate [Swap][Cap] Agreement(s).]

“Tax Information” means complete and accurate information and documentation requested by the Issuer (or its agents or delegates), the Indenture Trustee or Paying Agent (or an agent thereof) to be provided to the Issuer, the Indenture Trustee or Paying Agent to enable the Issuer, the Indenture Trustee or a Paying Agent to comply with U.S. tax law (including FATCA). For these purposes, “FATCA” means sections 1471 through 1474 of the Code and the Treasury regulations (and any notices or official pronouncements) promulgated thereunder, any agreement thereunder and any law implementing an intergovernmental agreement or approach thereto.

“Tax Retained Notes” if any, means any Retained Notes retained by the issuer of the Notes for U.S. federal income tax purposes or an entity which for U.S. federal income tax purposes is considered the same Person as such issuer, until such time as such Notes are the subject of an opinion pursuant to Section 2.04(g) of the Indenture.

“Titling Trust” means Nissan-Infiniti LT, a Delaware statutory trust.

“Titling Trust Agreement” means the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as the Grantor and the UTI Beneficiary, the Servicer, the Delaware Trustee, the Titling Trustee and the Trust Agent.

“Titling Trustee” means NILT, Inc., in its capacity as trustee of the Titling Trust.

“TIA” means the Trust Indenture Act of 1939.

“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.

31 (NALT 20[—]-[—] Agreement of Definitions)

“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 Account” has the meaning set forth in the Titling Trust Agreement.

“Trust Administration Agreement” means the Trust Administration Agreement, dated as of [—], 20[—], among the Administrative Agent, the Issuing Entity, the Depositor and the Indenture Trustee.

“Trust Agent” means [                ], as Trust Agent under the Titling Trust Agreement.

“Trust Agreement” means the trust agreement, dated as of [—], [—], as amended and restated by the Amended and Restated Trust Agreement, dated as of [—], 20[—], between the Depositor 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 SUBI Certificate Transfer Agreement” means the Trust SUBI Certificate Transfer Agreement, dated as of [—], 20[—], between the Depositor, and the Issuing Entity, as transferee.

“Trustee” means NILT, Inc., in its capacity as trustee of the Titling Trust.

“20[—]-[—] Eligible Lease” means a Lease as to which the following are true as of the Cutoff Date:

(a) relates to a Nissan or an Infiniti automobile, light duty truck, minivan, or sport utility vehicle, of a model year of [—] 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 or Infiniti motor vehicle;

(c) was originated in the United States on or after [—], 20[—] 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;

32 (NALT 20[—]-[—] Agreement of Definitions)

(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), other than any lien placed upon a Certificate of Title in connection with the delivery of title documentation to the Titling Trustee in accordance with Customary Servicing Practices;

(f) has a remaining term to maturity, as of the Cutoff Date, of not less than [—] months and not greater than [—] months;

(g) provides for level payments (exclusive of taxes) that fully amortize the adjusted capitalized cost of the Lease to the related Contract Residual over the lease term at a rate implicit in the Lease and corresponding to the disclosed rent charge 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 Consumer Financial Protection Bureau, 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 creditors’ 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;

(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) there is only one original executed copy of each tangible “record” constituting or forming a part of each 20[—]-[—] Lease that is tangible chattel paper and a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic “record” constituting or forming a part of each 20[—]-[—] Lease that is electronic chattel paper.

(o) has an original term of not less than [—] months and not greater than [—] months;

33 (NALT 20[—]-[—] Agreement of Definitions)

(p) is a Lease for which the related Lease Documents are located in the United States;

(q) constitutes either “tangible chattel paper” or “electronic chattel paper,” as defined in the UCC;

(r) with respect thereto, NMAC, in accordance with its Customary Practices, 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 the Cutoff Date, of no greater than $[—].

“20[—]-[—] Lease” has the meaning set forth in Section 8.01 of the 20[—]-[—] Servicing Supplement.

“20[—]-[—] Servicing Supplement” means the 20[—]-[—] SUBI Servicing Supplement to the Basic Servicing Agreement, dated as of [—], 20[—], among the parties to the Basic Servicing Agreement.

“20[—]-[—] SUBI” has the meaning set forth in Section 12.01(a) of the 20[—]-[—] SUBI Supplement.

“20[—]-[—] SUBI Assets” has the meaning set forth in Section 12.01(b) to the 20[—]-[—] SUBI Supplement.

“20[—]-[—] SUBI Account” means the 20[—]-[—] SUBI Collection Account, and any other Trust Account established with respect to the 20[—]-[—] SUBI, as the context may require.

“20[—]-[—] SUBI Certificate” has the meaning set forth in the recitals of the 20[—]-[—] SUBI Supplement.

“20[—]-[—] SUBI Collection Account” means the trust account established pursuant to Section 14.01(a) of the 20[—]-[—] SUBI Supplement.

“20[—]-[—] SUBI Supplement” means the 20[—]-[—] SUBI Supplement to the Titling Trust Agreement, dated as of [—], 20[—], among the parties to the Titling Trust Agreement.

“20[—]-[—] Vehicle” has the meaning set forth in Section 8.01 to the 20[—]-[—] Servicing Supplement.

“UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction.

“Underwriting Agreement” means the underwriting agreement relating to the Notes dated [—], 20[—], among [—], as Representative, on behalf of the several underwriters, NMAC and the Depositor.

34 (NALT 20[—]-[—] Agreement of Definitions)

“United States” means the United States of America, its territories and possessions and areas subject to its jurisdiction.

[“                ” has the meaning set forth in the preamble to this Agreement of Definitions].

“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. For all purposes of this Agreement of Definitions, 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 of Definitions as a whole and not to any particular part, Recital or Section within this Agreement of Definitions, (iii) references to a Recital or Section such as “Recital A” or “Section 1.01” shall refer to the applicable Recital or Section of this Agreement of Definitions, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement of Definitions, except that references to the SUBI Trust Agreement include only such items as related to the 20[—]-[—] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement of Definitions include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

Section 1.03 Notices. All demands, notices, and communications hereunder shall be in writing and shall be delivered, sent electronically by email (if an email address is provided) or telecopier, or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed in each case as follows: the Issuing Entity, at c/o [                ], as Owner Trustee, [—] (telecopier no. [—], Attention: [—], with a copy to the Administrative Agent, at [—] (telecopier no. [—] (email: [—] and [—]), Attention: Treasurer; NILT Trust, at [—] (telecopier no. [—] (email: [—] and [—]), Attention:

35 (NALT 20[—]-[—] Agreement of Definitions)

Treasurer; Nissan-Infiniti LT, at [—] (telecopier no. [—] (email: [—]and [—]), Attention: Treasurer; NMAC, at [—] (telecopier no. [—] (email: [—] and [—]), Attention: Treasurer; the Depositor, at [—] (telecopier no. [—] (email: [—]), Attention: Treasurer; NILT, Inc., at [—] (telecopier no. [—] (email: [—])] Attention: NILT Inc.; [                ], as Owner Trustee and Delaware Trustee, at [—] (telecopier no. [—], Attention: Corporate Trust Administration]; [                ], as Indenture Trustee, at [—] (telecopier no. [—] (email: [—])], Attention: Nissan Auto Lease Trust 20[—]-[—]; [                ], as Trust Agent, at [—] (telecopier no. [—] (email: [—])], Attention: Nissan Auto Lease Trust 20[—]-[—]; or at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Agreement of Definitions to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

Section 1.04 Amendment.

(a) Any term or provision of this Agreement of Definitions may be amended by the Servicer and the Depositor, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent, of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust, the Trust Certificateholders, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Servicer or the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust, the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

(b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

36 (NALT 20[—]-[—] Agreement of Definitions)

(d) At least 10 Business Days prior to the execution of any amendment to this Agreement of Definitions, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement of Definitions, the Servicer shall furnish a copy of such amendment to each Rating Agency.

(e) [Reserved]

(f) None of [                ], as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. [                ], as trustee of NILT Trust and as Trust Agent, NILT, Inc., and the Indenture Trustee may conclusively assume, in the absence of written notice to the contrary from the Servicer to a Responsible Officer of the Indenture Trustee, that a Rating Agency Condition has been satisfied with respect to such amendment.

(g) The Indenture Trustee shall provide notice of any proposed amendment or supplement to this Agreement of Definitions to the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement).

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 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 (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

Section 1.09 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 the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, 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.

37 (NALT 20[—]-[—] Agreement of Definitions)

Section 1.10 No Recourse.

(a) It is expressly understood and agreed by the parties hereto that with respect to [                ]’s role as trustee of NILT Trust only, and not with respect to its role as Trust Agent, (i) this Agreement is executed and delivered by [                ], not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by [                ] but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on [                ], 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 (iv) under no circumstances shall [                ] be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents.

(b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by NILT, Inc., not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of the Titling Trust, is made and intended not as personal representations, undertakings, and agreements by NILT Inc., but is made and intended for the purpose of binding only the Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on NILT, Inc., 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 (iv) under no circumstances shall NILT, Inc. be personally liable for the payment of any indebtedness or expenses of the Titling Trust under this Agreement or any other related documents.

[Signature Pages to Follow]

38 (NALT 20[—]-[—] Agreement of Definitions)

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:
	Title:

NISSAN-INFINITI LT
By:	NILT, INC.,
	as Titling Trustee for Nissan-Infiniti LT
	By:
		Name:
		Title:

NILT TRUST as UTI Beneficiary, Grantor, and Transferor
By:	[                        ],
	as Trustee for NILT Trust
	By:
		Name:
		Title:

NILT, INC.
as Titling Trustee for Nissan-Infiniti LT
By:
	Name:
	Title:

S-1 (NALT 20[—]-[—] Agreement of Definitions)

NISSAN AUTO LEASING LLC II
By:
	Name:
	Title:

NISSAN AUTO LEASE TRUST 20[—]-[—]
By:	[                        ], not in its individual capacity, but solely as Owner Trustee
	By:
		Name:
		Title:

[                        ] as Owner Trustee and as Delaware Trustee
By:
	Name:
	Title:

[                        ] as Trust Agent, Indenture Trustee and as Secured Party
By:
	Name:
	Title:

S-2 (NALT 20[—]-[—] Agreement of Definitions)

EX-10.3

Exhibit 10.3

NILT TRUST,

as Grantor and UTI Beneficiary,

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,

NILT, INC.,

as Titling Trustee,

[                                         ],

as Delaware Trustee,

and

[                                         ],

as Trust Agent

20[•]-[•] SUBI

SUPPLEMENT

Dated as of [•], 20[•]

ARTICLE ELEVEN	DEFINITIONS	2
Section 11.01	Definitions	2
Section 11.02	Interpretive Provisions	2
Section 11.03	Rights in Respect of the 20[•]-[•] SUBI	3
ARTICLE TWELVE	CREATION OF THE 20[•]-[•] SUBI	3
Section 12.01	Creation of 20[•]-[•] SUBI Assets and the 20[•]-[•] SUBI	3
Section 12.02	Transfer of 20[•]-[•] SUBI Interests	4
Section 12.03	Issuance and Form of 20[•]-[•] SUBI Certificate	5
Section 12.04	Actions and Filings	6
Section 12.05	Termination of the 20[•]-[•] SUBI	7
Section 12.06	Representations and Warranties of Titling Trustee	7
Section 12.07	Transfer and Assignment of Certificates	7
ARTICLE THIRTEEN	20[•]-[•] SUBI PLEDGE	8
Section 13.01	Registration of the 20[•]-[•] SUBI Pledge	8
ARTICLE FOURTEEN	20[•]-[•] SUBI ACCOUNTS	8
Section 14.01	20[•]-[•] SUBI Collection Account	8
Section 14.02	20[•]-[•] Reserve Account	9
Section 14.03	Investment of Monies in 20[•]-[•] SUBI Accounts	9
Section 14.04	No Residual Value Surplus Account or Payahead Account	9
ARTICLE FIFTEEN	MISCELLANEOUS PROVISIONS	9
Section 15.01	Amendment	9
Section 15.02	Governing Law	10
Section 15.03	Notices	11
Section 15.04	Severability of Provisions	11
Section 15.05	Effect of Supplement on Titling Trust Agreement	11
Section 15.06	No Petition	12
Section 15.07	No Recourse	12
Section 15.08	Information to be Provided by the Delaware Trustee and the Titling Trustee	12
EXHIBIT
Exhibit A — 20[•]-[•] SUBI Certificate		A-1

i (NALT 20[—]-[—] SUBI Supplement)

20[•]-[•] SUBI SUPPLEMENT

This 20[•]-[•] SUBI Supplement, dated as of [•], 20[•] (as amended, supplemented or otherwise modified from time to time, this “20[•]-[•] SUBI Supplement”), 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, (the “Servicer”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), [            ], a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), and [            ], a national banking association, as trust agent (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 as amended by the First Amendment to Servicing Agreement, dated as of January 3, 2001 (the “Basic Servicing Agreement”), 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 Titling 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 the corresponding Trust Assets;

D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by this 20[•]-[•] SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “20[•]-[•] SUBI”);

E. The parties hereto desire to identify and allocate to the 20[•]-[•] SUBI a separate portfolio of Trust Assets consisting of leases (the “20[•]-[•] Leases”), the vehicles that are leased under the 20[•]-[•] Leases (the “20[•]-[•] 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 20[•]-[•] SUBI (the “20[•]-[•] SUBI Certificate”).

G. NILT Trust will transfer the 20[•]-[•] SUBI Certificate to Nissan Auto Leasing LLC II (“NALL II”) pursuant to the SUBI Certificate Transfer Agreement, dated as of [•], 20[•] (the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II. NALL II will further transfer the 20[•]-[•] SUBI Certificate to Nissan Auto Lease Trust 20[•]-[•] (the “Issuing Entity”) pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of [•], 20[•] (the “Trust SUBI Certificate Transfer Agreement”), between NALL II, as depositor (the “Depositor”) and the Issuing Entity, as transferee.

1 (NALT 20[—]-[—] SUBI Supplement)

H. Pursuant to the Indenture, dated as of [•], 20[•] (the “Indenture”), between the Issuing Entity, as issuer, and [            ], as indenture trustee (the “Indenture Trustee”), the Issuing Entity will issue (i) [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-1a (the “Class A-1a Notes”)], [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-1b (the “Class A-1b Notes” and together with the Class A-1a Notes, the “Class A-1 Notes”)], [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”)], [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-2b (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”)], [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”)], [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-3b (the “Class A-3b Notes” and together with the Class A-3a Notes, the “Class A-3 Notes”)], [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-4a (the “Class A-4a Notes”)], and [[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-4b (the “Class A-4b Notes” and together with the Class A-4a Notes, the “Class A-4 Notes”)] (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “Notes”); and (ii) pledge the 20[•]-[•] 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 20[•]-[•] 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 respective meanings ascribed thereto in the Agreement of Definitions, dated as of [•], 20[•], by and among the Issuing Entity , NILT Trust, as the Grantor and the 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 Titling Trustee, [[            ]], as Delaware Trustee and owner trustee (in such capacity, the “Owner Trustee”), the Trust Agent and the Indenture Trustee.

Section 11.02 Interpretive Provisions. For all purposes of this 20[•]-[•] 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 words such as “herein,” “hereof” and the like shall refer to this 20[•]-[•] SUBI Supplement as a whole and not to any particular part, Article or Section within this 20[•]-[•] SUBI Supplement, (iii) references to an Article or Section such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or Section of this 20[•]-[•] SUBI Supplement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii)

2 (NALT 20[—]-[—] SUBI Supplement)

references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this 20[•]-[•] SUBI Supplement, except that references to the SUBI Trust Agreement include only such items as related to the 20[•]-[•] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this 20[•]-[•] SUBI Supplement include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

Section 11.03 Rights in Respect of the 20[•]-[•] SUBI. Each Holder and Registered Pledgee of the 20[•]-[•] SUBI Certificate (including the Issuing Entity) is a third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust Agreement and this 20[•]-[•] SUBI Supplement apply to the 20[•]-[•] SUBI, the Holders of the 20[•]-[•] SUBI Certificate, and the Registered Pledgees of the 20[•]-[•] 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 Issuing Entity 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 20[•]-[•] SUBI

Section 12.01 Creation of 20[•]-[•] SUBI Assets and the 20[•]-[•] SUBI.

(a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary directs the Titling Trustee to create, and the Titling Trustee hereby creates, one Sub-Trust which shall be known as the “20[•]-[•] SUBI”. The 20[•]-[•] SUBI shall represent a special unit of beneficial interest solely in the 20[•]-[•] SUBI Assets. As of the date hereof, no UTI Pledge exists.

(b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or to cause to be identified and allocated to the 20[•]-[•] SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust Assets consisting of 20[•]-[•] 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 Titling 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 “20[•]-[•] 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 20[•]-[•] Servicing Supplement, the Titling Trustee hereby identifies and allocates as 20[•]-[•] SUBI Assets the 20[•]-[•] Leases and

3 (NALT 20[—]-[—] SUBI Supplement)

20[•]-[•] Vehicles more particularly described on the Schedule of 20[•]-[•] Leases and 20[•]-[•] Vehicles and the related Trust Assets described above, each such 20[•]-[•] SUBI Asset to be identified on the books and accounts of the Titling Trust as being allocated to the 20[•]-[•] SUBI.

(c) The Titling Trust is hereby granted the power and authority and is authorized, and the Titling Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its obligations under the Basic Documents.

Section 12.02 Transfer of 20[•]-[•] SUBI Interests.

(a) Interests in the 20[•]-[•] 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 20[•]-[•] SUBI Certificate and the interests in the 20[•]-[•] SUBI represented thereby may be (i) sold to the Depositor pursuant to the SUBI Certificate Transfer Agreement, (ii) sold, transferred and assigned by the Depositor 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 Event of Default (which has not been rescinded) or any similar term in any subsequent Securitized Financing secured by the 20[•]-[•] 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 20[•]-[•] SUBI Certificate to be transferred for registration of the transfer at the corporate trust office of the Titling Trustee (or the Trust Agent, if applicable), accompanied by a written instrument of transfer in form satisfactory to the Titling Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon a new 20[•]-[•] SUBI Certificate of a like aggregate fractional undivided interest will be issued to the designated permitted transferee.

(b) For any transfer of the 20[•]-[•] 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.

(c) The 20[•]-[•] SUBI Certificate (or any interest therein) may not be acquired by or on behalf of any Benefit Plan Investor. SUBI Certificate (or any interest therein) may not be acquired by or on behalf of a “governmental plan” (as defined in Section 3(32) of ERISA) or any other employee benefit plan that is subject to Similar Law if the acquisition, holding and disposition of the 20[•]-[•] SUBI Certificate (or any interest therein) would result in a non-exempt prohibited transaction under, or a violation of, Similar Law or would result in the assets of the Titling Trust being considered plan assets of such Benefit Plan under Similar Law.

(d) Notwithstanding any other provision herein, no transfer or assignment of an interest in the 20[•]-[•] SUBI (other than transfer or assignments to the NILT Trust, the Depositor, or the Issuing Entity) will be valid, and any such purported transfer or assignment shall be deemed null, void, and of no effect herewith, unless the purported transferee first shall have certified in writing to the Titling Trustee that, for U.S. federal income tax purposes, the transferee is not a partnership, S Corporation, or grantor trust having more than one beneficial owner or having a single beneficial owner that is a partnership or S Corporation.

4 (NALT 20[—]-[—] SUBI Supplement)

Section 12.03 Issuance and Form of 20[•]-[•] SUBI Certificate.

(a) The 20[•]-[•] SUBI shall be represented by a 20[•]-[•] SUBI Certificate that shall represent a 100% beneficial interest in the 20[•]-[•] SUBI and the 20[•]-[•] SUBI Assets, as further set forth herein. The 20[•]-[•] SUBI Certificate shall, upon transfer to the Issuing Entity, be registered in the name of the Issuing Entity, representing the beneficial interest in the 20[•]-[•] SUBI Assets allocated from the UTI. The Titling Trustee shall register a pledge of the 20[•]-[•] 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 20[•]-[•] SUBI Certificate to the Indenture Trustee. The 20[•]-[•] SUBI Certificate shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this 20[•]-[•] 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 20[•]-[•] 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 Titling Trustee executing such 20[•]-[•] SUBI Certificate:

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 20[•]-[•] SUBI Certificate will bear a legend to the following effect:

THIS 20[•]-[•] 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 20[•]-[•] SUBI CERTIFICATE, AGREES THAT THIS 20[•]-[•] 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 OR (II) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.

5 (NALT 20[—]-[—] SUBI Supplement)

THIS 20[•]-[•] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF (I) AN “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, (II) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING. IF THIS 20[•]-[•] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) IS PURCHASED OR HELD BY A “GOVERNMENTAL PLAN” (AS DEFINED IN SECTION 3(32) OF ERISA) OR ANY OTHER PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS 20[•]-[•] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A VIOLATION OF, SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE TITLING TRUST BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER SIMILAR LAW.

The 20[•]-[•] 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 20[•]-[•] SUBI Certificate and the interest in the 20[•]-[•] 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 20[•]-[•] SUBI Certificate is mutilated and surrendered to the Titling Trustee, or the Titling Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 20[•]-[•] SUBI Certificate and (ii) there is delivered to the Titling Trustee such security or indemnity as may reasonably be required by it to hold the Issuing Entity and the Titling Trustee, as applicable, harmless, then the Titling Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen 20[•]-[•] SUBI Certificate, a replacement 20[•]-[•] SUBI Certificate. Every 20[•]-[•] SUBI Certificate issued pursuant to this Section 12.03(b) in replacement of any mutilated, destroyed, lost, or stolen 20[•]-[•] SUBI Certificate shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost, or stolen 20[•]-[•] 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 20[•]-[•] 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 20[•]-[•] SUBI Certificates.

Section 12.04 Actions and Filings. Each of the UTI Beneficiary and the Titling 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 20[•]-[•] SUBI, including filing or causing to be filed UCC financing statements and executing and delivering all related filings, documents or writings

6 (NALT 20[—]-[—] SUBI Supplement)

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 Titling 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 20[•]-[•] SUBI.

(a) If all of the 20[•]-[•] Leases and 20[•]-[•] Vehicles have been liquidated into cash and all of such cash shall have been distributed in accordance with the Basic Documents, then, at the direction of the Holder of the 20[•]-[•] SUBI Certificate, the 20[•]-[•] SUBI shall be terminated and the 20[•]-[•] SUBI Certificate shall be returned to the Titling Trustee and canceled thereby.

(b) Upon a written direction to the Titling Trustee to revoke and terminate the 20[•]-[•] SUBI by the Holder of the 20[•]-[•] SUBI Certificate, the Titling Trustee shall (i) revoke the 20[•]-[•] SUBI and (ii) promptly, at the expense of the Holder of the 20[•]-[•] SUBI Certificate, either (A) distribute the 20[•]-[•] SUBI Assets to the Holder of the 20[•]-[•] SUBI Certificate or (B) allocate the 20[•]-[•] SUBI Assets to the UTI or to an Other SUBI, as directed by such Holder; provided, however, that the 20[•]-[•] SUBI shall not be subject to such revocation prior to the earlier of (A) the acceleration of the Notes under Section 5.2 of the Indenture following an Indenture Default or (B) payment in full of principal of, and accrued interest on, the Notes.

Section 12.06 Representations and Warranties of Titling Trustee. The Titling 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 20[•]-[•] SUBI Certificate (and beneficial owner of any portion thereof, including the Issuing Entity 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 as defined in the Titling Trust Agreement or such Other SUBI Assets, as the case may be.”

7 (NALT 20[—]-[—] SUBI Supplement)

For so long as the 20[•]-[•] SUBI Certificate remains outstanding, each Supplement shall contain a similar amendment with respect to such Section.

ARTICLE THIRTEEN

20[•]-[•] SUBI PLEDGE

Section 13.01 Registration of the 20[•]-[•] SUBI Pledge. The parties hereto hereby acknowledge the Issuing Entity’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 20[•]-[•] SUBI Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes. The Titling Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the Titling Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the Registered Pledgee of the 20[•]-[•] SUBI Certificate. The Issuing Entity has caused the Titling Trustee to deliver the 20[•]-[•] 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

20[•]-[•] SUBI ACCOUNTS

Section 14.01 20[•]-[•] SUBI Collection Account.

(a) With respect to the 20[•]-[•] SUBI, the Servicer, shall on or prior to the Closing Date establish, in the name of the Indenture Trustee until the Outstanding Amount of the Notes is zero, and thereafter; in the name of the Issuing Entity, the 20[•]-[•] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 20[•]-[•] SUBI Collection Account initially shall be established with the Indenture Trustee. If the 20[•]-[•] SUBI Collection Account shall cease to be an Eligible Account or if the Servicer, in its sole discretion, notifies the Indenture Trustee in writing that the 20[•]-[•] SUBI Collection Account should be moved, then the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause such 20[•]-[•] SUBI Collection Account to be moved to the institution selected by the Servicer as described in Section 4.02(a) of the Titling Trust Agreement. The 20[•]-[•] SUBI Collection Account shall relate solely to the 20[•]-[•] SUBI and the 20[•]-[•] 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 20[•]-[•] 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 Indenture Trustee shall make deposits and withdrawals from the 20[•]-[•] SUBI Collection Account as set forth in the 20[•]-[•] Servicing Supplement.

(c) Any transfer of funds to a Holder of a 20[•]-[•] SUBI Certificate shall be made as directed pursuant to the Basic Documents.

8 (NALT 20[—]-[—] SUBI Supplement)

Section 14.02 20[•]-[•] Reserve Account.

(a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the Issuing Entity, shall on or prior to the Closing Date establish and maintain the Reserve Account (i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero[, and the payment in full of the Swap Termination Payments to the Swap Counterparty under the Interest Rate Swap Agreement(s)] and (ii) thereafter with the Owner Trustee. Deposits to and withdrawals from the Reserve Account shall be made as directed pursuant to the Basic Documents, including Section 8.04(c) of the Indenture, Section 8.03 of the 20[•]-[•] Servicing Supplement and Section 14.03 of this 20[•]-[•] SUBI Supplement.

Section 14.03 Investment of Monies in 20[•]-[•] SUBI Accounts. All amounts held in the 20[•]-[•] 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.

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) Notwithstanding any provision of the Titling Trust Agreement, the Titling Trust Agreement, as supplemented by this 20[•]-[•] SUBI Supplement, to the extent that it relates solely to the 20[•]-[•] SUBI, may be amended in accordance with this Section 15.01.

(b) Any term or provision of this 20[•]-[•] SUBI Supplement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the interests of the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Persons whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Servicer delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obliged to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. [Notwithstanding the foregoing, this 20[•]-[•] SUBI Supplement may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap

9 (NALT 20[—]-[—] SUBI Supplement)

Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

(c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

(d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(e) Prior to the execution of any amendment to this 20[•]-[•] SUBI Supplement, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee [the [Cap Provider][Swap Counterparty]] and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this 20[•]-[•] SUBI Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Trust Certificateholder, the Indenture Trustee [the [Cap Provider][Swap Counterparty]] and the Owner Trustee.

(f) Prior to the execution of any amendment to this 20[•]-[•] SUBI Supplement, the Servicer shall provide an Opinion of Counsel to the Titling 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 Issuing Entity.

(g) None of [            ], as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of [            ], as trustee of NILT Trust and as Trust Agent, and the Indenture Trustee an Officer’s Certificate to that effect, and [            ], as trustee of NILT Trust and as Trust Agent, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

Section 15.02 Governing Law. This 20[•]-[•] 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.

10 (NALT 20[—]-[—] SUBI Supplement)

Section 15.03 Notices. The notice provisions of Section 8.03 of the Titling Trust Agreement shall apply equally to this 20[•]-[•] SUBI Supplement. A copy of each notice or other writing required to be delivered to the Titling Trustee pursuant to the SUBI Trust Agreement also shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or, in the case of mail, email (if an email address is provided) or facsimile notice, when actually received by the intended recipient, addressed to the party to be notified, and sent to (i) the Owner Trustee at [[            ], [•] (telecopier no. [•]), Attention: [•]; (ii) the Servicer at [•] (telecopier no. [•] (email: [•] and [•]), Attention: [•]; (iii) the Trust Agent at [•], Attention: [•] (telecopier no. [•]) (email: [•]); [(iv) if to [•], at [•] (telecopier no. [•]), Attention: [•]; (v) if to [•], to [•] (email: [•]), Attention: [•]; (vi) if to [•], to [•] (telecopier no. [•]), Attention: [•]]; or (vii) at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto; provided, however, any demand, notice or communication to be delivered pursuant to the SUBI Trust Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

Section 15.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this 20[•]-[•] 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 20[•]-[•] 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 20[•]-[•] 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 20[•]-[•] 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 existing obligations of the parties under the Titling Trust Agreement, as the context may require. In the event of any conflict between this 20[•]-[•] SUBI Supplement and the Titling Trust Agreement in respect of the 20[•]-[•] SUBI, the provisions of this 20[•]-[•] SUBI Supplement shall prevail with respect to the 20[•]-[•] SUBI only.

(b) For purposes of determining the obligations of the parties hereto under this 20[•]-[•] SUBI Supplement with respect to the 20[•]-[•] 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 20[•]-[•] SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to the 20[•]-[•] SUBI, (iii) a SUBI Collection Account shall be deemed to refer more specifically to the 20[•]-[•] SUBI Collection Account, (iv) a SUBI Asset shall be deemed to refer more specifically to a 20[•]-[•] SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more specifically to this 20[•]-[•] SUBI Supplement, and (vi) a Servicing Supplement shall be deemed to refer more specifically to the 20[•]-[•] Servicing Supplement.

11 (NALT 20[—]-[—] SUBI Supplement)

Section 15.06 No Petition. Each of the parties hereto and each Holder of a 20[•]-[•] SUBI Certificate, and each Registered Pledgee, by acceptance of a 20[•]-[•] 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 Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , 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 20[•]-[•] SUBI Supplement, the resignation or removal of the Titling 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.

Section 15.07 No Recourse. It is expressly understood and agreed by the parties hereto that with respect to [            ]’s role as trustee of NILT Trust only, and not with respect to its role as Trust Agent (i) this Agreement is executed and delivered by [            ], not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by [            ], but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on [            ], 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 (iv) under no circumstances shall [            ] be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents.

Section 15.08 Information to be Provided by the Delaware Trustee and the Titling Trustee. The Delaware Trustee and the Titling Trustee shall provide the Issuing Entity and the Servicer (each, a “Nissan Party” and collectively the “Nissan Parties”) with (i) notification, as soon as practicable and in any event within ten Business Days, of all demands communicated to a Responsible Officer of the Delaware Trustee or the Titling Trustee, as applicable, for the repurchase or replacement of any Receivable pursuant to Section 8.02 of the 20[•]-[•] Servicing Supplement, and (ii) promptly upon receipt of a written request by a Nissan Party, any other information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Delaware Trustee or the Titling Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

[Signature Pages to Follow]

12 (NALT 20[—]-[—] SUBI Supplement)

IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Titling 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 20[•]-[•] 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:	[                    ], as Trustee
By:
	Name:
	Title:
NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer
By:
	Name:
	Title:
NILT, INC., as Titling Trustee
By:
	Name:
	Title:
[                    ], as Delaware Trustee
By:
	Name:
	Title:

S-1 NALT 20[$]-[$] SUBI Supplement

[                    ], as Trust Agent
By:
	Name:
	Title:

2 (NALT 20[—]-[—] SUBI Supplement)

Receipt of this original counterpart of this 20[•]-[•] SUBI Supplement is hereby acknowledged on this         day of [•], 20[•].

[                    ], as Indenture Trustee
By:
	Name:
	Title:

3 (NALT 20[—]-[—] SUBI Supplement)

EXHIBIT A

FORM OF 20[•]-[•] SUBI CERTIFICATE

THIS 20[•]-[•] SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN

NISSAN—INFINITI LT

20[•]-[•] SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE

evidencing a fractional undivided interest in the 20[•]-[•] SUBI Assets of Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory Trust Act (the “Titling Trust”).

(This Certificate does not represent any interest in the UTI Assets or any Other SUBI Assets of the Issuing Entity or an obligation, of, or interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective Affiliates.)

THIS 20[•]-[•] 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 20[•]-[•] SUBI CERTIFICATE, AGREES THAT THIS 20[•]-[•] SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING (I) 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 OR (II) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.

THIS 20[•]-[•] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF (I) AN “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, (II) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING. IF THIS 20[•]-[•] SUBI CERTIFICATE (OR ANY INTEREST

A-1

HEREIN) IS PURCHASED OR HELD BY A “GOVERNMENTAL PLAN” (WITHIN THE MEANING OF SECTION 3(32) OF ERISA) OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS 20[•]-[•] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A VIOLATION OF, SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE TITLING TRUST BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER VIOLATION OF SIMILAR LAW.

No. R-        

evidencing a 100% interest in all 20[•]-[•] SUBI Assets (as defined below).

This 20[•]-[•] 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 20[•]-[•] SUBI Assets owned by the Titling Trust.

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 otherwise modified from time to time, (the “Titling Trust Agreement”), among NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), Nissan Motor Acceptance Corporation, a California corporation, as servicer (the “Servicer”), [                    ], a Delaware banking corporation], as Delaware trustee (the “Delaware Trustee”), and [                    ], a national banking association, as trust agent (the “Trust Agent”).

This certificate is a duly authorized 20[•]-[•] SUBI Certificate, and is issued under and is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 20[•]-[•] SUBI Supplement thereto, dated as of [•], 20[•] (the “20[•]-[•] 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 [•], 20[•], by and among Nissan Auto Lease Trust 20[•]-[•], as issuer, (the “Issuing Entity”) NILT Trust, as the Grantor and the UTI Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity, as the Servicer and administrative agent, Nissan Auto Leasing LLC II (the “Depositor”), the Titling Trustee, [                    ], as owner trustee and the Delaware Trustee, the Trust Agent and [                    ], as Trust Agent and as indenture trustee ( the “Indenture Trustee”). By acceptance of this 20[•]-[•] 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.

2 (NALT 20[—]-[—] SUBI Supplement)

The assets of the Titling Trust allocated to the 20[•]-[•] SUBI will generally consist of (i) cash capital, (ii) the 20[•]-[•] Leases (iii) the 20[•]-[•] 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 Titling 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 20[•]-[•] SUBI Supplement and represents a 100% beneficial interest in the 20[•]-[•] SUBI Assets.

The UTI and the 20[•]-[•] 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 20[•]-[•] SUBI Supplement may be amended by the parties thereto upon the terms and subject to the conditions set forth in the 20[•]-[•] SUBI Supplement.

The Holder, by acceptance of this 20[•]-[•] 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 Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , any Beneficiary, any 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 Titling 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 Titling Trustee and to all of the Trust Assets other than those from time to time included within the 20[•]-[•] SUBI as 20[•]-[•] SUBI Assets and those proceeds or assets derived from or earned by such 20[•]-[•] 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 Titling Trustee shall keep the certificate register with respect to this 20[•]-[•] SUBI Certificate, and the Holder of this 20[•]-[•] SUBI Certificate shall notify the Titling Trustee of any change of address or instructions on the distribution of funds.

The 20[•]-[•] SUBI may only be terminated under the terms and subject to the conditions set forth in the 20[•]-[•] SUBI Supplement. The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement.

3 (NALT 20[—]-[—] SUBI Supplement)

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 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 20[•]-[•] 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 20[•]-[•] SUBI Certificate shall have been executed by an authorized officer of the Titling Trustee, by manual signature, this 20[•]-[•] SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.

4 (NALT 20[—]-[—] SUBI Supplement)

IN WITNESS WHEREOF, NILT, Inc., as trustee of the Titling Trust and not in its individual capacity, has caused this 20[•]-[•] SUBI Certificate to be duly executed.

Dated:             , [•]

NISSAN-INFINITI LT
By:	NILT, INC.,
	as Titling Trustee

(SEAL)

By:
	Name:
	Title:

ATTEST:

This is the 20[•]-[•] SUBI Certificate referred to in the within-mentioned Supplement.

NILT, INC., as Titling Trustee
By:
	Authorized Officer

5 (NALT 20[—]-[—] SUBI Supplement)

FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto                     the within 20[•]-[•] SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and appointing                     as attorney to transfer said 20[•]-[•] SUBI Certificate on the books of the certificate registrar, with full power of substitution in the premises.

		NISSAN AUTO LEASE TRUST 20[•]-[•]
		By: [                    ] as Owner Trustee
Dated:	By:
	Name:
	Title:

6 (NALT 20[—]-[—] SUBI Supplement)

EX-10.6

Exhibit 10.6

NISSAN-INFINITI LT,

as Titling Trust,

NILT TRUST,

as Grantor and UTI Beneficiary,

and

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,

20[•]-[•] SUBI

SERVICING SUPPLEMENT

Dated as of [•], 20[•]

TABLE OF CONTENTS

		Page
ARTICLE SEVEN			1
Section 7.01	Definitions		1
Section 7.02	Interpretative Provisions		2
ARTICLE EIGHT SERVICING OF THE 20[•]-[•] LEASES AND 20[•]-[•] VEHICLES			2
Section 8.01	Identification of 20[•]-[•] Leases and 20[•]-[•] Vehicles; Securitization Value		2
Section 8.02	Reallocation and Repurchase of 20[•]-[•] Leases and 20[•]-[•] Vehicles; Purchase of Matured Vehicles; Lease Pull-Forwards		2
Section 8.03	Collections and Payment Date Advance Reimbursement		4
Section 8.04	Net Deposits		6
Section 8.05	Servicing Compensation		6
Section 8.06	Advances		7
Section 8.07	Third Party Claims		7
Section 8.08	Contingent and Excess Liability Insurance Policy		7
Section 8.09	Reporting by the Servicer; Delivery of Certain Documentation		8
Section 8.10	Accountants’ Attestation		8
Section 8.11	Servicer’s Assessment Report; Annual Servicer’s Compliance Statement; Officer’s Certificate		8
Section 8.12	Servicer Defaults; Termination of Servicer		9
Section 8.13	Servicer Representations and Warranties		12
Section 8.14	Compliance with Regulation AB		12
Section 8.15	Currency Swap Agreement		12
Section 8.16	Possession of Lease Documents		12
Section 8.17	Option to Purchase the 201[•]-[•] SUBI Certificate		12
Section 9.01	Termination of Servicing Supplement		12
Section 9.02	Governing Law		13
Section 9.03	Amendment		13
Section 9.04	Relationship of this 20[•]-[•] Servicing Supplement to Other Trust Documents		14
Section 9.05	Binding Effect		14
Section 9.06	Table of Contents and Headings		14
Section 9.07	Counterparts		14
Section 9.08	Further Assurances		15
Section 9.09	Third-Party Beneficiaries		15

i

Section 9.10	No Waiver; Cumulative Remedies	15
Section 9.11	No Petition	15
Section 9.12	No Recourse	15

EXHIBIT
Exhibit A – Form of Settlement Statement	18
Exhibit B – Form of Annual ERISA Certification	19
SCHEDULES
Schedule A – Regulation AB Representations, Warranties and Covenants

ii

20[•]-[•] SUBI SERVICING SUPPLEMENT

This 20[•]-[•] SUBI Servicing Supplement, dated as of [•], 20[•] (as amended, supplemented or otherwise modified, this “20[•]-[•] 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 the UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling Trust (the “Titling Trustee”), [                    ], as Delaware trustee (the “Delaware Trustee”), and [                    ], as trust agent (the “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 as amended by the First Amendment to the Servicing Agreement, dated as of January 3, 2001 (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 20[•]-[•] SUBI Supplement to the Titling Trust Agreement, dated as of [•], 20[•] (the “20[•]-[•] 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 “20[•]-[•] 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 20[•]-[•] 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 respective meanings ascribed thereto in the Agreement of Definitions, dated as of [•], 20[•], by and among Nissan Auto Lease Trust 20[•]-[•], as issuer (the “Issuing Entity”), 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”), the Titling Trustee, the Delaware Trustee, [                    ], as owner trustee (in such capacity, the “Owner Trustee”) and [                    ], as Trust Agent and indenture trustee (in such capacity, the “Indenture Trustee”).

Section 7.02 Interpretative Provisions. For all purposes of this 20[•]-[•] Servicing 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 words such as “herein,” “hereof” and the like shall refer to this 20[•]-[•] Servicing Supplement as a whole and not to any particular part, Article or Section within this 20[•]-[•] Servicing Supplement, (iii) references to an Article or Section such as “Article Eight” or “Section 8.01” shall refer to the applicable Article or Section of this 20[•]-[•] Servicing Supplement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this 20[•]-[•] Servicing Supplement, except that references to the SUBI Trust Agreement include only such items as related to the 20[•]-[•] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this 20[•]-[•] Servicing Supplement include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

ARTICLE EIGHT

SERVICING OF THE 20[•]-[•] LEASES AND 20[•]-[•] VEHICLES

Section 8.01 Identification of 20[•]-[•] Leases and 20[•]-[•] Vehicles; Securitization Value. The Servicer hereby identifies as 20[•]-[•] SUBI Assets the Leased Vehicles and the Leases relating to such Leased Vehicles more particularly described in the Schedule of 20[•]-[•] Leases and 20[•]-[•] Vehicles (respectively, the “20[•]-[•] Vehicles” and the “20[•]-[•] Leases”). The Servicer shall calculate the Securitization Value for each 20[•]-[•] Lease as of the Cutoff Date.

Section 8.02 Reallocation and Repurchase of 20[•]-[•] Leases and 20[•]-[•] Vehicles; Purchase of Matured Vehicles; Lease Pull-Forwards.

(a) (i) If the Servicer grants a lease term extension with respect to any 20[•]-[•] Lease that extends the lease term beyond the Note Final Scheduled Payment Date for the Class A-4 Notes, (other than any lease term extension that is in accordance with the Servicer’s Customary Servicing Practices made after a default, breach, delinquency or event permitting acceleration under the terms of the related 20[•]-[•] Lease shall have occurred or, in the judgment of the Servicer, is imminent) , the Servicer shall, on or before the last day of the second Collection Period following the Collection Period in which such extension was granted, (A)

2

deposit or cause to be deposited into the 20[•]-[•] SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct the Titling Trustee to either reallocate such 20[•]-[•] Lease and the related 20[•]-[•] Vehicle from the 20[•]-[•] SUBI to the UTI or cause such 20[•]-[•] Lease and 20[•]-[•] Vehicle to be conveyed to the Servicer; and (ii) if a Lessee changes the domicile of or title to a 20[•]-[•] Vehicle and such change would be likely to result in the Titling Trust doing business in a Restricted Jurisdiction, the Servicer, on or before the last day of the second Collection Period following the Collection Period in which such change in domicile or title occurred, (A) shall deposit or cause to be deposited into the 20[•]-[•] SUBI Collection Account an amount equal to the Repurchase Payment, and (B) either reallocate such 20[•]-[•] Lease and the related 20[•]-[•] Vehicle from the 20[•]-[•] SUBI to the UTI or cause such 20[•]-[•] Lease and 20[•]-[•] 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 20[•]-[•] Lease and 20[•]-[•] Vehicle as of the Vehicle Representation Date. The Servicer also hereby represents and warrants that (i) each 20[•]-[•] Lease is an 20[•]-[•] Eligible Lease, and (ii) it used no adverse selection procedures in selecting any of the 20[•]-[•] Leases or any of the 20[•]-[•] Vehicles for allocation to the 20[•]-[•] SUBI. Upon discovery by the Titling Trustee, the Owner Trustee, the Indenture Trustee or the Depositor of a breach of any representation or warranty in this Section 8.02(b) that materially adversely affects the interest of the Securityholders in the related 20[•]-[•] Lease or 20[•]-[•] Vehicle, the entity discovering such breach shall give prompt written notice to the Servicer. Any such breach will be deemed not to have a material and adverse effect if such breach does ot affect the ability of the Issuing Entity to receive and retain timely payments in full on such 20[•]-[•] Lease or receive and retain the proceeds of such 20[•]-[•] Leased Vehicle. If the Servicer does not cure any such breach that materially adversely affects the interest of the Securityholders in the related 20[•]-[•] Lease or 20[•]-[•] Vehicle in all material respects prior to the end of the Collection Period which includes the 60^th day (or, if the Servicer elects, an earlier date) after the date that the Servicer discovers such breach (whether pursuant to such notice or otherwise), then the Servicer shall (i) deposit (or cause to be deposited) into the 20[•]-[•] SUBI Collection Account an amount equal to the Repurchase Payment on or prior to the Deposit Date following the end of such Collection Period, and (ii) direct the Titling Trustee to either reallocate such 20[•]-[•] Lease and the related 20[•]-[•] Vehicle from the 20[•]-[•] SUBI to the UTI or cause such 20[•]-[•] Lease and 20[•]-[•] Vehicle to be conveyed to the Servicer on the Deposit Date.

(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 20[•]-[•] 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 20[•]-[•] 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 as set forth in Section 8.03(c). Upon receipt of the Reallocation Payments, the 20[•]-[•] SUBI shall have no claim against or interest in such Matured or Defaulted Vehicle.

3

(d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 20[•]-[•] 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 20[•]-[•] 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 20[•]-[•] Lease and the related 20[•]-[•] 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, the Issuing Entity and the Titling Trust from and against any and all loss or liability with respect to or resulting from such 20[•]-[•] Lease or 20[•]-[•] Vehicle (including the reasonable fees and expenses of counsel) except the Servicer shall not be liable for or required to indemnify the Related Beneficiaries, the Issuing Entity and the Titling Trust from and against any and all special, indirect, consequential or punitive losses or liabilities.

(f) If the Servicer permits a Lease Pull-Forward, all Pull-Forward Payments due and payable by the Lessee under the Lease will be paid and deposited in the SUBI Collection Account within the time period required for the Servicer to deposit collections into the SUBI Collection Account; provided that, if the Servicer waives the Pull-Forward Payment (or any portion thereof) payable by the Lessee during any Collection Period, the Servicer will be required to deposit the waived amount of the Pull-Forward Payment into the SUBI Collection Account by the next Deposit Date related to such Collection Period.

Section 8.03 Collections and Payment Date Advance Reimbursement.

(a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 20[•]-[•] 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 20[•]-[•] 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); [and immediately upon receipt, all Net Swap Receipts, [and, to the extent such amounts are required to be included in Available Funds pursuant to Section 2.14 of the Indenture, any Swap Replacement Proceeds received from the Swap Counterparty and any amounts on deposit in the Swap Termination Payment Account][and immediately upon receipt, any Cap Termination Payments received from the Cap Provider under the Interest Rate Cap Agreement to the extent such amounts are required to be included in Available Funds pursuant to Section 2.14 of the Indenture];

(ii) on, or prior to each Deposit Date, deposit into the 20[•]-[•] 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; and

4

(iii) on each Payment Date, pursuant to the related Payment Date Certificate, allocate Available Funds on deposit in the 20[•]-[•] SUBI Collection Account with respect to the related Collection Period and instruct the Indenture Trustee to make, no later than 11:00 a.m., New York City time, or such other time as may be agreed to by the applicable parties, 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 20[•]-[•] 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 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 Swap Counterparty,] the Note Distribution Account, the Reserve Account and Certificate Distribution Account, as applicable, such distributions in the amounts and order of priority as set forth in Sections 8.04(a), 8.04(b) and 10.01 of the Indenture.

(b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall remit into the SUBI Collection Account the amounts provided for in such Section received during a Collection Period, by (subject to Section 8.03(c)) the close of business on the second Business Day after identification.

(c) Notwithstanding Sections 8.02(c) or 8.03(b) hereof, the Servicer shall be permitted to retain the amounts provided for in such subsections received during a Collection Period until the Business Day preceding the Payment Date on which such amounts are required to be disbursed (or such other date as provided in the Public ABS Transaction referred to below), 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 “[•]” by [•] and “[•]” by [•] (in each case, so long as [•] or [•] is a Rating Agency);

(ii) the Servicer obtains a Servicer Letter of Credit or certain other arrangements are made and the Rating Agency Condition is satisfied;

5

(iii) the Servicer otherwise satisfies each Rating Agency’s requirements; or

(iv) if the Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates.

Pending deposit into the 20[•]-[•] 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. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition is satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction.

(d) Notwithstanding Sections 2.07(a) and 2.11(a) of the Basic Servicing Agreement, the Servicer shall use commercially reasonable efforts in accordance with its Customary Servicing Practices 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.

Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this 20[•]-[•] Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted to deposit into the 20[•]-[•] SUBI Collection Account only the net amount distributable to the Issuing Entity, as holder of the 20[•]-[•] SUBI Certificate on the related Deposit Date and may pay the Optional Purchase Price pursuant to Section 9.03 of the Trust Agreement net of amounts to be distributed to the Servicer or its Affiliates. The Servicer shall, however, account to the Issuing Entity, the Titling 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.

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 20[•]-[•] SUBI Assets in the form of (i) interest and earnings on investment of funds in the 20[•]-[•] SUBI Trust Accounts, provided that any losses and investment expenses shall be charged against the funds on deposit in the applicable 20[•]-[•] SUBI Trust Account, and (ii) Administrative Charges to the extent not required for the payment of insurance premiums, taxes, or similar charges allocable to the 20[•]-[•] Leases; provided, however, that the Servicer may in its sole discretion waive any Administrative Charges, in whole or in part, in connection with any delinquent payments due on a Lease.

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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 20[•]-[•] 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 20[•]-[•] 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 Issuing Entity 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 Issuing Entity 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 20[•]-[•] Lease, and shall deposit the Residual Value Surplus, if any, into the 20[•]-[•] SUBI Collection Account. If the Net Auction Proceeds are less than the Securitization Value of the related 20[•]-[•] Lease, the Servicer may deduct the difference from SUBI Collections in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance. If the Servicer has not sold a Matured Vehicle within six calendar months after it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds Advance from the 20[•]-[•] SUBI Collection Account. Within six months of receiving such reimbursement, if the related 20[•]-[•] Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause such 20[•]-[•] Vehicle to be sold at auction and shall remit the proceeds (less Disposition Expenses and Liquidation Expenses) associated with such auction sale to the 20[•]-[•] 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 20[•]-[•] Lease or 20[•]-[•] 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 Depositor (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 that would materially and adversely affect the interests of the Depositor or the Issuing Entity with respect to the 20[•]-[•] 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 Titling Trustee on behalf of the Titling Trust or the Issuing Entity in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of at least $15 million combined single limit each occurrence and in the aggregate, without limit on the number of occurrences in any policy period (which Insurance Policy may be a blanket Insurance Policy

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covering the Servicer and one or more of its Affiliates) and (ii) each Rating Agency receives prior written notice of such termination and any replacement insurance policy. 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. Notwithstanding the foregoing, the Servicer shall only be required to maintain the Contingent and Excess Liability Insurance Policy that is required to be maintained by the Servicer in the most recent Public ABS Transaction; provided, that if no such Contingent and Excess Liability Insurance Policy is required to be maintained in the most recent Public ABS Transaction, then no such Contingent and Excess Liability Insurance Policy shall be required hereunder.

Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation. On the tenth calendar day of each month (or, if the 10^th day is not a Business Day, the next succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each Related Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit A hereto for the immediately preceding Collection Period.

Section 8.10 Accountants’ Attestation. So long as the Depositor is filing the attestation report with respect to the Issuing Entity under the Exchange Act, on or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with [•], 20[•], the Servicer shall cause a firm of independent certified public accountants to furnish an attestation report to the Issuing Entity, Indenture Trustee and each Rating Agency as to the Servicer’s Assessment Report of its compliance with the applicable servicing criteria set forth under Item 1122 of Regulation AB during the Servicer’s preceding fiscal year (or since the date of the issuance of the Notes in the case of the first such statement), which shall be deemed furnished upon filing such report with the Commission. The form of attestation report may be deleted or replaced by any similar form using any standards that are now or in the future in use by servicers of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the Commission.

Section 8.11 Servicer’s Assessment Report; Annual Servicer’s Compliance Statement; Officer’s Certificate.

(a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each of the Rating Agencies, which shall be deemed to be delivered upon filing such report with the Commission, on or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with [•], 20[•], a report assessing the Servicer’s compliance with the servicing criteria set forth in the applicable SEC regulations for asset-backed securities transactions as of and for the period ending the end of each fiscal year of the Issuing Entity (the “Servicer’s Assessment Report”) and such Servicer’s Assessment Report will identify any material instance of noncompliance, so long as the Depositor is filing the Servicer’s Assessment Report with respect to the Issuing Entity under the Exchange Act. The form of Servicer’s Assessment Report may be deleted or replaced by any similar form using any standards that are now or in the future in use by servicers of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the Commission.

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(b) The Servicer shall also deliver to the Owner Trustee, the Indenture Trustee and each of the Rating Agencies, on or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with [•], 20[•], an Officer’s Certificate with respect to the prior fiscal year of the Servicer (or with respect to the initial Officer’s Certificate, the period from the date of the initial issuance of the Notes to [•], 20[•]), stating that (i) a review of the activities of the Servicer during the preceding 12-month (or shorter) period and of its performance under this Servicing Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Servicing Agreement throughout such twelve-month (or shorter) period in all material respects, or, if there has been a failure to fulfill any such obligation, specifying each such failure known to such officer and the nature and status thereof. Copies of such statements, certificates and reports may be obtained by the Noteholders or the Certificateholder by a request in writing addressed to the Indenture Trustee or the Owner Trustee.

(c) On or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with [•], [•], for as long as NMAC continues to act as the Servicer, the Servicer shall deliver an Officer’s Certificate substantially in the form of Exhibit B with respect to the Plans to each Rating Agency, the Owner Trustee and the Indenture Trustee.

(d) The Servicer shall pay the Administrative Agent a monthly payment of compensation in an amount to be agreed to between the Administrative Agent and the Servicer pursuant to Section 1.04 of the Trust Administration Agreement.

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 20[•]-[•] 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, which failure continues for five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, or Noteholders or Trust Certificateholders, as applicable, evidencing at least a Majority Interest in the applicable Securities (which for this purpose includes Trust Certificates held by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; provided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence,

(ii) 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 a Holder of the 20[•]-[•] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such

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failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the related holders evidencing at least a Majority Interest in the applicable Securities or such default becomes known to the Servicer; provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence,

(iii) 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 20[•]-[•] SUBI Certificate or the holders of the Notes, or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Titling Trustee or the related holders evidencing a Majority Interest in the applicable Securities, or such default becomes known to the Servicer; provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or

(iv) (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; or

(v) 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) fails to pay, or 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, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days;

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 20[•]-[•] 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

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Default with respect to the 20[•]-[•] 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 20[•]-[•] SUBI.

(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 20[•]-[•] 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 20[•]-[•] SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related Holders, by notice given to the Servicer, the Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 20[•]-[•] Servicing Supplement in accordance with such Section. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). In the event that the Servicer is removed as servicer with respect to servicing the 20[•]-[•] SUBI Assets, subject to the consent of the Titling 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 Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 20[•]-[•] SUBI Assets, the Titling 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 20[•]-[•] 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 20[•]-[•] SUBI Certificate), 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 Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the Certificate Balance has been reduced to zero.

(d) If the Servicer is removed with respect to servicing the 20[•]-[•] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 20[•]-[•] Servicing Supplement, to the extent of the funds available therefor with respect to all Advances made by the Servicer.

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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.

Section 8.14 Compliance with Regulation AB. The Servicer agrees to perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it.

Section 8.15 Currency Swap Agreement. Pursuant to the Trust Agreement, the Issuing Entity may, from time to time, as directed by the Certificateholders by means of notice to the Administrative Agent, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Trust Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuing Entity enters into the Currency Swap Agreement, the Rating Agency Condition shall have been satisfied, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Trust Certificateholders. Any payments received by the Issuing Entity from the Currency Swap Counterparty under a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Trust Certificateholders on the related Payment Date. In connection with executing any such Currency Swap Agreement, the Issuing Entity, Indenture Trustee, Owner Trustee, Seller and Servicer will enter into an amendment to this Sale and Servicing Agreement, subject to Section 9.03, in a form approved by the Trust Certificateholders, that will specify the creation of any necessary accounts and modifications of any provisions hereof to the extent necessary or appropriate to effectuate the intention of such Currency Swap Agreement.

Section 8.16 Possession of Lease Documents. Notwithstanding anything to the contrary in Section 2.03 of the Basic Servicing Agreement, the Servicer or its designee may hold the Lease Documents at locations in the continental United States. The Servicer will furnish to the Administrative Agent, as soon as practicable after receiving a request therefor, a list of all locations where Lease Documents are kept.

Section 8.17 Option to Purchase the 201[•]-[•] SUBI Certificate. The Servicer shall be a third party beneficiary of its option to purchase, or cause to be purchased, the 201[•]-[•] SUBI Certificate from the Issuing Entity in accordance with Section 9.03 of the Trust Agreement.

ARTICLE NINE

MISCELLANEOUS

Section 9.01 Termination of Servicing Supplement. This 20[•]-[•] Servicing Supplement shall terminate upon the earlier to occur of (i) the termination of the 20[•]-[•] SUBI or (ii) with respect to the Servicer, but not as to the applicable successor Servicer, the resignation or removal of the Servicer with respect to the 20[•]-[•] SUBI in accordance with the terms of the Servicing Agreement. Any such termination hereunder shall effect a termination only with respect to the 20[•]-[•] 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.

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Section 9.02 Governing Law. This 20[•]-[•] 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.

Section 9.03 Amendment.

(a) Notwithstanding any provision of the Basic Servicing Agreement, the Basic Servicing Agreement, as supplemented by this 20[•]-[•] Servicing Supplement, to the extent that it relates solely to the 20[•]-[•] SUBI and the 20[•]-[•] SUBI Assets, may be amended in accordance with this Section 9.03.

(b) Any term or provision of this 20[•]-[•] Servicing Supplement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class or (B) such amendment shall not materially and adversely affect the Noteholders, and (ii) any amendment that materially and adversely affects the Trust Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are adversely affected; provided, further that an opinion of counsel is delivered to the Titling 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 Issuing Entity. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Servicer delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder, the Delaware Trustee or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Titling Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that affects the Titling Trustee’s or the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. [Notwithstanding the foregoing, this 20[•]-[•] SUBI Servicing Supplement may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

(c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such.

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(d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(e) Prior to the execution of any amendment to this 20[•]-[•] SUBI Servicing Supplement, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee[, the [Cap Provider][Swap Counterparty]] and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this 20[•]-[•] SUBI Servicing Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee[, the [Cap Provider][Swap Counterparty]] and the Owner Trustee.

(f) None of [                    ], as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of [                    ], NILT, Inc. and the Indenture Trustee an Officer’s Certificate to that effect, and [                    ], NILT, Inc. and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

Section 9.04 Relationship of this 20[•]-[•] Servicing Supplement to Other Trust Documents. Unless the context otherwise requires, this 20[•]-[•] 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 20[•]-[•] Servicing Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets, the provisions of this 20[•]-[•] Servicing Supplement shall prevail and (ii) the Basic Servicing Agreement, the provisions of this 20[•]-[•] Servicing Supplement shall control.

Section 9.05 Binding Effect. The provisions of this 20[•]-[•] 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 Issuing Entity.

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 20[•]-[•] 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.

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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 20[•]-[•] 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 Issuing Entity, each Holder of the 20[•]-[•] 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 20[•]-[•] Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing Agreement, hereby 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 Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other 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 20[•]-[•] Servicing Supplement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement, the Basic Servicing Agreement or this 20[•]-[•] Servicing Supplement.

Section 9.12 No Recourse.

(a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by [                    ], not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by [                    ], but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on [                    ], 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 (iv) under no circumstances shall [                    ] be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents.

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(b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by NILT, Inc., not individually or personally, but solely as Titling Trustee of Nissan-Infiniti LT, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of Nissan-Infiniti LT, is made and intended not as personal representations, undertakings, and agreements by NILT, Inc., but is made and intended for the purpose of binding only Nissan-Infiniti LT, (iii) nothing herein contained shall be construed as creating any liability on NILT, Inc., 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 (iv) under no circumstances shall NILT, Inc. be personally liable for the payment of any indebtedness or expenses of Nissan-Infiniti LT under this Agreement or any other related documents.

[Signature Pages to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this 20[•]-[•] 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 Titling Trustee
	By:
	Name:
	Title:
NILT TRUST, as Grantor and UTI Beneficiary
By:	[                    ],
	as Trustee
	By:
	Name:
	Title:
NISSAN MOTOR ACCEPTANCE
CORPORATION, as Servicer
	By:
	Name:
	Title:

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EXHIBIT A

FORM OF SETTLEMENT STATEMENT

(See Attached)

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EXHIBIT B

FORM OF ANNUAL ERISA CERTIFICATION

(As required to be delivered on or before June 30 of each

calendar year beginning with [•], 20[•], pursuant to

Section 8.11 of the 20[•]-[•] Servicing Supplement)

NISSAN MOTOR ACCEPTANCE CORPORATION

NISSAN AUTO LEASE TRUST 20[•]-[•]

The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation (“NMAC”), as Servicer, pursuant to the 20[•]-[•] SUBI Servicing Supplement to the Basic Servicing Agreement dated as of [•], 20[•] (as amended and supplemented, or otherwise modified and in effect from time to time, the “20[•]-[•] Servicing Supplement”), by and among NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that:

1. The undersigned is an Authorized Officer of NMAC.

2. As of the end of NMAC’s preceding fiscal year, with respect to Plans:

(a) [Plan assets exceed the present value of accrued benefits][The present value of the accrued benefits exceeds plan assets] under each of the Plans as of the close of the most recent Plan year, as required to be reported in the financial statements for such Plan filed with the most recent Form 5500 for such Plan (the “Most Recent Plan Financial Statements”).

[Select from the following statements]

(b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the value of the assets of any Plan it maintains would not be sufficient to cover any Funding Target; or (ii) is contemplating benefit improvements with respect to any Plan then maintained by any such entity or the establishment of any new Plan, either of which would cause any such entity to maintain a Plan with a Funding Target in excess of plan assets. The term “Funding Target” has the meaning set forth in section 430(d) of the Internal Revenue Code.][Describe any failure of the certifications in clauses (i) and (ii) to be true.]

19

(c) [If all of the Plans (other than a multiemployer Plan) were terminated (disregarding any Plans with surpluses), the unfunded liabilities at such date with respect to such Plans, their participants or beneficiaries, and the Pension Benefit Guaranty Corporation, would not have exceeded [5%] of the consolidated net worth of Nissan Motor Co., Ltd. or [25%] of the consolidated net worth of Nissan North America, Inc. at such date.]

(d) [There are no unpaid minimum required contributions with respect to any Plan as disclosed on the Most Recent Plan Financial Statements.]

(e) [Describe any facts that would cause the statements in clauses (b), (c) or (d) to be incorrect.]

Capitalized terms used but not defined herein are used as defined in the 20[•]-[•] Servicing Supplement, and if not defined therein, as defined in the Agreement of Definitions, dated as of [•], [•], among Nissan Auto Lease Trust 20[•]-[•], NILT Trust, as grantor and UTI beneficiary, Nissan-Infiniti LT, as the titling trust, NMAC, in its individual capacity, as Servicer and as administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as the titling trustee, [                    ], as Delaware trustee and owner trustee, and [                    ], as trust agent and indenture trustee.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this     day of             .

By:

Name:

Title:

20

SCHEDULE A

REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS

PART I

DEFINED TERMS

Section 1.01. As used in this Schedule A, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined); unless otherwise defined herein, terms used in this Schedule A that are defined in the Agreement to which this Schedule A is attached shall have the same meanings herein as in the Agreement:

“Commission”: The United States Securities and Exchange Commission.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as has been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Securities Act”: The Securities Act of 1933, as amended.

PART II

COMPLIANCE WITH REGULATION AB

Section 2.01. Intent of the Parties; Reasonableness.

Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer acknowledges and agrees that the purpose of Part II of this Schedule A is to facilitate compliance by the Issuing Entity and the Servicer with the provisions of Regulation AB and related rules and regulations of the Commission.

Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer acknowledge that their respective obligations hereunder may be supplemented and modified as reasonably necessary to be consistent with any amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, in respect of the requirements of Regulation AB. In addition, each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer shall comply with reasonable requests made by the Issuing Entity for delivery of additional or different information as the Issuing Entity may determine in good faith is necessary to comply with the provisions of Regulation AB, provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably requested.

21

EX-10.7

Exhibit 10.7

NISSAN AUTO LEASING LLC II,

as Depositor,

and

[                    ],

as Owner Trustee

AMENDED AND RESTATED

TRUST AGREEMENT

Dated as of [•], 20[•]

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		4
SECTION 2.08        Title to Issuing Entity Property		4
SECTION 2.09        Situs of Issuing Entity		4
SECTION 2.10        Representations and Warranties of the Depositor		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		9
SECTION 3.06        Persons Deemed Trust Certificateholders		10
SECTION 3.07        Access to List of Trust Certificateholders’ Names and Addresses		10
SECTION 3.08        Maintenance of Office or Agency		10
SECTION 3.09        Appointment of Paying Agent		10
SECTION 3.10        Ownership by the Depositor of Trust Certificates		11
ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS		11
SECTION 4.01        Prior Notice to Trust Certificateholders With Respect to Certain Matters		11

i (NALT 20[•]-[•] Amended and Restated Trust Agreement)

TABLE OF CONTENTS

(continued)

	Page
SECTION 4.02        Action by Trust Certificateholders With Respect to Certain Matters		12
SECTION 4.03        Action by Owner Trustee With Respect to Bankruptcy		12
SECTION 4.04        Restrictions on Trust Certificateholders’ Power		12
SECTION 4.05        Majority Control		12
ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		13
SECTION 5.01        Establishment of Certificate Distribution Account and Reserve Account		13
SECTION 5.02        Application of Issuing Entity Funds		14
SECTION 5.03        Method of Payment		16
SECTION 5.04        Duties of Depositor on Behalf of Issuing Entity		16
ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE		16
SECTION 6.01        General Authority		16
SECTION 6.02        General Duties		17
SECTION 6.03        Action Upon Instruction		17
SECTION 6.04        No Duties Except as Specified		18
SECTION 6.05        No Action Unless Specifically Authorized		19
SECTION 6.06        Restrictions		19
SECTION 6.07        Information to be Provided by the Owner Trustee		19
ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE		19
SECTION 7.01        Acceptance of Trusts and Duties		19
SECTION 7.02        Furnishing of Documents		21
SECTION 7.03        Representations and Warranties		21
SECTION 7.04        Reliance; Advice of Counsel		22
SECTION 7.05        Not Acting in Individual Capacity		22
SECTION 7.06        Owner Trustee Not Liable for Trust Certificates		22
SECTION 7.07        Owner Trustee May Own Trust Certificates and Notes		23
ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE		23
SECTION 8.01        Owner Trustee’s Compensation and Indemnification		23
ARTICLE NINE TERMINATION OF TRUST AGREEMENT		24
SECTION 9.01        Termination of Trust Agreement		24

ii (NALT 20[•]-[•] Amended and Restated Trust Agreement)

TABLE OF CONTENTS

(continued)

	Page
SECTION 9.02        [Reserved]		25
SECTION 9.03        Purchase of the 20[•]-[•] SUBI Certificate; Repayment of the Trust Certificates		25
ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		26
SECTION 10.01      Eligibility Requirements for Owner Trustee		26
SECTION 10.02      Resignation or Removal of Owner Trustee		26
SECTION 10.03      Successor Owner Trustee		27
SECTION 10.04      Merger or Consolidation of Owner Trustee		27
SECTION 10.05      Appointment of Co-Trustee or Separate Trustee		28
ARTICLE ELEVEN TAX MATTERS		29
SECTION 11.01      Tax and Accounting Characterization		29
SECTION 11.02      Signature on Returns; Tax Matters Partner		29
SECTION 11.03      Tax Reporting		30
ARTICLE TWELVE MISCELLANEOUS		30
SECTION 12.01      Supplements and Amendments		30
SECTION 12.02      No Legal Title to Owner Trust Estate		31
SECTION 12.03      Limitations on Rights of Others		32
SECTION 12.04      Notices		32
SECTION 12.05      Severability		32
SECTION 12.06      Counterparts		32
SECTION 12.07      Successors and Assigns		33
SECTION 12.08      No Petition		33
SECTION 12.09      No Recourse		33
SECTION 12.10      Headings		33
SECTION 12.11      GOVERNING LAW		33
SECTION 12.12      Trust Certificates Nonassessable and Fully Paid		33
SECTION 12.13      Furnishing of Basic Documents		34

iii (NALT 20[•]-[•] Amended and Restated Trust Agreement)

EXHIBITS

Exhibit A – Form of Trust Certificate	A-1
Exhibit B – Form of Transferee Representation Letter	B-1

iv (NALT 20[•]-[•] Amended and Restated Trust Agreement)

AMENDED AND RESTATED TRUST AGREEMENT

This Amended and Restated Trust Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 20[•], is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and [            ], as trustee (the “Owner Trustee”).

WHEREAS, the parties hereto entered into a trust agreement, dated as of [•], 20[•] (the “Initial Trust Agreement”) pursuant to which the Nissan Auto Lease Trust 20[•]-[•] (the “Issuing Entity”) 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 of [•]% Asset Backed Class A-2 Notes, $[•] aggregate principal amount of [•]% Asset Backed Class A-3 Notes and $[•] aggregate principal amount of [•]% Asset Backed Class A-4 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 respective meanings ascribed thereto in the Agreement of Definitions, dated as of [•] , 20[•], by and among the Issuing Entity, 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”), [            ], as Owner Trustee and Delaware trustee (in such capacity, the “Delaware Trustee”) and [            ], 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 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) 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, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns,

(NALT 20[•]-[•] Amended and Restated Trust Agreement)

(viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 20[•]-[•] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

ARTICLE TWO

ORGANIZATION

SECTION 2.01 Name and Status. The trust created hereby shall be known as “Nissan Auto Lease Trust 20[•]-[•],” in which name the Issuing Entity 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 Issuing Entity 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 Issuing Entity 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 Depositor.

SECTION 2.03 Purposes and Powers.

(a) The purpose of the Issuing Entity is, and the Issuing Entity shall have the power and authority and is authorized, to engage in the following activities:

(i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement;

(ii) to acquire the 20[•]-[•] SUBI Certificate from the Depositor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Certificate to the Depositor;

(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 Issuing Entity pursuant to, the Indenture;

2 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

(v) to enter into and perform its obligations under the Basic Documents to which the Issuing Entity is a party;

(vi) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));]

(vii) 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, including, without limitation, any Currency Swap as provided in Section 8.16 of the 20[•]-[•] Servicing Supplement; and

(viii) 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 Swap Counterparty,] the Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any.

(b) The Issuing Entity 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 Depositor hereby appoints the Owner Trustee as trustee of the Issuing Entity 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 Issuing Entity, solely by reason of it being a Trust Certificateholder.

SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The Owner Trustee hereby acknowledges receipt from the Depositor in connection with the Initial Trust Agreement of the sum of $1.00, which constituted the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Depositor shall pay organizational expenses of the Issuing Entity 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.

3 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to Section 8.16 of the 20[•]-[•] Servicing Supplement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, 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 “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Issuing Entity under the Basic Documents. Consistent with Section 11.01, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Issuing Entity 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 to the extent not inconsistent herewith, under the Statutory Trust Statute for the purpose and to the extent necessary to accomplish the purpose of the Issuing Entity as set forth in Sections 2.03(a) and 2.03(b). At the direction of the Depositor, 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 Issuing Entity Property. Legal title to the Owner Trust Estate shall be vested at all times in the Issuing Entity as a separate legal entity.

SECTION 2.09 Situs of Issuing Entity. The Issuing Entity shall be located and administered in the state of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Issuing Entity shall be located in the states of California, Delaware or New York. The Issuing Entity 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.

SECTION 2.10 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee as of the Closing Date that:

(a) Organization and Good Standing. The Depositor 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 Depositor 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 Depositor.

(c) Power and Authority. The Depositor 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 Depositor by all necessary action.

4 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

(d) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Depositor, 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.

(e) No Violation. The execution, delivery, and performance by the Depositor of this Agreement, 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 Depositor, (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 Depositor is a party or by which it may be bound or any of its properties are subject, (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), (D) violate any law or, to the knowledge of the Depositor, 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 Depositor or any of its properties; except, in the case of clauses (B), (C), (D) and (E) of this Section 2.10(e), to the extent it would not reasonably be likely to have a Material Adverse Effect on the Depositor.

(f) No Proceedings. There are no proceedings in which the Depositor has been served or, to the knowledge of the Depositor, proceedings or investigations that are pending or threatened, in each case against the Depositor, 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 any other Basic Document or (C) seeking any determination or ruling that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under this Agreement.

(g) Independent Manager. Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor 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 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.

5 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

ARTICLE THREE

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.01 Initial Ownership. Upon the formation of the Issuing Entity by the contribution by the Depositor pursuant to Section 2.06 and until the issuance of the Trust Certificates, the Depositor shall be sole beneficiary of the Issuing Entity.

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 $250,000. Except for the issuance of the Trust Certificate to the Depositor, 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.

(b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity 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 Issuing Entity, 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 20[•]-[•] SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity 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 Depositor, in authorized denominations, evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this 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. [                ] 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.

6 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

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. [                ] is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. 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 Depositor, 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 Depositor and the Certificate Registrar the following:

(i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) 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, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code.

(ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity 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 percentage as the Depositor 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.

7 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

(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 $250,000, (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; 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 Issuing Entity that the Issuing Entity 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.

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 Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to United States Federal income taxation, regardless of its source, (d) a trust, if 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 (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d).

(c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity 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:

(d) 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, 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 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.

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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-9 or such other form as may be reasonably required to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax 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 Depositor as to such retention or destruction.

(e) The provisions of this Section generally are intended, among other things, to prevent the Issuing Entity 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 Depositor 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 Issuing Entity 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 Issuing Entity, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

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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 Depositor 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 Depositor 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 Depositor, 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 Issuing Entity is a party may be served. The Owner Trustee initially designates [                , c/o Computershare Trust Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005], as the office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor 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 [                ]. 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 Depositor and acceptable to the Owner Trustee shall also be a

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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 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 Depositor of Trust Certificates. The Depositor shall receive on the Closing Date in accordance with Section 3.02 beneficial and record ownership of Trust Certificates representing 100% of the Certificate Balance. Notwithstanding any other provision of this Agreement to the contrary, the Depositor may not transfer any Trust Certificate prior to payment in full of the Notes unless the Rating Agency Condition has been satisfied with respect to such transfer.

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 (i) the Owner Trustee has notified the Trust Certificateholders in writing of the proposed action (or such shorter period as shall be agreed to in writing by all Trust Certificateholders) at least 30 days before the taking of such action and (ii) the Owner Trustee has not received written notification from Trust Certificateholders representing at least 25% of the Certificate Balance 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 Issuing Entity or the settlement or compromise of any action, claim or lawsuit involving the Issuing Entity (other than an action brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 20[•]-[•] SUBI Certificate to collect amounts owed under a 20[•]-[•] Lease or 20[•]-[•] Vehicle);

(b) the amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

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(c) the amendment of the Indenture in circumstances where the consent of the Trust Certificateholder [or the [Swap Counterparty[ [Cap Provider]] is required and such consent has not been granted;

(d) the amendment of any Basic Document other than pursuant to, and in accordance with, the amendment provision set forth in such Basic Document; or

(e) the appointment a successor Owner Trustee or successor Indenture Trustee.

SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters.

(a) Except as set forth in Section 4.02(b) and subject to the provisions and limitations of Section 4.04, to the extent the Issuing Entity is deemed to be the Holder of the 20[•]-[•] SUBI Certificate pursuant to the SUBI Trust Agreement, the Issuing Entity shall take such actions as directed in writing by Trust Certificateholders holding Trust Certificates evidencing an interest of at least 50% of the outstanding Certificate Balance.

(b) The Owner Trustee shall not have the power, except upon the direction of the Trust Certificateholders, to (a) remove the Administrative Agent pursuant to Section 1.09 of the Trust Administration Agreement, (b) appoint a successor Administrative Agent pursuant to Section 1.09 of the Trust Administration Agreement, (c) remove the Servicer pursuant to Section 8.12(c) of the 20[•]-[•] Servicing Supplement or (d) except as expressly provided in the Basic Documents, sell the 20[•]-[•] SUBI Certificate after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of 100% of the Trust Certificateholders.

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 Issuing Entity without the unanimous prior approval of all Trust Certificateholders (including the board of managers of the Depositor (including the Independent Managers, as such term is defined in the Depositor’s limited liability company agreement) and the delivery to the Owner Trustee of a written certification by each Trust Certificateholder that such Trust Certificateholder reasonably believes that the Issuing Entity 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 such action or inaction would be contrary to any obligation of the Issuing Entity or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuing Entity 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 Trust Certificates at the time of delivery of such notice.

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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 Depositor, an Eligible Account with and in the name of the Owner Trustee which shall be designated the “Certificate Distribution Account.” The Owner Trustee and the Depositor hereby authorize and direct [            ] to establish the Certificate Distribution Account for the benefit of the Owner Trustee. 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 or if the majority of Trust Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Certificate Distribution Account should be moved, then the Owner Trustee (or the Depositor 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 the Rating Agency Condition is satisfied), establish a new Certificate Distribution Account as an Eligible Account at a depository institution or trust company selected by a majority of the Trust Certificateholders and shall transfer any cash or investments to such new Certificate Distribution Account.

(b) The Servicer, on behalf of the Issuing Entity, shall establish and maintain an Eligible Account (initially at [                ]) 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 the Swap Counterparty], and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders [and the Swap Counterparty].

The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount of Notes has been reduced to zero, [and the payment in full of all amounts due to the Swap Counterparty under the Interest Rate Swap Agreement(s),] and thereafter under the sole dominion and control of the Issuing Entity. On the Closing Date, the Depositor will use the net proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the Issuing Entity, which the Issuing Entity 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.

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(c) The Issuing Entity 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, any UCC financing statements) as may be determined to be reasonably necessary by the Administrative Agent on behalf of the Issuing Entity, 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 Issuing Entity (or Administrative Agent on behalf of the Issuing Entity) 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 Issuing Entity and the Owner Trustee of each such filing): (A) any change in the Depositor’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 Issuing Entity Funds.

(a) On each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent) shall distribute, to the extent of funds available, the amount on deposit in the Certificate Distribution Account (after giving effect to all deposits to the Certificate Distribution Account on such date), (i) first, if all Classes of Notes have been paid in full [and all payments due to the Swap Counterparty have been made], 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 until the Certificate Balance is zero and (ii) second, any remaining amounts to the Trust Certificateholders.

(b) On or after the date on which the Outstanding Amount of the Notes has been reduced to zero, pursuant to the Indenture, 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 Paying Agent in the order and priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee and the Paying Agent shall comply with Sections 8.04(d) and 8.05(a) of the Indenture.

On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Trust Certificateholder, as beneficial owner of the Issuing Entity, without recourse, representation or warranty (except as set forth in Section 7.03), all of the Issuing Entity’s right, title, and interest in, to and under the Reserve Account Property and all other remaining assets of the Issuing Entity.

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(c) If requested by the Trust Certificateholder, for any Payment Date, the Owner Trustee shall send to each Trust Certificateholder a copy of the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture.

(d) If any withholding tax is imposed on the Issuing Entity’s payment (or, if the Issuing Entity 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 Issuing Entity (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 Issuing Entity 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.

(f) The Issuing Entity may, from time to time, at its option, and as directed by the Trust Certificateholders pursuant to Section 4.02 of this Agreement and as provided in Section 8.16 of the 20[•]-[•] Servicing Supplement, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Trust Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuing Entity enters into the Currency Swap Agreement, the Rating Agency Condition shall have been satisfied, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Trust Certificateholders. If the Trust Certificateholders notify the Administrative Agent of the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity. Any payments received by the Issuing Entity from the Currency Swap Counterparty under a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Trust Certificateholders on the related Payment Date.

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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 delivered pursuant to Section 9.01(c).

SECTION 5.04 Duties of Depositor on Behalf of Issuing Entity. On behalf of the Issuing Entity, the Depositor shall prepare or cause the Servicer to prepare and, after execution by the Issuing Entity, file with the Commission and any applicable state agencies all documents required to be filed by the Issuing Entity on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and transmit such summaries to the Noteholders, pursuant to Section 7.03 of the Indenture [and the [Swap Counterparty] [Cap Provider] pursuant to the Interest Rate [Cap] [Swap] Agreements].

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.01 General Authority. The Owner Trustee shall administer the Issuing Entity 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 Issuing Entity the Basic Documents to which the Issuing Entity 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 Issuing Entity is to be a party, in each case in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof and the Depositor’s execution of this Agreement, and on behalf of the Issuing Entity, to direct the Indenture Trustee to authenticate and deliver Class A-1a Notes in the aggregate principal amount of $[•]], [Class A-1b Notes in the aggregate principal amount of $[•]], [Class A-2a Notes in the aggregate principal amount of $[•]], [Class A-2b Notes in the aggregate principal amount of $[•]], [Class A-3a Notes in the aggregate principal amount of $[•]], [Class A-3b Notes in the aggregate principal amount of $[•]], [Class A-4a Notes in the aggregate principal amount of $[•]] and [Class A-4b Notes in the aggregate principal amount of $[•]]. In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Issuing Entity pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Issuing Entity 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.

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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 Issuing Entity is a party and to administer the Issuing Entity 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 Issuing Entity or the Owner Trustee hereunder or under any other 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 Depositor may by written instruction direct the Owner Trustee in the administration of the Issuing Entity 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 (unless provided adequate indemnity) 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 Issuing Entity.

(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.

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(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 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 Depositor 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 Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the 20[•]-[•] SUBI Supplement, (ii) the Depositor under this Agreement, the Servicing Agreement, the Indenture or the SUBI Certificate Transfer 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 Issuing Entity 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 Issuing Entity 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.

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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 Issuing Entity 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 20[•]-[•] 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 Issuing Entity 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 tax purposes or (c) cause the Issuing Entity, the Depositor 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 Depositor shall not direct the Owner Trustee to take action that would violate the provisions of this Section. Notwithstanding anything herein to the contrary, the Depositor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates.

SECTION 6.07 Information to be Provided by the Owner Trustee. The Owner Trustee shall provide the Issuing Entity and the Servicer (each, a “Nissan Party” and collectively the “Nissan Parties”) with (i) notification, as soon as practicable and in any event within ten Business Days, of all demands communicated to a Responsible Officer of the Owner Trustee for the repurchase or replacement of any Receivable pursuant to Section 8.02 of the 20[•]-[•] Servicing Supplement, and (ii) promptly upon the receipt of a written request by a Nissan Party, any other information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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 Issuing Entity or the Owner Trustee is a party. The

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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 Depositor, 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 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 Depositor 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 Issuing Entity 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 Depositor, the Indenture Trustee [or the [Swap Counterparty] [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 Issuing Entity or the Depositor 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, the Indenture Trustee under the Indenture [or the [Swap Counterparty] [Cap Provider] under the Interest Rate [Cap] [Swap] Agreements]; 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

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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 Depositor 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.

(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 and each other Basic Document to which it is a party , nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof 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.

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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 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, [                ] 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 Depositor, 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

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or its ability to generate the payments to be distributed to Trust Certificateholders under this Agreement, the Noteholders under the Indenture [or the Swap Counterparty under the Interest Rate Swap Agreement(s)], the validity of the transfer of the 20[•]-[•] SUBI Certificate, or for the compliance by the Depositor, 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 Depositor, 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.

(a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Administrative Agent 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 Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any income or similar taxes on any fees payable to any Indemnified Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, 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 Administrative Agent, which approval shall not be unreasonably withheld. Any amounts due and owing to the Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the reimbursement of any payments made by the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and

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outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent shall reimburse the Issuing Entity in full for such payments.

(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 made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Depositor, 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 Depositor 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 Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the earlier of (i) the final distribution by the Owner Trustee or the Paying Agent of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement and (ii) the election by the Servicer to purchase the 20[•]-[•] SUBI Certificate pursuant to Section 9.03 and the payment or distribution to all securityholders of all amounts required to be paid to them under the Indenture and this Agreement. The Administrative Agent shall notify the Owner Trustee upon the occurrence of either of the events described in clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder shall not (x) operate to terminate this Agreement or the Issuing Entity, (y) 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 Issuing Entity or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Issuing Entity.

(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, if any Trust Certificates are then held by anyone other than the Depositor or its Affiliates, 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

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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 Depositor. Upon presentation and surrender of the Trust Certificates (or, in the case of any Trust Certificates held by Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.

(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 Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the Administrative Agent.

(e) Upon the winding up of the Issuing Entity 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 20[•]-[•] SUBI Certificate; Repayment of the Trust Certificates. The Servicer shall be permitted at its option to purchase, or cause to be purchased, the 20[•]-[•] SUBI Certificate from the Issuing Entity 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 the holders of 100% of the outstanding Trust Certificates consent thereto (the exercise of such option is referred to as an “Optional Purchase”). The purchase price (the “Optional Purchase Price”) shall be equal to the greater of (i) the fair market value of the 20[•]-[•] SUBI Assets (which, with the consent of the Servicer and 100% of the Trust Certificateholders, may be deemed to be the aggregate Securitization Value of the 20[•]-[•] SUBI Assets) and (ii) the sum of (A) the Redemption Price, (B) unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, and (C) 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, in each case, after giving effect to any distributions of Available Funds required to be made on such Payment Date pursuant to Section 8.04 of the Indenture. If the Servicer exercises the Optional Purchase, the Servicer will deposit, subject to Section 8.04 of the Servicing Agreement, the Optional Purchase Price into the 20[•]-[•] SUBI Collection Account on the Deposit Date relating to the related Payment Date. The Servicer shall be a third party beneficiary of this Section 9.03.

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ARTICLE TEN

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i) at all times be an entity having a combined capital and surplus of at least $50,000,000, (ii) be subject to supervision or examination by federal or state authorities, and (iii) be an entity authorized to exercise trust powers in the State of Delaware. If such entity 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 entity 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 (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, [                ] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [                ], 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 Depositor 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 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, 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,

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then the Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Owner Trustee shall be removed pursuant to the preceding sentence, the Depositor 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.

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 Depositor, 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. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee.

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 Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor 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 Depositor.

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 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

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shall mail notice of such merger, conversion, or consolidation to the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), 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 Depositor 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 Issuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Depositor and the Owner Trustee may consider necessary or desirable. If the Depositor 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 Owner 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 Depositor 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

28 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

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 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 Depositor.

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, for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuing Entity will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity are held by one person for federal income tax purposes, and will be treated as a partnership, and the Trust Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuing Entity are held by more than one person for federal income tax purposes. For any such period during which the beneficial ownership interests in the Issuing Entity are held by more than one person for federal income tax purposes, each Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust Certificates as partnership interests in the Issuing Entity for such tax purposes.

The Depositor 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 each Trust Certificateholder to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.

SECTION 11.02 Signature on Returns; Tax Matters Partner.

(a) If the Issuing Entity 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 Depositor or such other Person as shall be required by law to sign such returns of the Issuing Entity.

(b) By acceptance of its beneficial interest in a Trust Certificate, each Trust Certificateholder agrees that in the event that the Issuing Entity is classified as a partnership for federal income tax purposes, the Depositor shall be the “tax matters partner” of the Issuing Entity pursuant to the Code. The Depositor hereby agrees not to make any tax election or otherwise take any actions in its capacity as tax matters partner that would cause the Issuing Entity to be treated as a corporation or an association taxable as a corporation for tax purposes.

29 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate tax authorities, the Issuing Entity 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.

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01 Supplements and Amendments.

(a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the Noteholders and (ii) any amendment that materially and adversely affects the interests of the Trust Certificateholders, the Servicer or the Indenture Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected, provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the 20[•]-[•] SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment will not materially and adversely affect the Noteholders. The consent of the Servicer and each Trust Certificateholder shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

(b) [Notwithstanding the foregoing, this Agreement may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

30 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

(i) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such mater before giving effect to such amendment.

(c) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee[, the [Swap Counterparty[ [Cap Provider]] and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholders, the Indenture Trustee[, the [Swap Counterparty[ [Cap Provider]] and the Owner Trustee.

(d) 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, to approve any trust purpose with respect to the Issuing Entity in addition to the purpose authorized pursuant to Section 2.03(a), upon not less than 90 days notice from the Depositor 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 Issuing Entity, the Depositor, 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 or supplement shall not affect the treatment of any outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the 20[•]-[•] SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

(e) Prior to the execution of any amendment to this Agreement, 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 that all conditions precedent 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.

(f) The Owner Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of the Owner Trustee an Officer’s Certificate to that effect, and the Owner Trustee may conclusively rely upon the Officer’ Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust Certificateholders shall not 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.

31 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

SECTION 12.03 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Trust Certificateholders, the Administrative Agent, the Servicer, the Indenture Trustee[, the [Swap Counterparty[ [Cap Provider]] 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.

SECTION 12.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered, sent electronically by email (if an email address is provided) or telecopier or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed in each case as follows: (i) if to the Owner Trustee, at [•], telecopier no. [•] [Attention: [•]], (ii) if to the Depositor, at [•] (telecopier no. [•]) (email: [•] or [•]), Attention: [•], [(iii) if to [•], at [•] (telecopier no. [•]), Attention: [•]; (iv) if to [•], to [•] (email: [•]), Attention: [•]; (v) if to [•], to [•] (telecopier no. [•]), Attention: [•]]; 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 when delivered by hand or, in the case of mail, email or facsimile notice, upon actual 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. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual 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; provided, however, any demand, notice or communication to be delivered pursuant to this Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

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.

32 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

SECTION 12.07 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, 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 Depositor or such Trust Certificateholder.

SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the Depositor and each Trust Certificateholder by accepting a Trust Certificate, covenant and agree 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, they will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other 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.

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 Depositor, 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 Issuing Entity. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Issuing Entity 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.

33 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

SECTION 12.13 Furnishing of Basic Documents. The Depositor 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.

[Signature Page to Follow]

34 (NALT 20[•]-[•] 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 Depositor
By:
	Name:
	Title:
[                ], as Owner Trustee
By:
	Name:
	Title:

35 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

Each of the Servicer and the Administrative Agent agrees to undertake to perform each of its duties as Servicer, including its obligations under Section 8.01, as are specifically set forth in this Agreement.

Accepted and Agreed:

NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer

By:
	Name:
	Title:

NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent

By:
	Name:
	Title:

36 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

EXHIBIT A

FORM OF TRUST CERTIFICATE

TRUST CERTIFICATE

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS NON-TRANSFERABLE OTHER THAN AS SET FORTH HEREIN AND IN THE TRUST AGREEMENT (AS DEFINED BELOW).

THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, 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.

EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT ACQUIRING OR HOLDING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF AN “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 THE TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING AND, IF THE PURCHASER OR TRANSFEREE IS A “GOVERNMENTAL PLAN” (AS DEFINED IN SECTION 3(32) OF ERISA) OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE (OR INTEREST THEREIN) WILL NOT RESULT IN A VIOLATION OF SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE ISSUING ENTITY BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER SIMILAR LAW.

A-1 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

NISSAN AUTO LEASE TRUST 20[•]-[•]

ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the Issuing Entity, as defined below, the property of which includes, among other things, the 20[•]-[•] SUBI Certificate, evidencing a 100% beneficial interest in the 20[•]-[•] SUBI. The property of the Issuing Entity 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 Depositor, 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 20[•]-[•] (the “Issuing Entity”) formed by Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”).

The Issuing Entity was created pursuant to a trust agreement, as amended and restated as of [•], 20[•] (the “Trust Agreement”), between the Depositor and [                ], 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 [•], 20[•] (the “Indenture”), between the Issuing Entity and [            ], as trustee (the “Indenture Trustee”), are the [the [•]% Asset Backed Notes, Class A-1a], [the [•]% Asset Backed Notes, Class A-1b], [the [•]% Asset Backed Notes, Class A-2a], [the [•]% Asset Backed Notes, Class A-2b], [the [•]% Asset Backed Notes, Class A-3a], [the [•]% Asset Backed Notes, Class A-3b], [the [•]% Asset Backed Notes, Class A-4a], [and the [•]% Asset Backed Notes, Class A-4b]. 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 Issuing Entity primarily includes, among other things, (i) the 20[•]-[•] SUBI Certificate, evidencing a 100% beneficial interest in the 20[•]-[•] SUBI, and (ii) all proceeds of the foregoing. The rights of the Issuing Entity in the foregoing property have been pledged by the Issuing Entity to the Indenture Trustee to secure the payment of the Notes.

The Trust Certificates represent obligations of the Issuing Entity only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiary or any of their respective Affiliates.

A-2 (NALT 20[•]-[•] 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 [•], 20[•] (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 [and the Swap Counterparty] as described in the Indenture.

It is the intent of the Depositor and Trust Certificateholders that for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuing Entity will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity are held by one person, and will be treated as a partnership, and the Trust Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuing Entity are held by more than one person. Each Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent with the foregoing intention, except as may otherwise be required by applicable law.

Each Trust Certificateholder by accepting a Trust 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 NMAC, the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , 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.

Distributions on this Trust Certificate will be made as provided in the Trust Agreement 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. 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 (5) Business Days prior to the Record Date. 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 specified in the notice of final payment to the Trust Certificateholders.

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-3 (NALT 20[•]-[•] 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-4 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuing Entity and not in its individual capacity, has caused this Trust Certificate to be duly executed.

Dated:                     , 20[•]	NISSAN AUTO LEASE TRUST 20[•]-[•]
	By:	[                    ], 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.

[                    ], as Owner Trustee	or [                    ], as Owner Trustee
By:	By:
	Authenticating Agent
	By:

A-5 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

[Reverse of Trust Certificate]

The Trust Certificates do not represent an obligation of or an interest in the Depositor, 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 Issuing Entity, all as more specifically set forth in the Indenture. The Depositor 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 Issuing Entity.

The Trust Agreement may be amended by the parties thereto, without the consent of any other Person in the manner set forth in Section 12.01 of the Trust Agreement.

As provided in the Trust Agreement, if and to the extent transfers are permitted and if the Depositor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance with the terms set forth therein, which opinion the Depositor 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, 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 Issuing Entity will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is [                ].

The Trust Certificates are issuable only as registered Trust Certificates without coupons in minimum denominations of $250,000. 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, any Paying Agent and any of their respective agents 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, any Paying Agent and any of their respective agents 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.

A-6 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

Any prospective transferee of a Trust Certificate will be required to deliver a letter to the Depositor 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. 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 Investor. 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 Investor and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan Investor. If the holder hereof is a governmental plan, foreign plan or any other plan that is subject to Similar Law, it shall be deemed to have represented and warranted that its acquisition, holding and disposition of this Trust Certificate or an interest therein will not result in a non-exempt prohibited transaction under, or a violation of, Similar Law.

A-7 (NALT 20[•]-[•] 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-8 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

EXHIBIT B

FORM OF TRANSFEREE REPRESENTATION LETTER

                    ,             

Nissan Auto Leasing LLC II

One Nissan Way

Franklin, Tennessee 37067

[                                         ],

as Owner Trustee and Certificate Registrar

[                                         ]

Ladies and Gentlemen:

Attention: Corporate Trust Services — Nissan Auto Lease Trust 20[•]-[•]

Re: Transfer of Nissan Auto Lease Trust 20[•]-[•]Certificates,

(the “Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section [3.04] of the Trust Agreement, dated as of [                ], 20[•] (the “Trust Agreement”), between Nissan Auto Leasing LLC II, as Depositor, and [                ], as Owner Trustee (the “Owner Trustee”), in connection with the transfer by                 (the “Seller”) to the undersigned (the “Purchaser”) of $                balance of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement.

In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows:

¨ I am not a Non-U.S. Person as defined in the Trust Agreement;

¨ I am not the Depositor and I received beneficial and record ownership of Certificates representing less than 100% of the Certificate Balance, and the transfer restrictions set forth in [Section 3.10] of the Trust Agreement do not apply to this transfer of Certificates; and

¨ I am not (i) an “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, (ii) a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, or (iii) an entity deemed to hold the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing.

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¨ If I am a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), my acquisition, holding and disposition of this Certificate (or interest therein) will not result in a non-exempt prohibited transaction under, or a violation of, Similar Law and will not result in the assets of the Issuing Entity being considered plan assets of such plan under Similar Law.

¨ The Purchaser 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 traded or readily available on or through (A) 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, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code.

¨ The Purchaser either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity 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 percentage as the Depositor 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.

¨ The Purchaser 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 $250,000, and (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B to the Trust Agreement, as applicable; 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.

¨ The Purchaser understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in the three preceding paragraphs.

Signature appears on next page

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IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on the             day of             .

Very truly yours,

                                                                                  ,

The Purchaser

By:

Name:

B-3 (NALT 20[•]-[•] Amended and Restated Trust Agreement)

EX-10.9

Exhibit 10.9

NISSAN AUTO LEASE TRUST 20[•]-[•],

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Administrative Agent,

NISSAN AUTO LEASING LLC II,

as Depositor,

and

[            ],

as Indenture Trustee

TRUST ADMINISTRATION AGREEMENT

Dated as of [•], 20[•]

TABLE OF CONTENTS

		Page
Section 1.01	Capitalized Terms; Interpretive Provisions		1
Section 1.02	Duties of the Administrative Agent		2
Section 1.03	Records		7
Section 1.04	Compensation		7
Section 1.05	Additional Information to be Furnished to the Issuing Entity		7
Section 1.06	Independence of the Administrative Agent		7
Section 1.07	No Joint Venture		7
Section 1.08	Other Activities of Administrative Agent		7
Section 1.09	Term of Agreement; Resignation and Removal of Administrative Agent		8
Section 1.010	Action Upon Termination, Resignation or Removal		9
Section 1.011	Notices		9
Section 1.012	Amendments		10
Section 1.013	Successors and Assigns		10
Section 1.014	Governing Law		10
Section 1.015	Headings		10
Section 1.016	Counterparts		10
Section 1.017	Severability		11
Section 1.018	Limitation of Liability of Owner Trustee and Indenture Trustee		11
Section 1.019	Third-Party Beneficiary		11
Section 1.020	No Petition		11

-i-

TRUST ADMINISTRATION AGREEMENT

This Trust Administration Agreement, dated as of [•], 20[•] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Auto Lease Trust 20[•]-[•], a Delaware statutory trust (the “Issuing Entity”), 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 depositor (the “Depositor”), and [            ], a national banking association, as indenture trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, the Issuing Entity was formed pursuant to a trust agreement, dated as of [•], 20[•], as amended and restated by the amended and restated trust agreement, dated as of [•], 20[•] (the “Trust Agreement”), between the Depositor and [            ], 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 Issuing Entity 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:

Section 1.01 Capitalized Terms; Interpretive Provisions.

(a) Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of [•], 20[•], by and among the Issuing Entity, 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”), [            ] as Owner Trustee and Delaware trustee (in such capacity, the “Delaware Trustee”), and [            ], 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 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 within this Agreement, (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,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI

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Trust Agreement include only such items as related to the 20[•]-[•] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

Section 1.02 Duties of the Administrative Agent.

(a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, 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 Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor 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 Issuing Entity 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 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);

(ii) 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);

(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);

(iv) 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);

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(v) 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);

(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);

(viii) 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);

(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);

(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));

(xi) 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 20[•]-[•] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));

(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);

(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));

(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));

(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);

(xvi) the monitoring of the Issuing Entity’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);

(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);

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(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);

(xxi) [Reserved];

(xxii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders [and the [Cap Provider][Swap Counterparty]]with respect thereto (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 (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 Issuing Entity 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) [Reserved]; and

(xxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).

(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.

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(c) In addition to the duties set forth above 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 Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity 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 Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, 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 Issuing Entity’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 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. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20[•]-[•] Servicing Supplement in accordance with the terms and conditions thereof.

(h) The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.

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(i) 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 Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.

(j) 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;

(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (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; and

(v) the removal of the Indenture Trustee.

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 [or the Swap Counterparty] 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 Issuing Entity 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.

(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture

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Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2013-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.

Section 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 Issuing Entity and the Depositor at any time during normal business hours upon reasonable prior written notice.

Section 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 a monthly payment of compensation in an amount to be agreed to between the Administrative Agent and the Servicer which shall be solely an obligation of the Servicer and which shall not be paid from the proceeds of the Leases, Leased Vehicles or other Titling Trust Assets.

Section 1.05 Additional Information to be Furnished to the Issuing Entity. The Administrative Agent shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

Section 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 Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Administrative Agent shall have no authority to act for or represent the Issuing Entity or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.

Section 1.07 No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrative Agent and either of the Issuing Entity 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.

Section 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 Issuing Entity, the Owner Trustee or the Indenture Trustee.

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Section 1.09 Term of Agreement; Resignation and Removal of Administrative Agent. This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate.

(a) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Administrative Agent may resign its duties hereunder by providing the Issuing Entity with at least 60 days’ prior written notice.

(b) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Issuing Entity may remove the Administrative Agent without cause by providing the Administrative Agent with at least 60 days’ prior written notice.

(c) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, at the sole option of the Issuing Entity, the Administrative Agent may be removed immediately upon written notice of termination from the Issuing Entity 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 which, after notice of such default, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure);

(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 Administrative Agent (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) fails to pay, or 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, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days.

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 Issuing Entity 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 Issuing Entity 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.

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(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.

Section 1.010 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 Issuing Entity 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 Issuing Entity and take all reasonable steps requested to assist the Issuing Entity in making an orderly transfer of the duties of the Administrative Agent.

Section 1.011 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered, sent electronically by telecopier or email (if an email address is provided), or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed in each case as follows: (i) if to the Issuing Entity or the Administrative Agent, at [•] (telecopier no. [•] (email: [•] and [•]), Attention: Treasurer; (ii) if to the Owner Trustee, at [•] (telecopier no. [•]], Attention: [•]; (iii) if to the Indenture Trustee, at [•] (telecopier no. [•] (email: [•])], Attention: Nissan Auto Lease Trust 20[•]-[•]; [(iv) if to [•], at [•] (telecopier no. [•]), Attention: [•]; (v) if to [•], to [•] (email: [•]), Attention: [•]; (vi) if to [•], to [•] (telecopier no. [•]), Attention: [•]]; or (vii) if to the Depositor, at [•] (telecopier no. [•]) (email: [•] and [•]), Attention: [•]; or 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 when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Trust Administration Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

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Section 1.012 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 materially and adversely affect any Noteholder. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Administrative Agent or the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment will not materially and adversely affect the Noteholders. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and (a) the holders of Notes evidencing at least a majority of the Outstanding Amount, or (b) in the case of any amendment that does not materially and adversely affect the Noteholders, 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 20[•]-[•] 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 Depositor, which permission shall not be unreasonably withheld.

Section 1.013 Successors and Assigns. This Agreement may not be assigned by the Administrative Agent unless such assignment is previously consented to in writing by the Issuing Entity 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 Issuing Entity 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 Issuing Entity, 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.

Section 1.014 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).

Section 1.015 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.

Section 1.016 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.

10 (NALT 20[—]-[—] Trust Administration Agreement)

Section 1.017 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 1.018 Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by [            ] in its capacity as Owner Trustee of the Issuing Entity and in no event shall [            ] in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity 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 [            ] as Indenture Trustee and in no event shall [            ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity.

Section 1.019 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.

Section 1.020 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 the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , any other 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.

[Signature Page to Follow]

11 (NALT 20[—]-[—] Trust Administration Agreement)

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 20[•]-[•],
as Issuing Entity
By:	[            ],
not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
NISSAN AUTO LEASING LLC II, as Depositor
By:
Name:
Title:
[            ],
as Indenture Trustee
By:
Name:
Title:
NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent
By:
Name:
Title:

S-1

EX-10.10

Exhibit 10.10

NILT TRUST,

as Transferor,

and

NISSAN AUTO LEASING LLC II,

as Transferee

SUBI CERTIFICATE

TRANSFER AGREEMENT

Dated as of [•], 20[•]

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS		2
Section 1.01 Definitions		2
Section 1.02 Interpretive Provisions		2
ARTICLE TWO TRANSFER OF 20[•]-[•] SUBI CERTIFICATE		2
Section 2.01 Transfer of 20[•]-[•] SUBI Certificate		2
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		8
Section 3.03 Severability		8
Section 3.04 Binding Effect		9
Section 3.05 Headings		9
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

Schedule I Perfection Representations, Warranties and Covenants

SUBI CERTIFICATE TRANSFER AGREEMENT

This SUBI Certificate Transfer Agreement, dated as of [•], 20[•] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), 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, 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”), [                    ], as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), and [                    ], 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, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee and the Trust Agent are entering into the 20[•]-[•] SUBI Supplement, dated as of [•], 20[•] (the “20[•]-20[•] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to (i) establish a special unit of beneficial interest (the “20[•]-[•] SUBI”), and (ii) identify and allocate certain Trust Assets to the 20[•]-[•] SUBI;

D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “20[•]-[•] Leases”), the vehicles that are leased under the 20[•]-[•] Leases (the “20[•]-[•] Vehicles”), and certain other related Trust Assets have been allocated to the 20[•]-[•] SUBI;

E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 20[•]-[•] SUBI (the “20[•]-[•] 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 and to the 20[•]-[•] SUBI Certificate; and

G. Immediately after the transfer and assignment of the 20[•]-[•] SUBI Certificate to the Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in the 20[•]-[•] SUBI Certificate to Nissan Auto Lease Trust 20[•]-[•], as issuer (the “Issuing Entity”) 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:

1 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

ARTICLE ONE

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of [•], 20[•], among the Issuing Entity, 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 Titling Trustee, [                    Trust], as Delaware Trustee and owner trustee (in such capacity, the “Owner Trustee”), the Trust Agent, and [                    ], as 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 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 within this Agreement, (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,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 20[•]-[•] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

ARTICLE TWO

TRANSFER OF 20[•]-[•] SUBI CERTIFICATE

Section 2.01 Transfer of 20[•]-[•] SUBI Certificate.

In consideration of the Transferee’s delivery to, or upon the order of, the Transferor of $[•] (the “Transfer Price”) consisting of $[•] 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, 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”):

2 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

(i) the 20[•]-[•] SUBI Certificate and the interest in the 20[•]-[•] SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof after the Cutoff Date;

(ii) all of the Transferor’s rights and benefits as holder of the 20[•]-[•] 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 20[•]-[•] SUBI represented by the 20[•]-[•] SUBI Certificate, as granted in the 20[•]-[•] SUBI Supplement and in the 20[•]-[•] 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 (i) 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, (ii) 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, and (iii) the possession by the Transferee or its agent of the 20[•]-[•] SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction.

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.

3 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

(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, (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, (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), (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 any other Basic Document, 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.

4 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

(vii) Title to 20[•]-[•] SUBI Certificate. Immediately prior to the transfer of the 20[•]-[•] SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the 20[•]-[•] SUBI Certificate and it has the legal right to transfer the 20[•]-[•] SUBI Certificate, (B) has good and valid title to the 20[•]-[•] SUBI Certificate and the 20[•]-[•] SUBI Certificate is on the date hereof free and clear of all Liens, and (C) will convey good, valid, and indefeasible title to the 20[•]-[•] SUBI Certificate to the Transferee under this Agreement.

(b) Perfection Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I, and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

(c) 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 Transferee.

(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.

5 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

(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, (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, (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), (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.

(d) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Transferor to the Transferee, the sale of the Assets by the Transferee to the Issuing Entity and the pledge and grant of a security interest in the Assets by the Issuing Entity to the Indenture Trustee (for the benefit of the Noteholders) pursuant to the Indenture. Upon discovery by the Transferor, the Transferee or the Indenture 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 on or prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 20[•]-[•] 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, preserve, maintain and protect the interest of the Transferee in 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.

6 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

(b) The Transferor further agrees that it will 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 20[•]-[•] SUBI Certificate and the interest in the 20[•]-[•] SUBI represented thereby, whether set forth in the 20[•]-[•] 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 (as amended by Section 12.07 of the 20[•]-[•] SUBI Supplement) and Section 12.02(b) of the 20[•]-[•] 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.

(a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided, that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment or (ii) NALL II delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if NALL II does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

(b) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

7 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

(c) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d) Prior to the execution of any amendment to this Agreement, NALL II shall provide each Rating Agency, the Trust Certificateholder, the Transferor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, NALL II shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. Any such notice to be delivered pursuant to this Agreement to any Rating Agency shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

(e) Neither [            ], as trustee of NILT Trust nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Transferee shall cause to be delivered to a Responsible Officer of [            ], as trustee of NILT Trust, and the Indenture Trustee an Officer’s Certificate to that effect, and [            ], as trustee of NILT Trust, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

(f) [Notwithstanding the foregoing, this Agreement may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

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.

8 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

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 20[•]-[•] SUBI and the 20[•]-[•] SUBI Assets represented thereby and assign its rights under this Agreement to the Issuing Entity, 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 Issuing Entity, and (b) (the Issuing Entity may, pursuant to the Indenture, pledge and grant a security interest in the 20[•]-[•] SUBI and the 20[•]-[•] SUBI Assets represented thereby and assign the Transferee’s 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, assignments, 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 20[•]-[•] 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 the Grantor, the Transferor, the Titling Trustee, the Titling Trust, the Issuing Entity, 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 Agreement, the resignation or removal of the Titling 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 [            ], not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority

9 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

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 [                    ], 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 [                    ], 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 [                    ] be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents.

[Signature Page to Follow]

10 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

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:	[                    ], as Trustee
By:
	Name:
	Title:
NISSAN AUTO LEASING LLC II, as Transferee
By:
	Name:
	Title:

S-1 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the SUBI Certificate Transfer Agreement, NILT Trust (“NILT Trust”), as transferor, hereby represents, warrants, and covenants to the Nissan Auto Leasing LLC II (“NALL II”), as transferee, as follows on the Closing Date:

1. The SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 20[•]-[•] SUBI Certificate in favor of NALL II, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from NILT Trust.

2. The 20[•]-[•] SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC.

3. NILT Trust owns and has good and marketable title to the 20[•]-[•] SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

4. NILT Trust has received all consents and approvals to the sale of the 20[•]-[•] SUBI Certificate hereunder to NALL II required by the terms of the 20[•]-[•] SUBI Certificate to the extent that it constitutes an instrument or a payment intangible.

5. NILT Trust has received all consents and approvals required by the terms of the 20[•]-[•] SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to NALL II of its interest and rights in the 20[•]-[•] SUBI Certificate hereunder.

6. NILT Trust has caused or will have caused, within ten days after the effective date of the SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 20[•]-[•] SUBI Certificate from NILT Trust to NALL II and the security interest in the 20[•]-[•] SUBI Certificate granted to NALL II hereunder.

7. To the extent that the 20[•]-[•] SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to NALL II.

8. Other than the transfer of the 20[•]-[•] SUBI Certificate from NILT Trust to NALL II under the SUBI Certificate Transfer Agreement and from NALL II to the Issuing Entity under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture

S-2 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

Trustee pursuant to the Indenture, NILT Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 20[•]-[•] SUBI Certificate. NILT Trust has not authorized the filing of, nor is aware of, any financing statements against NILT Trust that include a description of collateral covering the 20[•]-[•] SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated.

9. No instrument or tangible chattel paper that constitutes or evidences the 20[•]-[•] SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

S-3 (NALT 20[—]-[—] SUBI Certificate Transfer Agreement)

EX-10.11

Exhibit 10.11

NISSAN AUTO LEASING LLC II,

as Depositor,

and

NISSAN AUTO LEASE TRUST 20[•]-[•],

as Transferee

TRUST SUBI CERTIFICATE

TRANSFER AGREEMENT

Dated as of [•], 20[•]

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS		2
Section 1.01 Definitions		2
Section 1.02 Interpretive Provisions		2
ARTICLE TWO TRANSFER OF 20[•]-[•] SUBI CERTIFICATE		3
Section 2.01 Transfer of 20[•]-[•] SUBI Certificate		3
Section 2.02 True Sale		3
Section 2.03 Representations and Warranties of the Depositor 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		7
ARTICLE THREE MISCELLANEOUS		7
Section 3.01 Amendment		7
Section 3.02 Governing Law		9
Section 3.03 Severability		9
Section 3.04 Binding Effect		9
Section 3.05 Headings		9
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 Limitation of Liability of Owner Trustee		10
SCHEDULE I PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS		1

i

TRUST SUBI CERTIFICATE TRANSFER AGREEMENT

This Trust SUBI Certificate Transfer Agreement, dated as of [•], [•] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and Nissan Auto Lease Trust 20[•]-[•], a Delaware statutory trust (the “Issuing Entity”), 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”), [                    ], a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), and [                    ], a national banking association, 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, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee and the Trust Agent are entering into the 20[•]-[•] SUBI Supplement, dated as of [•], [•] (the “20[•]-[•] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to (i) establish a special unit of beneficial interest (the “20[•]-[•] SUBI”), and (ii) identify and allocate certain Trust Assets to the 20[•]-[•] SUBI;

D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “20[•]-[•] Leases”), the vehicles that are leased under the 20[•]-[•] Leases (the “20[•]-[•] Vehicles”), and certain other related Trust Assets have been allocated to the 20[•]-[•] SUBI;

E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 20[•]-[•] SUBI (the “20[•]-[•] 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 20[•]-[•] SUBI Certificate to the Depositor pursuant to the SUBI Certificate Transfer Agreement, dated as of [•], 20[•] (the “SUBI Certificate Transfer Agreement”), between NILT Trust and the Depositor;

G. The Issuing Entity was formed pursuant to a trust agreement, dated as of [•], [•], as amended and restated by the amended and restated trust agreement, dated as of [•], 20[•] (the “Trust Agreement”), each, between the Depositor and [                    ], as owner trustee (the “Owner Trustee”);

(NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

H. The Depositor and the Transferee desire to provide for the sale, transfer and assignment by the Depositor to the Transferee, without recourse, of all of the Depositor’s right, title and interest in and to the 20[•]-[•] SUBI Certificate; and

I. Immediately after the transfer and assignments of the 20[•]-[•] SUBI Certificate to the Transferee, the Transferee shall pledge the 20[•]-[•] SUBI Certificate to [            ], as indenture trustee (the “Indenture Trustee”), pursuant to an indenture, dated as of [•], [•] (the “Indenture”), between the Issuing Entity 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 respective meanings ascribed thereto in the Agreement of Definitions, dated as of [•], 20[•], by and among the Issuing Entity, as 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 Titling Trustee, [            ], as Delaware Trustee and Owner Trustee, the Trust Agent and 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 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 within this Agreement, (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,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 20[•]-[•] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling 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, and (xii) 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.”

2 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

ARTICLE TWO

TRANSFER OF 20[•]-[•] SUBI CERTIFICATE

Section 2.01 Transfer of 20[•]-[•] SUBI Certificate. In consideration of the Transferee’s delivery to, or upon the order of, the Depositor of the Notes and the Trust Certificate, (the “Transfer Price”) the Depositor hereby absolutely sells, 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 Depositor’s right, title and interest in and to the following (collectively, the “Assets”):

(i) the 20[•]-[•] SUBI Certificate and the interest in the 20[•]-[•] SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof after the Cutoff Date;

(ii) all of the Depositor’s rights and benefits as holder of the 20[•]-[•] 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 20[•]-[•] SUBI represented by the 20[•]-[•] SUBI Certificate, as granted in the 20[•]-[•] SUBI Supplement and in the 20[•]-[•] 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 Depositor 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 Depositor’s estate in the event that the Depositor 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 (i), it is intended by the Depositor 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 Depositor to the Transferee to secure the Transfer Price to the Depositor, which security interest shall be perfected and of a first priority, (ii) the Depositor 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, and (iii) the possession by the Transferee or its agent of the 20[•]-[•] SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction.

3 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

Section 2.03 Representations and Warranties of the Depositor and the Transferee.

(a) The Depositor 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 Depositor 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 Depositor 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 Depositor.

(iii) Power and Authority. The Depositor 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 Depositor by all necessary action.

(iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Depositor, 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 Depositor 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 Depositor, (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 Depositor is a party or by which it may be bound or any of its properties are subject, (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), (D) violate any law or, to the knowledge of the Depositor, 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 Depositor 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 on the Depositor.

4 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

(vi) No Proceedings. There are no proceedings in which the Depositor has been served or, to the knowledge of the Depositor, proceedings or investigations that are pending or threatened, in each case against the Depositor, 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 any other Basic Document or (C) seeking any determination or ruling that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under this Agreement.

(vii) Title to 20[•]-[•] SUBI Certificate. Immediately prior to the transfer of the 20[•]-[•] SUBI Certificate pursuant to this Agreement, the Depositor (A) is the true and lawful owner of the 20[•]-[•] SUBI Certificate and has the legal right to transfer the 20[•]-[•] SUBI Certificate, (B) has good and valid title to the 20[•]-[•] SUBI Certificate and the 20[•]-[•] SUBI Certificate is on the date hereof free and clear of all Liens, and (C) will convey good, valid, and indefeasible title to the 20[•]-[•] SUBI Certificate to the Transferee under this Agreement.

(b) Perfection Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I, and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

(c) The Transferee hereby represents and warrants to the Depositor 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 the Transferee.

5 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

(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.

(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, (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, (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), (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.

(d) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Depositor to the Transferee and the pledge and grant of a security interest in the Assets by the Transferee to the Indenture Trustee (for the benefit of the Noteholders) pursuant to the Indenture. Upon discovery by the Depositor, the Transferee or the Indenture 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.

6 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

Section 2.04 Financing Statement and Books and Records.

(a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 20[•]-[•] 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, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (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 Depositor thereof.

(b) The Depositor further agrees that it will, 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 20[•]-[•] SUBI Certificate and the interest in the 20[•]-[•] SUBI represented thereby, whether set forth in the 20[•]-[•] 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 (as amended by Section 12.07 of the 20[•]-[•] SUBI Supplement) and Section 12.02(b) of the 20[•]-[•] 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.

(a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely

7 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise. [Notwithstanding the foregoing, this Agreement may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

(b) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

(c) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(d) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency, the Trust Certificateholder, the Transferee, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Transferee, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. Any such notice to be delivered pursuant to this Agreement to any Rating Agency shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

(e) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Depositor shall cause to be delivered to a Responsible Officer of the Indenture Trustee an Officer’s Certificate to that effect and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

8 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

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 Depositor acknowledges and agrees that (a) the Transferee may, pursuant to the Indenture, pledge and grant a security interest in the 20[•]-[•] SUBI and the 20[•]-[•] SUBI Assets represented thereby and assign its 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 to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Depositor 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 20[•]-[•] 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 the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other 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.

9 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

This Section shall survive the complete or partial termination of this Agreement, the resignation or removal of the Titling 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 [            ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall [            ] in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements, or other obligations of the Issuing Entity hereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity 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.

[Signature Page to Follow]

10 (NALT 20[—]-[—] Trust SUBI Certificate  Transfer Agreement)

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 Depositor
By:
	Name:
	Title:
NISSAN AUTO LEASE TRUST 20[•]-[•], as Transferee
By:	[                    ],
	not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:

S-1 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 20[•]-[•], as transferee (the “Transferee”), as follows on the Closing Date:

1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 20[•]-[•] SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor.

2. The 20[•]-[•] SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC.

3. The Depositor owns and has good and marketable title to the 20[•]-[•] SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

4. The Depositor has received all consents and approvals to the sale of the 20[•]-[•] SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 20[•]-[•] SUBI Certificate to the extent that it constitutes an instrument or a payment intangible.

5. The Depositor has received all consents and approvals required by the terms of the 20[•]-[•] SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 20[•]-[•] SUBI Certificate under the Trust SUBI Certificate Transfer Agreement.

6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 20[•]-[•] SUBI Certificate from the Depositor to the Transferee and the security interest in the 20[•]-[•] SUBI Certificate granted to the Transferee under the Trust SUBI Certificate Transfer Agreement.

7. To the extent that the 20[•]-[•] SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee.

Sched.-1 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

8. Other than the transfer of the 20[•]-[•] SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 20[•]-[•] SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 20[•]-[•] SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated.

9. No instrument or tangible chattel paper that constitutes or evidences the 20[•]-[•] SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Sched.-2 (NALT 20[—]-[—] Trust SUBI Certificate Transfer Agreement)

EX-99.1

Exhibit 99.1

(Multicurrency—Cross Border)

ISDA^®

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of [                                ]

[                                 ] and Nissan Auto Lease Trust 20[ ]-[ ] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

Copyright ^© 1992 by International Swap Dealers Association, Inc

Issuer Master

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:

(1) promptly notify the other party (“Y”) of such requirement;

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(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability. If:

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

Issuer Master

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(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

Issuer Master

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(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

Issuer Master

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(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

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(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

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(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:

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(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets, to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

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(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

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If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

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(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid

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Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

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(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant

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to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

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(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

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12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

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Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

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“Applicable Rate” means:

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

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“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each

Issuer Master

20

applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

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“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

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“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

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IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

[                                         ]	NISSAN AUTO LEASE TRUST 20[ ]-[ ]
By:	By:	[                                         ],
Name:		not in its individual capacity but solely as Owner Trustee
Title:
Date:		By:
		Name:
		Title:
		Date:

Issuer Master

24

ISDA

International Swap Dealers Association, Inc.

SCHEDULE

to the

Master Agreement

dated as of [                            ]

between

[                         ]

(“Party A”)

and

NISSAN AUTO LEASE TRUST 20[ ]-[ ]

(“Party B”)

Part 1. Termination Provisions.

(a) The following shall apply:

(i) Termination by Party A — Events of Default. Notwithstanding the provisions of Section 5(a), the only events which will constitute Events of Default when they occur in relation to Party B will be those events specified in Sections 5(a)(i) (Failure To Pay Or Deliver) and Section 5(a)(vii) (Bankruptcy); provided that with respect to Party B the provisions of Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable as an Event of Default; clause (3) will not apply to Party B to the extent it refers to any assignment, arrangement or composition that is effected by or pursuant to the Indenture; clause (4) will not apply to Party B to the extent that it refers to proceedings or petitions instituted or presented by Party A or any of its Affiliates; clause(6) will not apply to Party B to the extent that it refers to (i) any appointment that is contemplated or effected by the Indenture (as defined herein) or (ii) any appointment that Party B has not become subject to); clause (8) will not apply to Party B to the extent that it applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent that such provisions are not disapplied with respect to Party B).

Accordingly, Section 5(a)(ii) (Breach Of Agreement), Section 5(a)(iii) (Credit Support Default), Section 5(a)(iv) (Misrepresentation), Section 5(a)(v) (Default Under Specified Transaction), Section 5(a)(vi) (Cross Default), and the provisions of Section 5(a)(viii) (Merger Without Assumption) will not apply to Party B as the Defaulting Party.

Notwithstanding the foregoing, the Credit Support Default provisions of Section 5(a)(iii)(1) will apply to Party B solely in respect of Party B’s obligations under paragraph 3(b) of the Credit Support Annex.

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1

(ii) Termination by Party A — Termination Events. Notwithstanding the provisions of Section 5(b), and save as otherwise provided herein, the only events which will constitute Termination Events when they occur in relation to Party A: (x) as the Affected Party, shall be Section 5(b)(i) (Illegality), (y) as Burdened Party, shall be Section 5(b)(iii) (Tax Event Upon Merger); provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party, (z) as the Non-affected Party, shall be Section 5(b)(v) (Additional Termination Event). Accordingly, Section 5(b)(iv) (Credit Event Upon Merger) will not be a Termination Event with respect to Party B as the Affected Party and Party A may not designate an Early Termination Date related to Section 5(b)(ii) (Tax Event).

(iii) Termination by Party B — Events of Default and Termination Events. Save as otherwise provided herein, the provisions of Section 5 will apply with respect to Party A without amendment. For purposes of Section 5(a)(vi) (Cross Default), the Threshold Amount applicable to Party A shall be 3% of Shareholders equity (excluding deposits).

(b) Specified Entity. None specified in relation to either Party A or Party B.

(c) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement.

(d) The “Automatic Early Termination” provision of Section 6(a) of this Agreement will not apply to Party A and will not apply to Party B.

(e) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:

Market Quotation will apply and the Second Method will apply; provided, however, with respect to an early termination in which Party A is the Defaulting Party or sole Affected Party in respect of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement, the following amendment to this Agreement set forth in paragraphs (i) to (v) below shall apply:

(i) The definition of “Market Quotation” shall be deleted in its entirety and replaced with the following:

“ “Market Quotation” means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement with Rated Debt, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).”

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2

(ii) The definition of “Settlement Amount” shall be deleted in its entirety and replaced with the following:

“ “Settlement Amount” means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to:

(a) if, on or prior to such Early Termination Date, a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;

(b) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding and one or more Market Quotations have been communicated to Party B and remain capably of becoming legally binding upon acceptance by Party B, the Termination Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotation;

(c) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding and no Market Quotations have been communicated to Party B and remain capable of becoming legally binding upon acceptance by Party B, Party B’s Loss (whether positive or negative and without reference to Unpaid Amounts) for the relevant Terminated Transaction or group of Terminated Transactions; and

(d) At any time on or before such Early Termination Date at which two or more Market Quotations have been communicated to Party B and remain capable of becoming legally binding upon acceptance by Party B, Party B shall be entitled to accept only the lowest of such Market Quotations (for the avoidance of doubt, (i) a Market Quotation expressed as a negative number is lower than a Market Quotation expressed as a positive number and (ii) the lower of two Market Quotations expressed as negative numbers is the one with the largest absolute value).”

(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).

(iv) If Party B requests Party A in writing to obtain Market Quotations, Party A shall use its reasonable efforts to do so before the Early Termination Date.

(v) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced with the following:

“Second Method and Market Quotation. If Second Method and Market Quotation apply, (1) Party B shall pay to Party A an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the amounts payable under sub-paragraphs (2) and (3), above, shall be subject to netting in accordance with Section 2(c) of this Agreement, and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under sub-paragraph (3), above, shall not be netted-off against any amount payable by Party B under sub-paragraph (1), above.”

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3

(f) “Termination Currency” means U.S. Dollars.

(g) Additional Termination Event will apply. Each of the following events shall constitute an Additional Termination Event hereunder:

(i) Liquidation of Collateral. The following shall constitute an Additional Termination Event in which Party B shall be the sole Affected Party: Any commencement of a liquidation of the Collateral (as defined in the Indenture) occurs following an Event of Default under the Indenture.

(ii) Regulation AB Financial Disclosure. The following shall constitute an Additional Termination Event in which Party A shall be the sole Affected Party: The failure of Party A to materially comply with or materially perform any agreement or undertaking to be complied with or performed by Party A under Part 5(t) of this Schedule.

(iii) S&P or Fitch Downgrade of Party A. The failure by Party A to post Eligible Collateral in accordance with the terms of the Credit Support Annex or to obtain an Eligible Guarantee in accordance with Part 5(q) of this Schedule or to transfer its rights and obligations hereunder to an Eligible Replacement in accordance with Part 5(q) of this Schedule shall constitute an Additional Termination Event for which Party A shall be the sole Affected Party.

(iv) Moody’s First Rating Trigger Collateral. The following shall constitute an Additional Termination Event in which Party A is the sole Affected Party: Party A has failed to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex from time to time entered into between Party A and Party B in relation to this Agreement and either (x) the Moody’s Second Rating Trigger Requirements do not apply or (y) less than 30 Local Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply.

(v) Moody’s Second Rating Trigger Replacement. The following shall constitute an Additional Termination Event in which Party A is the sole Affected Party: (x) The Moody’s Second Rating Trigger Requirements apply and 30 or more Local Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply and (y) (A) at least one Eligible Replacement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(e) of this Schedule, below, and/or (B) at least one entity with the Moody’s First Trigger Required Ratings has made a Firm Offer (which remains capable of becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement.

(A) The Moody’s First Rating Trigger Requirements shall apply so long as no Relevant Entity has the Moody’s First Trigger Required Ratings.

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An entity shall have the “Moody’s First Trigger Required Ratings” (x) where such entity is the subject of a Moody’s Short-term Rating, if such rating is “Prime-1” and its long-term, unsecured and unsubordinated debt obligations are rated “A2” or above by Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are rated “A1” or above by Moody’s.

(B) So long as the Moody’s First Rating Trigger Requirements apply, Party A will at its own cost use commercially reasonable efforts to, as soon as reasonably practicable, (x) procure an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement to be provided by a guarantor with the Moody’s First Trigger Required Ratings, (y) transfer to Party B the amount of Eligible Collateral required under the Credit Support Annex or (z) transfer this Agreement in accordance with Part 5(e) below.

(C) The Moody’s Second Rating Trigger Requirements shall apply so long as no Relevant Entity has the Moody’s Second Trigger Required Ratings.

An entity shall have the “Moody’s Second Trigger Required Ratings” (x) where such entity is the subject of a Moody’s Short-term Rating, if such rating is “Prime-2” or above and its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s.

(D) So long as the Moody’s Second Rating Trigger Requirements apply, Party A will at its own cost use commercially reasonable efforts to, as soon as reasonably practicable, either (x) procure an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement to be provided by a guarantor with the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings or (y) transfer this Agreement in accordance with Part 5(e) of this Schedule, below, and in both the case of (x) and (y), transfer to Party B the amount of Eligible Collateral required under the Credit Support Annex.

In the event of an Early Termination Date in respect of a S&P Ratings Downgrade, a Fitch Required Ratings Downgrade, a Moody’s First Rating Trigger Replacement or a Moody’s Second Rating Trigger Replacement and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements.

Part 2. Tax Representations

(a) Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

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(b) Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B will make the representations in (i) and (ii) below.

(i) Party A represents that it is a national banking association organized under the laws of the United States.

(ii) Party B represents that it is a Delaware statutory trust organized or formed under the laws of the State of Delaware.

Part 3. Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

(a) Tax forms, documents or certificates to be delivered are:

Party A and Party B shall promptly deliver to the other party (or as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon reasonable demand by the other party.

(b) Other documents to be delivered are:

			Covered by
			Section 3(d)
Party required to	Form/Document/	Date by which to be	Representation of this
deliver document	Certificate	delivered	Agreement
Party A and Party B	Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.	Upon execution of this Agreement.	Yes
Party A	An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.	Upon execution of this Agreement.	No
Party B	An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.	Upon execution of this Agreement.	No

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			Covered by
			Section 3(d)
Party required to	Form/Document/	Date by which to be	Representation of this
deliver document	Certificate	delivered	Agreement
Party B	A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.	Upon execution of this Agreement.	Yes
Party B	Copies of executed Indenture.	Upon execution of such Agreements	Yes
Party A	Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule.	As required pursuant to Part 5(t) of this Schedule.	Yes

Part 4. Miscellaneous.

(a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement:

Address for notices or communications to Party A:

Address: [                        ]

Attention: [                        ]

Facsimile No.: [                        ]

Telephone No.: [                        ]

Electronic Messaging System Details: [                    ]

Address for notices or communications to Party B:

Address: [                        ]

Attention: [                        ]

Facsimile No.: [                        ]

Telephone No.: [                        ]

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Electronic Messaging System Details: [                        ]

With a copy to:

[                         ]

Attention: [                        ]

Telephone: [                        ]

Facsimile: [                        ]

With a copy to the Indenture Trustee at:

Address: [                        ]

Facsimile No.: [                        ]

Telephone No: [                        ]

(b) Process Agent. For the purpose of Section 13(c) of this Agreement:

Party A appoints as its Process Agent: Not applicable

Party B appoints as its Process Agent: Not applicable

(c) Notices. Section 12(a) of the Agreement is amended by adding the words in the third line thereof after the phrase “messaging system” and before the “)” the words “; provided, however, any such notice or other communication may be given by facsimile transmission if telex is unavailable, no telex number is supplied by the party providing notice, or if answer back confirmation is not received from the party to whom the telex is sent.”

(d) Offices. The provisions of Section 10(a) of this Agreement will apply to this Agreement.

(e) Multibranch Party. For the purpose of Section 10(c) of this Agreement:

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(f) Calculation Agent. The Calculation Agent is the Indenture Trustee, as provided in the Indenture, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

(g) Credit Support Document. Details of any Credit Support Document:

With respect to Party A: The Credit Support Annex and any Eligible Guarantee in support of Party A’s obligation under this Agreement

With respect to Party B: Not applicable.

(h) Credit Support Provider. Credit Support Provider means in relation to

Party A: The guarantor under any Eligible Guarantee in support of Party A’s obligations under this Agreement

Party B: Not applicable.

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(i) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of laws doctrine except Section 5-1401 and Section 5-1402 of the New York General Obligation Law).

(j) Netting of Payments. The limitation set forth in Section 2(c)(ii) of this Agreement will apply and therefore the netting in Section 2(c) of this Agreement will be limited to the same Transaction.

(k) “Affiliate” will have the meaning specified in Section 14 of this Agreement except that, for the purposes of Section 3(c) of this Agreement, neither party shall be deemed to have any Affiliates.

(l) No Gross Up by Party B.

(i) Section 2(d)(i)(4) is hereby deleted and replaced by the following:

“(4)(A) If Party A is the party so required to deduct or withhold, then Party A shall make such additional payment as is necessary to ensure that the net amount actually received by Party B (free and clear of all Taxes, whether assessed against it or Party B) will equal the full amount Party B would have received had no such deduction or withholding been required; and

(B) if Party B is the party so required to deduct or withhold, then Party B shall make the relevant payment subject to such deduction or withholding and Party B will not be required to gross up.

For the avoidance of doubt, the fact that any payment is made by Party B subject to the provisions of (B) above shall at no time affect the obligations of Party A under (A) above.”

(ii) Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable Taxes and in relation to payments by Party B, no Tax shall be an Indemnifiable Tax.

Part 5. Other Provisions.

(a) ISDA Definitions

The definitions and provisions contained in the 2006 ISDA Definitions (the “ISDA Definitions”) as published by the International Swaps and Derivatives Association, Inc., are incorporated by reference into this Agreement. The Agreement and each Transaction will be governed by the ISDA Definitions as they may be officially amended and supplemented from time to time by ISDA.

For the sake of clarity, unless otherwise specified in this Agreement, the following documents shall govern in the order in which they are listed in the event of any inconsistency between any of the documents:

(i) the Confirmation pertinent to the applicable Transaction;

(ii) the Schedule;

(iii) the ISDA Definitions; and

(iv) the printed form of ISDA Master Agreement.

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(b) Relationship Between Parties

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any assurance or guarantee as to the expected results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(iii) Status of Parties. Each party is acting as principal and not as agent and the other party is not acting as a fiduciary for or as an advisor to it in respect of that Transaction.

(iv) Eligible Contract Participant. It is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, 7 U.S.C. Section 1a(12).

(v) FDIC Requirements. If it is a bank subject to the requirements of 12 U.S.C. § 1823(e), the necessary action to authorize referred to in the representation in Section 3(a)(ii) includes all authorizations required under the Federal Deposit Insurance Act as amended, including amendments effected by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, and under any agreement, writ, decree, or order entered into with such party’s supervisory authorities. At all times during the term of this Agreement, such party will continuously include and maintain as part of its official written books and records this Agreement, this Schedule and all other exhibits, supplements, and attachments hereto and documents incorporated by reference herein, all Confirmations, and evidence of all necessary authorizations.

(vi) ERISA. It continuously represents that it is not (i) an employee benefit plan (an “ERISA Plan”) as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title 1 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, (ii) a person or entity acting on behalf of an ERISA Plan or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.” It will provide notice to the other party in the event that it is aware that it is in breach of any aspect of this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period, it will breach this representation.

(c) Waiver of Jury Trial. Each party hereby irrevocably waives any and all rights to trial by jury with respect to any legal proceeding arising out of or relating to this Agreement or any Transaction contemplated hereby.

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(d) Severability. Any provision of this Agreement which 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 of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction unless such severance shall substantially impair the benefits of the remaining portions of this Agreement or changes the reciprocal obligations of the parties. The parties hereto shall endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.

(e) Transfers. Notwithstanding the provisions of Section 7:

(i) No transfer by Party A of this Agreement or any interest or obligation in or of Party A under this Agreement shall be effective unless:

(A) Party B consents to such transferee;

(B) The Rating Agency Condition shall have been satisfied;

(C) Party A shall have given Party B, the Servicer and the Indenture Trustee at least twenty days prior written notice of the proposed transfer; and

(D) such transfer otherwise complies with the terms of the Indenture and the other Transaction Agreements.

(ii) Except to the extent contemplated by the Indenture, neither this Agreement nor any interest in or under this Agreement may be transferred by Party B to any other entity save with Party A’s prior written consent (such consent not to be unreasonably withheld or delayed).

(iii) Paragraphs (i) and (ii) above are subject to the following exceptions:

(A) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement);

(B) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

(iv) If an Eligible Replacement has made a Firm Offer (which remains an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer in accordance with this Part 5(e), Party B shall, at Party A’s written request and at Party A’s expense, take any reasonable steps required to be taken by Party B to effect such transfer.

(v) Upon the effectiveness of any transfer, each of Party A and Party B shall be released (in each case to the extent of the obligations so transferred) from its obligations as a party to this Agreement without any further notification or other action; provided, however, Party B shall not be released unless and until the Return Amount (pursuant to the Credit Support Annex), if any, is transferred to Party A.

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(f) Permitted Security Interest. For purposes of Section 7 of this Agreement, Party A hereby consents to the Permitted Security Interest.

“Permitted Security Interest” means the pledge and assignment by Party B of the Swap Collateral to the Indenture Trustee pursuant to the Indenture, and the granting to the Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture.

“Swap Collateral” means all right, title and interest of Party B in this Agreement, each Transaction hereunder, and all present and future amounts payable by Party A to Party B under or in connection with this Agreement or any Transaction governed by this Agreement, including, without limitation, any transfer or termination of any such Transaction.

“Indenture Trustee” means [                                ], or any successor, acting as Indenture Trustee pursuant to the Indenture.

(g) Absence of Certain Events. Section 3(b) of this Agreement is hereby amended by inserting the parenthetical “(with respect to Party A only)” immediately after the phrase “No Event of Default or”.

(h) Events of Default. Section 5(a)(i) of this Agreement is hereby amended by changing the word “third” to “first” in the phrase “if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party”.

(i) Payment on Early Termination. If an Early Termination Date occurs in respect of which Party A is the Defaulting Party or the sole Affected Party with respect to an Additional Termination Event, Party B will not be required to pay any amounts payable to Party A under Section 6(e) in respect of such Early Termination Date, and Party A will not be permitted to set-off in respect of such amounts, until payment in full of all amounts outstanding under the Notes.

(j) No Set-Off. Party A and Party B hereby waive any and all right of set-off with respect to any amounts due under this Agreement or any Transaction, except for with respect to amounts due under Paragraph 8(a) of the Credit Support Annex, provided that nothing herein shall be construed to waive or otherwise limit the netting provisions contained in Sections 2(c) of this Agreement.

(k) Indenture. Party B hereby acknowledges that Party A is a secured party under the Indenture with respect to this Agreement. The Indenture provides, and Party B agrees, that the Indenture Trustee shall notify the Swap Counterparty of any proposed amendment or supplement to the Indenture. If such proposed amendment or supplement would materially and adversely affect any of the Swap Counterparty’s rights or obligations under this Agreement, the Indenture Trustee shall obtain the consent of the Swap Counterparty prior to the adoption of such amendment or supplement; provided, that the Swap Counterparty’s consent to any such amendment or supplement shall not be unreasonably withheld, and provided, further, that the Swap Counterparty’s consent will be deemed to have been given if the Swap Counterparty does not object in writing within 10 days of receipt of a written request for such consent.

(l) No Recourse. The liability of Party B to Party A hereunder is limited in recourse solely to the amounts payable to Party A from the Available Amounts, Advances made on such Distribution Date and the amounts withdrawn from the Reserve Account in accordance with the priority of payments set forth in Section 8.04 of the Indenture. This section shall survive the termination of this Agreement.

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(m) No Petition. Party A hereby covenants and agrees that prior to the date which is one year (or, if longer, the applicable preference period) and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) it shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) it shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This section shall survive the termination of this Agreement.

As used above, “Bankruptcy Remote Party” means any of Nissan Auto Leasing LLC II and Party B.

(n) Confirmations. Each party acknowledges and agrees that the Confirmations executed as of the date hereof and designated as Ref. Nos. [                                ] and [                                ] shall be the only Transactions governed by this Agreement (it being understood that, in the event either such Confirmation shall be amended (in any respect), such amendment shall not constitute (for purposes of this paragraph) a separate Transaction or a separate Confirmation). Party A and Party B shall not enter into any additional Confirmations or Transactions hereunder.

(o) Potential Events of Default. Section 2(a)(iii) of this Agreement is amended by the deletion of the words “or Potential Event of Default”.

(p) Limitation of Liability. Notwithstanding anything contained herein to the contrary, in executing this Agreement (including the Schedule, Credit Support Annex and each Confirmation) on behalf of Party B, each of Wilmington Trust Company (the “Owner Trustee”) and the Indenture Trustee is acting solely in its capacity as owner trustee of Party B or indenture trustee, as applicable, and not in its individual capacity, and in no event shall either the Owner Trustee or the Indenture Trustee, in their respective individual capacities, have any liability for the representations, warranties, covenants, agreements or other obligations of Party B hereunder, for which recourse shall be had solely to the assets of Party B, except to the extent of the fraud, breach of trust or willful misconduct of the Owner Trustee or the Indenture Trustee, as applicable.

(q) S&P and Fitch Downgrade of Party A. In the event that (i) the Relevant Entity’s short-term unsecured and unsubordinated debt rating is downgraded below “A-1” by S&P (or if its short-term rating is not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating is downgraded below “A+” by S&P) (a “S&P Ratings Downgrade”) or (ii) Fitch assigns to the Relevant Entity a rating lower than the Fitch Approved Ratings (a “Fitch Approved Ratings Downgrade”, and in the event that either a Fitch Approved Ratings Downgrade or a S&P Ratings Downgrade applies, a “Party A Approved Ratings Downgrade”), Party A shall (A) promptly, but in no event later than two (2) Local Business Days following the date of such Party A Approved Ratings Downgrade, give Party B, the Servicer and the Indenture Trustee written notice of the occurrence of such Party A Approved Ratings Downgrade (provided, however, that Party A’s failure to give such notice shall not constitute an independent

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Event of Default), and (B) within 10 Business Days after a S&P Ratings Downgrade or within 30 calendar days after a Fitch Approved Rating Downgrade, either (i) transfer (at its own cost) Party A’s rights and obligations hereunder to an Eligible Replacement in accordance with and subject to the limitations of Part 5(e) of this Schedule, (ii) post Eligible Collateral in accordance with the Credit Support Annex or (iii) obtain (at Party A’s expense) an Eligible Guarantee or other similar assurance in respect of Party A’s obligations under this Agreement that satisfies the Rating Agency Condition and (C) within 60 days of the date of the S&P Ratings Downgrade, in addition to posting collateral pursuant to the Credit Support Annex (i) transfer (at its own cost) Party A’s rights and obligations hereunder to an Eligible Replacement in accordance with and subject to the limitations of Part 5(e) of this Schedule or (ii) obtain (at Party A’s expense) an Eligible Guarantee or other similar assurance in respect of Party A’s obligations under this Agreement that satisfies the Rating Agency Condition.

If Fitch (x) assigns to the Relevant Entity a rating lower than the Fitch Required Ratings or (y) withdraws its ratings of the Relevant Entity (each such event, a “Fitch Required Ratings Downgrade”), then Party A shall: (A) within 2 Business Days of such Fitch Required Ratings Downgrade, give notice to Party B of the occurrence of such downgrade or withdrawal (provided, however, that Party A’s failure to give such notice shall not constitute an independent Event of Default), (B) within 30 calendar days of such Fitch Required Ratings Downgrade comply with the terms of the Credit Support Annex and (C) within 30 calendar days of such Fitch Required Ratings Downgrade, in addition to posting collateral pursuant to the Credit Support Annex (i) transfer (at its own cost) Party A’s rights and obligations hereunder to an Eligible Replacement in accordance with and subject to the limitations of Part 5(e) of this Schedule or (ii) obtain (at Party A’s expense) an Eligible Guarantee or other similar assurance in respect of Party A’s obligations under this Agreement that satisfies the Rating Agency Condition.

Once an Eligible Replacement is in place, Party B shall return any such Eligible Collateral to Party A pursuant to the terms of the Credit Support Annex and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or the Credit Support Annex. Party B shall have the right to terminate this Agreement if at any time Party A fails to comply with any of its obligations under this paragraph in full and in a timely manner.

(r) Definitions.

(i) Reference is made to that certain Indenture dated as of [                                ] (the “Indenture”) among Party B, as the Issuer thereunder, and [                                ], as Indenture Trustee. Capitalized terms used but not defined in this Agreement or this Schedule will have the meanings ascribed to them in the Indenture.

(ii) As used herein:

“Credit Support Annex” means the 1994 ISDA Credit Support Annex between Party A and Party B dated as of [                                ].

“Depositor” means Nissan Auto Leasing LLC II.

“Eligible Guarantee” means an unconditional and irrevocable guarantee that is provided by a guarantor that has Rated Debt with respect to S&P and with the Moody’s First Trigger Required Ratings as principal debtor rather than surety and is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency Condition, where either (A) a law firm has given a legal opinion confirming that none of the guarantor’s payments to Party B under

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such guarantee will be subject to withholding for tax or (B) such guarantee provides that, in the event that any of such guarantor’s payments to Party B are subject to withholding for tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any withholding tax) will equal the full amount Party B would have received had no such withholding been required.

“Eligible Replacement” means an entity (A)(i) with the Moody’s First Trigger Required Ratings and that has Rated Debt with respect to S&P and Fitch that is the subject of a legal opinion given by a law firm confirming that none of its payments to Party B will be subject to withholding for tax or (ii) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor that has Rated Debt with respect to S&P and Fitch and with the Moody’s First Trigger Required Ratings and (B) could become a party to this Agreement (or party to an agreement in form and substance satisfactory to Party B, the Servicer and the Indenture Trustee) in accordance with Part 5(e) of this Schedule and pursuant to documentation which would not be less favorable to Party B than this Agreement.

“Firm Offer” means an offer which, when made, was capable of becoming legally binding upon acceptance.

“Fitch” means Fitch Ratings or its successor.

“Fitch Approved Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “A” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “F1”.

“Fitch Required Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “BBB-”.

“Free Writing Prospectus” means any free writing prospectus prepared in connection with the public offering of the Notes.

“Moody’s” means Moody’s Investors Service, Inc. or its successor.

“Moody’s Short-term Rating” means a rating assigned by Moody’s under its short-term rating scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations.

“Notes” mean the asset-backed notes issued by Party B under the Indenture.

“Preliminary Prospectus Supplement” means any preliminary prospectus supplement prepared in connection with the public offering and sale of the Notes.

“Prospectus Supplement” means any preliminary prospectus supplement prepared in connection with the public offering and sale of the Notes.

“Qualified Counterparty” means a counterparty that (a) has Rated Debt and (b) becomes a party to this Agreement (or party to an agreement in form and substance satisfactory to Party B, the Servicer and the Indenture Trustee) in accordance with Part 5(e) of this Schedule and pursuant to documentation which is not less favorable to Party B than this Agreement.

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“Rated Debt” means, with respect to a counterparty, (1) in the case of S&P, (i) S&P assigns (x) a long-term debt rating equal to or higher than “A” to the counterparty, and (y) assigns a short-term debt rating equal to or higher than “A-1” to the counterparty (if the counterparty has both long-term and short-term debt ratings), or (ii) S&P assigns a long-term debt rating equal to or higher than “A+” to the counterparty (if the counterparty only has a long-term debt rating), (2) in the case of Moody’s (i) Moody’s assigns (x) a long-term debt rating equal to or higher than “A2” to the counterparty, and (y) a short-term debt rating equal to or higher than “Prime 1” to the counterparty (if the counterparty has both long-term and short-term debt ratings), or (ii) Moody’s assigns a long-term debt rating equal to or higher than “A1” to the counterparty (if the counterparty only has a long-term debt rating) and (3) in the case of Fitch, assigns a long-term unsecured and unsubordinated debt rating from Fitch of at least “A” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “F1”.

“Rating Agencies” means S&P, Moody’s and Fitch.

“Rating Agency Condition” means, with respect to any event or circumstance and each Rating Agency, either (a) written confirmation by such Rating Agency that the occurrence of such event or circumstance will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes or (b) in the case of Moody’s only, that such Rating Agency shall have been given notice of such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to the Notes.

“Relevant Entities” means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successor.

“Servicer” means Nissan Motor Acceptance Corporation or its successor.

(s) Amendments. Section 9(b) of this Agreement is hereby amended by inserting the following at the end thereof:

“it being a further condition to any such amendment or modification that the Rating Agency Condition shall have been satisfied.”

(t) Regulation AB Financial Disclosure.

Subject to the last two paragraphs of this Part 5 (t) of this Schedule, so long as Party B, the Depositor or any of such parties’ Affiliates (collectively, “Nissan”) shall file reports in respect of the Notes with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Party A agrees to Deliver within ten (10) calendar days of receipt of a written request therefor by Party B or the Depositor, such information relating to Party A as may be necessary to enable Nissan to comply with any SEC disclosure requirements, including without limitation information concerning Party A required by Items 1115 of Regulation AB and Forms 8-K, 10-D and 10-K. To the extent necessary to comply with Regulation AB, Party A shall obtain any necessary auditor’s consents related to any financial statements of Party A required to be incorporated by reference into any report filed by Nissan with the SEC and promptly to forward to the Depositor any such auditor consents obtained. The information provided, or authorized to be incorporated by reference, by Party A pursuant to this Part 5(t) is referred to as the “Additional Information.”

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For the purpose of this Part 5(t):

“Deliver” includes actual delivery or transmission of information in an EDGAR-compatible format or, in the case of any financial information required to be delivered pursuant to Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information available in an EDGAR-compatible format for incorporation by reference to the extent permitted by Regulation AB, together with actual delivery of all necessary auditor’s consents.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

“Regulation AB” means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is 10% or more, Party A shall within five (5) Local Business Days following receipt of request therefor provide the Additional Information required under Item 1115(b)(1) of Regulation AB for Party A. If Party A is unable to provide such information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and amount satisfactory to the Depositor, or (ii) cause a Qualified Counterparty (which satisfies the Rating Agency Condition and any other requirements of this Agreement) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this Part 5(t) hereof.

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is 20% or more, Party A shall within five (5) Local Business Days following receipt of request therefor provide the Additional Information required under Item 1115(b)(2) of Regulation AB for Party A. If Party A is unable to provide such information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, cause a Qualified Counterparty (which satisfies the Rating Agency Condition and any other requirements of this Agreement to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this Part 5(t) hereof.

Party A represents and warrants that the statements appearing under the headings, “Summary — Swap Counterparty” and “The Swap Counterparty”, in each of the Preliminary Prospectus Supplement dated [                                ] related to the issuance by Party B of the Notes (the “Preliminary Prospectus Supplement”) and the Prospectus Supplement dated [                                ] related to the issuance by Party B of the Notes (the “Prospectus Supplement”), except for the final sentence in each of the Preliminary Prospectus Supplement and the Prospectus Supplement under the heading “The Swap Counterparty,” which reads, “based on a reasonable good faith estimate of the maximum probable exposure, the Depositor has

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determined that the significance percentage of the Interest Rate Swap Agreement is less than 10%” (collectively, “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Party A expressly intends and agrees that any broker-dealer acting as an underwriter, placement agent or initial purchaser of the Notes (each, an “Underwriter”) are intended third-party beneficiaries of (i) the foregoing representation of Party A and (ii) the indemnity provided in the immediately succeeding paragraph.

Party A shall indemnify and hold harmless Nissan, each Underwriter, and each of Nissan’s and the Underwriters’ respective directors, officers and any person controlling Nissan or any Underwriter within the meaning of the Securities Act of 1933, as amended (collectively, each, an “indemnified party”), from and against any and all losses, claims, damages and liabilities (including reasonable legal fees and expenses) caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Additional Information or caused by any omission or alleged omission to state in the Prospectus Information or any Additional Information, as applicable, a material fact required to be stated therein or necessary to make the statements therein not misleading. Promptly after the indemnified party under this Part 5(t) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to this Part 5(t), promptly notify Party A in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies Party A of the commencement thereof, Party A shall be entitled to appoint counsel of Party A’s choice at Party A’s expense to represent the indemnified party in any action for which indemnification is sought (in which case Party A shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding Party A’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and Party A shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, (iii) Party A shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) Party A shall authorize the indemnified party to employ separate counsel at the expense of Party A. Party A will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of Party A, which consent shall not be unreasonably withheld.

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IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the date first above written.

NISSAN AUTO LEASE TRUST 20[ ]-[ ]
By:	[                    ] , not in  its individual capacity but solely as Owner Trustee
	By:
	Name:
	Title:

[                    ]

By:

Name: 

Title:

Issuer Swap Schedule

19

ISDA^®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA MASTER AGREEMENT

dated as of [                        ]

between

[                         ] (“Party A”)

and

NISSAN AUTO LEASE TRUST 20[      ]-[      ](“Party B”)

This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to Party A.

Accordingly, the parties agree as follows:

Paragraphs 1 — 12. Incorporation

Paragraphs 1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral Form) (ISDA Agreements Subject to New York Law Only) published in 1994 by the International Swaps and Derivatives Association, Inc. are incorporated herein by reference and made a part hereof:

Paragraph 13. Elections and Variables

(a) Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes no additional obligations of Secured Party and, for purposes of the definition of Obligations in Paragraph 12, includes no additional obligations of Pledgor.

(b) Credit Support Obligations.

(i) “Delivery Amount” has the meaning specified in Paragraph 3(a) as amended (I) by deleting the words “upon a demand made by the Secured Party on or promptly following a Valuation Date” and inserting in lieu thereof the words “not later than the close of business on each Valuation Date” and (II) by deleting in its entirety the sentence beginning “Unless otherwise specified in Paragraph 13” and ending “(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.” and inserting in lieu thereof the following:

The “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the greatest of

(A) the amount by which (a) the S&P Credit Support Amount for such Valuation Date exceeds (b) the S&P Value as of such Valuation Date of all Posted Credit Support held by the Secured Party,

Credit Support Annex

(B) the amount by which (a) the Moody’s First Trigger Credit Support Amount for such Valuation Date exceeds (b) the Value (as determined using the Moody’s Valuation Percentages) as of such Valuation Date of all Posted Credit Support held by the Secured Party,

(C) the amount by which (a) the Moody’s Second Trigger Credit Support Amount for such Valuation Date exceeds (b) the Value (as determined using the Moody’s Valuation Percentages) as of such Valuation Date of all Posted Credit Support held by the Secured Party, and

(D) the amount by which (a) the Fitch Credit Support Amount for such Valuation Date exceeds (b) the Value (determined using the Fitch Valuation Percentages) as of that Valuation Date of all Posted Credit Support held by the Secured Party.

“Return Amount” has the meaning specified in Paragraph 3(b) as amended by deleting in its entirety the sentence beginning “Unless otherwise specified in Paragraph 13” and ending “(ii) the Credit Support Amount.” and inserting in lieu thereof the following:

The “Return Amount” applicable to the Secured Party for any Valuation Date will equal the least of

(A) the amount by which (a) the S&P Value as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the S&P Credit Support Amount for such Valuation Date,

(B) the amount by which (a) the Value (as determined using the Moody’s Valuation Percentages) as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the Moody’s First Trigger Credit Support Amount for such Valuation Date,

(C) the amount by which (a) the Value (as determined using the Moody’s Valuation Percentages) as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the Moody’s Second Trigger Credit Support Amount for such Valuation Date, and

(D) the amount by which (a) the Value (determined using the Fitch Valuation Percentages) as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the Fitch Credit Support Amount for such Valuation Date.

(ii) “Credit Support Amount” means the greater of the S&P Credit Support Amount, the Fitch Credit Support Amount or the Moody’s Credit Support Amount, in each case as calculated on a daily basis by the Valuation Agent. The Credit Support Amount shall be calculated by reference to the provisions set forth in this Annex which would result in Party A transferring the greatest amount of Eligible Credit Support to Party B or, if applicable, which would result in Party B returning the least amount of Posted Credit Support. In circumstances where more than one of the Ratings Criteria or S&P Ratings

Credit Support Annex

2

Downgrade or Fitch Approved Ratings Downgrade or Fitch Required Ratings Downgrade apply, the Credit Support Amount shall be calculated by reference to the Ratings Criteria or S&P Ratings Downgrade, Fitch Approved Ratings Downgrade or Fitch Required Ratings Downgrade which would result in Party A transferring the greatest amount of Eligible Credit Support or, if applicable, which would result in Party B returning the least amount of Posted Credit Support.

(iii) Eligible Collateral. The following items will qualify as “Eligible Collateral”:

    VALUATION PERCENTAGE:

	Moody’s First
	Ratings	Moody’s Second	S&P Ratings
	Trigger	Ratings Trigger**	Downgrade**	Fitch **
(A) Cash: US Dollars
(B) U.S. Treasury Securities: negotiable debt obligations issued by the U.S. Treasury Department (“Treasuries”) having a remaining maturity of up to and not more than 1 year.
(C) Treasuries having a remaining maturity of greater than 1 year but not more than 10 years.
(D) Treasuries having a remaining maturity of greater than 10 years.
(E) Agency Securities: Debenture obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) (collectively, “Agency Securities”) having a remaining maturity of not more than 1 year.
(F) Agency Securities having a remaining maturity of greater than 1 year but not more than 5 years.
(G) Agency Securities having a remaining maturity of greater than 5 years but not more than 10 years.

Credit Support Annex

3

	Moody’s First
	Ratings	Moody’s Second	S&P Ratings
	Trigger	Ratings Trigger**	Downgrade**	Fitch **
(H) Agency Securities having a remaining maturity of greater than 10 years but not more than 20 years.
(I)  Agency Securities having a remaining maturity of greater than 20 years but not more than 30 years.
(J)  FHLMC Certificates. Mortgage participation certificates issued by FHLMC evidencing undivided interests or participations in pools of first lien conventional or FHA/VA residential mortgages or deeds of trust, guaranteed by FHLMC, and having a remaining maturity of not more than 30 years.
(K) FNMA Certificates. Mortgage-backed pass-through certificates issued by FNMA evidencing undivided interests in pools of first lien mortgages or deeds of trust on residential properties, guaranteed by FNMA, having a remaining maturity of not more than 30 years.
(L) GNMA Certificates. Mortgage-backed pass-through certificates issued by private entities, evidencing undivided interests in pools of first lien mortgages or deeds of trust on single family residences, guaranteed by the Government National Mortgage Association (GNMA) with the full faith and credit of the United States, and having a remaining maturity of not more than 30 years.

Credit Support Annex

4

	Moody’s First
	Ratings	Moody’s Second	S&P Ratings
	Trigger	Ratings Trigger**	Downgrade**	Fitch **
(M) Other. Other items of Credit Support approved in writing by each applicable rating agency with such valuation percentages as determined by each applicable rating agency.

* The Valuation Percentage shall equal the percentage specified under such Rating Agency’s name above. If Party A is rated by more than one Rating Agency specified above, the Valuation Percentage shall equal the lowest of the applicable percentages specified above.

** A parenthetical in the form of (a-b yr) means a security having a remaining maturity greater than or equal to a years and less than b years.

⁺  Subject to Rating Agency Condition with respect to S&P.

(iv) There shall be no “Other Eligible Support” for Party A for purposes of this Annex.

(v) Thresholds.

(A) “Independent Amount” means with respect to Party A: Not Applicable.

“Independent Amount” means with respect to Party B: Not Applicable.

(B) “Threshold” means with respect to Party A: Infinity; provided that for (a) so long as the Moody’s First Ratings Trigger Requirements apply and either (i) the Moody’s First Ratings Trigger Requirements have applied since this Annex was executed or (ii) at least 30 Local Business Days have elapsed since the last time the Moody’s First Ratings Trigger Requirements did not apply, the Threshold shall be zero; (b) so long as (i) a S&P Ratings Downgrade has occurred and has been continuing for at least 10 Local Business Days or since this Credit Support Annex was executed the Threshold shall be zero; or (c) so long as (i) a Fitch Approved Ratings Downgrade has occurred and has been continuing for at least 30 calendar days or since this Credit Support Annex was executed or (ii) a Fitch Required Ratings Downgrade has occurred and has been continuing, the Threshold shall be zero.

“Threshold” means with respect to Party B: Not Applicable.

(C) “Minimum Transfer Amount” means with respect to Party A, $50,000.

“Minimum Transfer Amount” means with respect to Party B, $50,000.

(D) Rounding. The Delivery Amount will be rounded up and the Return Amount will be rounded down to the nearest integral multiple of $10,000.00, respectively.

Credit Support Annex

5

(c) Valuation and Timing.

(i) “Valuation Agent” means Party A; provided, however, that if an Event of Default shall have occurred with respect to which Party A is the Defaulting Party, Party B shall have the right to designate as Valuation Agent an independent party, reasonably acceptable to Party A, the cost for which shall be borne by Party A. All calculations by the Valuation Agent must be made in accordance with standard market practice, including, in the event of a dispute as to the Value of any Eligible Credit Support or Posted Credit Support, by making reference to quotations received by the Valuation Agent from one or more pricing sources.

(ii) “Valuation Date” means: each Local Business Day on which the Credit Support Amount would be greater than zero.

(iii) “Valuation Time” means the close of business on the Local Business Day before the Valuation Date or date of calculation, as applicable;

provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 1:00 p.m., New York time, on a Local Business Day.

(d) Conditions Precedent. No event, other than the Additional Termination Event listed in Part 1.(g)(iii) of the Schedule (which shall constitute a “Specified Condition” with respect to Party A), shall constitute a “Specified Condition”.

(e) Substitution.

(i) “Substitution Date” means the Local Business Day in New York on which the Secured Party is able to confirm irrevocable receipt of the Substitute Credit Support, provided that (x) such receipt is confirmed before 3:00 p.m. (New York time) on such Local Business Day in New York and (y) the Secured Party has received, before 1:00 p.m. (New York time) on the immediately preceding Local Business Day in New York, the notice of substitution described in Paragraph 4(d)(i).

(ii) Consent. The Pledgor is not required to obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d).

(f) Dispute Resolution.

(i) “Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which a notice is given that gives rise to a dispute under Paragraph 5.

(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: for Cash, the U.S. dollar value thereof (except as modified below), and for each item of Eligible Collateral (except for Cash), an amount in U.S. dollars equal to the product of (i) either (A) the bid price for such security quoted on such day by a principal market-maker for such security selected in good faith by the Secured Party or (B) the most recent publicly available bid price for such security as reported by a quotation service or in a medium selected in good faith and in a commercially reasonable manner by Secured Party, multiplied by (ii) the percentage figure listed in Paragraph 13(b)(iii) hereof with respect to such security.

(iii) Alternative. The provisions of Paragraph 5 will apply.

Credit Support Annex

6

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Secured Party will not be entitled to hold Posted Collateral itself, and instead the Secured Party will be entitled to hold Posted Collateral through the Indenture Trustee (the “Custodian”) which Posted Collateral (i) shall not be commingled or used with any other asset held by the Indenture Trustee but shall be held in a separate trust account for this purpose only and (ii) shall not be transferred to any other person or entity but Party A pursuant to the provisions herein except (x) in any case contemplated by Paragraph 8(a) of this Annex with respect to Party A or (y) as directed by Party A; provided, however, that if the Custodian does not have a short-term debt rating of at least “A-1” by S&P, then, within 60 days, a third party custodian with a short-term debt rating of at least “A-1” by S&P must hold such Posted Collateral.

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Secured Party and without prejudice to Secured Party’s rights under Paragraph 8 of the Credit Support Annex, Secured Party will not take any action specified in such Section 6(c).

(h) Distributions and Interest Amount.

(i) The “Interest Rate”, with respect to Eligible Collateral in the form of Cash, for any day, will be the lesser of (x) the rate opposite the caption “Federal funds (effective)” for such day as published by the Federal Reserve Publication H.15 (519) or any successor publication as published by the Board of Governors of the Federal Reserve System and (y) the rate of interest actually received on such Cash.

(ii) The “Transfer of Interest Amount” will be made within 3 Local Business Days after the last Local Business Day of each calendar month in an amount not to exceed the interest actually received.

(iii) Alternative Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Additional Representations. None.

(j) Other Eligible Support and Other Posted Support. Not Applicable.

(k) Demands and Notices. All demands, specifications and notices made by a party to this Annex will be made to the following:

Party A:     As set forth in the Schedule.

Party B:     As set forth in the Schedule.

(l) Addresses for Transfers.

Party A:     Cash/Interest Payments: (USD Only):

                  Eligible Collateral (other than cash):

Party B:     Address: NISSAN AUTO LEASE TRUST 20[    ]-[    ]

                                         c/o [                        ]

Credit Support Annex

7

[                         ]

Attention: [                        ]

Telephone: [                        ]

Facsimile: [                        ]

(m) Other Provisions.

(i) This Credit Support Annex is a Security Agreement under the New York UCC.

(ii) Paragraph 1(b) of this Annex is amended by deleting it and restating it in full as follows:

“(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” mean Party B, and all references in this Annex to the “Pledgor” mean Party A; provided, however, that if Other Posted Support is held by Party B, all references herein to the Secured Party with respect to that Other Posted Support will be to Party B as the beneficiary thereof and will not subject that support or Party B as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.”

(iii) Paragraph 2 of this Annex is amended by deleting the first sentence thereof and restating that sentence in full as follows:

“Party A, as the Pledgor, hereby pledges to Party B, as the Secured Party, as security for the Pledgor’s Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder.”

(iv) Only Party A makes the representations contained in Paragraph 9 of this Annex.

(v) Paragraph 12 of this Annex is amended by deleting the definitions of “Pledgor” and “Secured Party” and replacing them with the following:”

“ ‘Secured Party’ means Party B. ‘Pledgor’ means Party A.” (vi) Paragraph 12 is hereby amended by adding, in alphabetical order, the following:

“ ‘Fitch’ means Fitch Ratings, or any successor to the rating business of such entity.”

“ ‘Moody’s’ means Moody’s Investor Services, Inc., or any successor to the rating business of such entity.”

“ ‘S&P’ means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating business of such entity.”

(vii) Notwithstanding anything to the contrary in Paragraph 10, the Pledgor will be responsible for, and will reimburse the Secured Party for, all transfer and other taxes and other costs and for maintenance involved in any Transfer of Eligible Collateral.

(viii) The provisions of Paragraph 7(iii) shall not apply to Party B.

Credit Support Annex

8

(n) S&P Criteria.

“S&P Credit Support Amount” means, if the Threshold is zero for any Valuation Date, (a) if a S&P Ratings Downgrade has occurred and has continued for 10 Local Business Days, an amount equal to 125% of the Secured Party’s Exposure or (b) if the Threshold is Infinity, zero.

“S&P Ratings Downgrade” means, with respect to a Relevant Entity, its short-term unsecured and unsubordinated debt rating is downgraded below “A-1” by S&P (or if its short-term rating is not available by S&P, its long-term unsecured and unsubordinated debt rating is downgraded below “A+” by S&P).

“S&P Value” means, on any date and with respect to any Eligible Collateral, the product of (A) the bid price (or face value with respect to Cash) obtained by the Valuation Agent for such Eligible Collateral and (B)(i) if the S&P Ratings Downgrade has occurred and been continuing for at least 10 Local Business Days or since this Annex was executed, the S&P Ratings Downgrade Valuation Percentage for such Eligible Collateral set forth in Paragraph 13(b)(iii). For purposes here, for Cash: the amount thereof: multiplied, in the case of the S&P Value, by the S&P Ratings Downgrade Valuation Percentage set forth in paragraph 13(b)(iii) above.

(o) Fitch Criteria.

“Fitch Approved Ratings” means Fitch assigns to the Relevant Entity a rating lower than the a long-term unsecured and unsubordinated debt rating from Fitch of at least “A” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “F1”.

“Fitch Approved Ratings Downgrade” mean Fitch assigns to the Relevant Entity a rating lower than the Fitch Approved Ratings.

“Fitch Credit Support Amount” means, with respect to a Fitch Approved Ratings Downgrade relating to an action taken by Fitch that has been continuing for at least thirty (30) days, an amount in USD equal to the sum of (a) Party B’s Exposure and (b) the Fitch Volatility Cushion. Fitch Volatility Cushion, as determined by the Valuation Agent for any date, means the Notional Amount of the Transaction on such date multiplied by the percentage for such date as set out in the table below on such date.

“Fitch Required Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “BBB-”.

“Fitch Required Ratings Downgrade” means Fitch (x) assigns to the Relevant Entity a rating lower than the Fitch Required Ratings or (y) withdraws its ratings of the Relevant Entity (each such event.

Fitch Volatility Cushion:

	Remaining Weighted Average Maturity
Fitch Note Rating	(years)
	1	2	3	4	5	6	7	8	9	10
At least “AA-”
“A+/A”
“A-/BBB+” or lower

Credit Support Annex

9

(p) Moody’s Criteria.

“Moody’s First Trigger Event” means that no Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings Threshold.

“Moody’s First Trigger Ratings Threshold” means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”.

“Moody’s Second Trigger Event” means that no Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold.

“Moody’s Second Trigger Ratings Threshold” means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.

Moody’s Credit Support Amount.* With respect to a Moody’s First Trigger Event or a Moody’s Second Trigger Event relating to an action taken by Moody’s, the “Credit Support Amount” shall mean with respect to a Pledgor on a Valuation Date the sum of:

(i) With respect to a Moody’s First Trigger Event:

(A) the greater of the Secured Party’s Exposure and $0, plus

(B) Notional Amount times the relevant percentage set out in Table B below.

(ii) With respect to a Moody’s Second Trigger Event:

(A) the greater of the Secured Party’s Exposure, $0 or the amount owed by Party A on the next Payment Date (as such term is defined in the Confirmation for each outstanding Transaction under this Agreement), plus

(B) Notional Amount times the relevant percentage set out in Table B below.

* To the extent that more than one of the Moody’s Credit Support Amount, the Fitch Credit Support Amount and the S&P Credit Support Amount apply, the greater of the three amounts shall be the Credit Support Amount.

Credit Support Annex

10

TABLE B

Weighted Average
Life of Hedge in	Moody’s First Trigger	Moody’s Second Trigger Event
Years	Event has Occurred	has Occurred

Credit Support Annex

11

Accepted and agreed:

[                        ]	NISSAN AUTO LEASE TRUST 20[     ]-[     ]
By:	By:	[                        ],
Name:		not in its individual capacity but solely as
Title:		Owner Trustee
Date:
		By:
		Name:
		Title:
		Date:

Credit Support Annex

12

SWAP TRANSACTION CONFIRMATION

Class A-[    ] Notes

Date:	[                        ]
To:	Nissan Auto Lease Trust 20[    ]-[    ] (“Party B”)
	[                        ]
	Attention: Nissan Auto Lease Trust 20[    ]-[    ]
	With a copy to: [                        ]
	Telephone: [                        ]
	Facsimile: [                        ]
From:	[                        ] (“Party A”)
	Attention: [                        ]
	Telephone: [                        ]
	Facsimile: [                        ]
Ref. No.	[                        ]

Dear Sir or Madam:

The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

1. The definitions and provisions contained in (i) the 2006 ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc, and (ii) the Indenture dated as of [                        ] (the “Indenture”) between Party B and [                        ], as indenture trustee, relating to the issuance by Party B of certain debt obligations, are incorporated into this Confirmation. In the event of any inconsistency between the ISDA Definitions and this Confirmation, this Confirmation will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Transaction Type:	Interest Rate Swap
Currency for Payments:	U.S. Dollars
Notional Amount:	For the Initial Calculation Period, the Notional Amount shall be equal to USD [                        ]. For each

Issuer Confirmation

	subsequent Calculation Period, the Notional Amount shall be equal to the aggregate note balance of the Class A-[    ] Notes on the first day of such Calculation Period. With respect to any Payment Date, the aggregate note balance of the Class A-[    ] Notes will be determined using the Servicer’s Certificate issued on the Determination Date immediately preceding the Payment Date (giving effect to any reductions of the note balance of the Class A-[    ] Notes reflected in such Servicer’s Certificate).
Initial Calculation Period:	[                        ] to but excluding [                        ].
Term:
Trade Date:	[                        ]
Effective Date:	[                        ]
Termination Date:	The earlier of (i) [                        ] and (ii) the date on which the note balance of the Class A-[    ] Notes is reduced to zero.
Business Day Convention:	Following
Business Day:	New York, Delaware, Tennessee and Texas
Fixed Amounts:
Fixed Rate Payer:	Party B
Calculation Period End Dates:	Monthly on the 15th of each month, commencing [                        ], through and including the Termination Date; No Adjustment.
Payment Dates:	Monthly on the 15th of each month, commencing [                        ], through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention.
Fixed Rate:	[                        ] %
Fixed Rate Day Count Fraction:	30/360

Issuer Confirmation

2

Floating Amounts:
Floating Rate Payer:	Party A
Calculation Period End Dates:	Monthly on the 15th of each month, commencing [                        ], through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention.
Payment Dates:	Monthly on the 15th of each month, commencing [                        ], through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention.
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	1 Month
Spread:	[                        ]
Initial LIBOR Setting:	1 Month USD-LIBOR-BBA
Floating Rate Day Count Fraction:	Actual/360
Reset Dates:	The first day of each Calculation Period.
Compounding:	Inapplicable
3. The additional provisions of this Confirmation are as follows:
Calculation Agent:	As set forth in the Agreement.
Payments to Party A:	[                        ]
	[ABA#                         ]
	[A/C:                         ]
Payments to Party B:	NISSAN AUTO LEASE TRUST 20[    ]-[    ]
	[                        ]
	[ABA #:                         ]
	[Acct:                         ]
	[Ref: LT 20[    ]-[    ] Collection Account – Class A-[    ] Notes]
	Attn: [                        ]
	Telephone: [                        ]

Issuer Confirmation

3

4. Documentation

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement, dated as of [                        ] (including the Schedule thereto) as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified herein. Unless otherwise provided in the Agreement, this Confirmation is governed by the laws of the State of New York.

The remainder of this page intentionally left blank.

Issuer Confirmation

4

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us.

Very truly yours,

[                                         ]

By:  

Name:

Title:

By:  

Name:

Title:

Accepted and confirmed as of the date first above written:

NISSAN AUTO LEASE TRUST 20[    ]-[    ]

By:	[                        ], not in its
	individual capacity but solely as owner trustee

    By:  

    Name: 

    Title:

Issuer Confirmation

5