8-K

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of Report:      October 29, 2003

(Date of earliest event reported)

NISSAN AUTO LEASE TRUST 2003-A

(Issuer with respect to the Notes)

(Exact name of registrant as specified in its charter)

NISSAN AUTO LEASING LLC II

(Originator of the Note Issuer and Transferor of the SUBI Certificate to the Note Issuer)

(Exact name of registrant as specified in its charter)

NILT TRUST

(Transferor of the SUBI Certificate to Nissan Auto Leasing LLC II)

(Exact name of registrant as specified in its charter)

NISSAN-INFINITI LT

(Issuer with respect to the SUBI Certificate)

(Exact name of registrant as specified in its charter)

DELAWARE	333-106763	Nissan Auto Leasing LLC II 95-4885574
	333-106763-01	Nissan-Infiniti LT 33-6466449
	333-106763-02	NILT Trust 52-6935346
	333-106763-03	Nissan Auto Lease Trust 2003-A
		51-6538955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

990 WEST 190TH STREET
TORRANCE, CALIFORNIA 90502

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 719-8583

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5
EXHIBIT 10.6
EXHIBIT 10.7
EXHIBIT 10.8
EXHIBIT 10.9

ITEM 5. OTHER EVENTS

     On October 29, 2003, pursuant to an Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, a Delaware statutory trust (“Nissan-Infiniti LT”), dated as of August 26, 1998, by and among NILT Trust, as grantor and initial beneficiary, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (the “Trustee”), Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent, as supplemented by a 2003-A SUBI Supplement, dated as of October 29, 2003 (the “2003-A SUBI Supplement”), NILT Inc., as Trustee, created a special unit of beneficial interest (the “2003-A SUBI”) in specified assets of Nissan-Infiniti LT, including certain closed-end retail vehicle lease contracts (the “Leases”), the related Nissan vehicles leased under the Leases and related property (collectively, the “2003-A SUBI Assets”). Also on October 29, 2003, NMAC, as servicer, Nissan-Infiniti LT and NILT Trust entered into a 2003-A Servicing Supplement, dated as of October 29, 2003 (the “2003-A Servicing Supplement”) and supplementing the Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the 2003-A SUBI Assets. On October 29, 2003, Nissan-Infiniti LT issued to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2003-A SUBI (the “2003-A SUBI Certificate”). NILT Trust sold the 2003-A SUBI Certificate to Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), pursuant to a SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the “SUBI Certificate Transfer Agreement”), by and between NILT Trust, as transferor, and NALL II, as transferee. NALL II further sold the 2003-A SUBI Certificate to Nissan Auto Lease Trust 2003-A, a Delaware statutory trust (the “Trust”), pursuant to a Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the “Trust SUBI Certificate Transfer Agreement”), by and between NALL II, as transferor, and the Trust, as transferee. The Trust was created pursuant to a Trust Agreement, dated as of May 13, 2003, as amended and restated by the Amended and Restated Trust Agreement, dated as of October 29, 2003 (the “Amended and Restated Trust Agreement”), by and between NALL II, as transferor, and Wilmington Trust, as owner trustee (the “Owner Trustee”). On October 29, 2003, the Trust caused the issuance, pursuant to an Indenture, dated as of October 29, 2003 (the “Indenture”), by and between the Trust, as issuer, and U.S. Bank, as indenture trustee (the “Indenture Trustee”), of notes in the following classes: Class A-1, Class A-2, Class A-3a and Class A-3b (collectively, the “Notes”). The Trust, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee, entered into that certain Trust Administration Agreement, dated as of October 29, 2003 (the “Trust Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. On October 29, 2003, NMAC, Nissan-Infiniti LT, NILT Trust, NALL II, the Trust, and the Indenture Trustee entered into a Back-Up Security Agreement, dated as of October 29, 2003 (the “Back-Up Security Agreement”), relating to the security interest of the Indenture Trustee in the 2003-A SUBI Assets. Also on October 29, 2003, the Trust, the Indenture Trustee, and U.S. Bank, in its capacity as securities intermediary (the “Securities Intermediary”), entered into a Control Agreement, dated as of October 29, 2003 (the “Control Agreement”), relating to the reserve account established for the benefit of the holders of the Notes. The Notes, with an aggregate principal balance of $1,239,700,000.00, were sold to J.P. Morgan Securities Inc., as the representative of several underwriters (the “Underwriters”), pursuant to an Underwriting Agreement, dated October 21, 2003, by and among NALL II, NMAC and J.P. Morgan Securities Inc., on behalf of itself and as a representative of the Underwriters. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-1 and Amendment No. 1 and Amendment No. 2 thereto (Commission File Nos. 333-106763, 333-106763-01, 333-106763-02, 333-106763-03). With respect to the foregoing transactions, the Trust, as issuer, NILT Trust, as grantor and initial beneficiary (in such capacity, the “UTI Beneficiary”), Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, as Owner Trustee and Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee, entered into that certain Agreement of Definitions, dated as of October 29, 2003 (the “Agreement of Definitions”).

     Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Agreement of Definitions, as Exhibit 10.2 is the 2003-A SUBI Supplement, as Exhibit 10.3 is the 2003-A Servicing Supplement, as Exhibit 10.4 is the Amended and Restated Trust Agreement for Nissan Auto Lease Trust 2003-A, as Exhibit 10.5 is the Trust Administration Agreement, as Exhibit 10.6 is the Back-Up Security Agreement, as Exhibit 10.7 is the Control Agreement, as Exhibit 10.8 is the SUBI Certificate Transfer Agreement, and as Exhibit 10.9 is the Trust SUBI Certificate Transfer Agreement.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of October 29, 2003, by and between the Trust, as issuer, and U.S. Bank, as Indenture Trustee.
Exhibit 10.1	Agreement of Definitions, dated as of October 29, 2003, by and among the Trust, as issuer, NILT Trust, as grantor and

	UTI Beneficiary, Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, as Owner Trustee and Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee.
Exhibit 10.2	2003-A SUBI Supplement, dated as of October 29, 2003, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust, as Delaware trustee, and U.S. Bank, as trust agent.
Exhibit 10.3	2003-A Servicing Supplement, dated as of October 29, 2003, by and among Nissan-Infiniti LT, as titling trust, NILT Trust, as UTI Beneficiary, and NMAC, as servicer.
Exhibit 10.4	Amended and Restated Trust Agreement for the Trust, dated as of October 29, 2003, by and between NALL II, as transferor, and Wilmington Trust, as Owner Trustee.
Exhibit 10.5	Trust Administration Agreement, dated as of October 29, 2003, by and among the Trust, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
Exhibit 10.6	Back-Up Security Agreement, dated as of October 29, 2003, by and among NMAC, Nissan-Infiniti LT, NILT Trust, NALL II, as transferor, the Trust, and U.S. Bank, as Indenture Trustee.
Exhibit 10.7	Control Agreement, dated as of October 29, 2003, by and among the Trust, U.S. Bank, as Indenture Trustee and secured party, and U.S. Bank, as Securities Intermediary.
Exhibit 10.8	SUBI Certificate Transfer Agreement, dated as of October 29, 2003, by and between NILT Trust, as transferor, and NALL II, as transferee.
Exhibit 10.9	Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003, by and between NALL II, as transferor, and the Trust, as transferee.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Date: November 12, 2003
	NISSAN AUTO LEASING LLC II
	By:	/s/ Steven R. Lambert
		Name: Steven R. Lambert Title: President
	NISSAN AUTO LEASE TRUST 2003-A
	By:	Nissan Auto Leasing LLC II, solely as originator of Nissan Auto Lease Trust 2003-A

By:	/s/ Steven R. Lambert
	Name: Steven R. Lambert Title: President

NILT TRUST
By:	Nissan Motor Acceptance Corporation, solely as grantor and beneficiary

By:	/s/ Steven R. Lambert
	Name: Steven R. Lambert Title: President

NISSAN-INFINITI LT
By:	Nissan Motor Acceptance Corporation, solely as originator of Nissan-Infiniti LT

By:	/s/ Steven R. Lambert
	Name: Steven R. Lambert Title: President

EXHIBIT INDEX

Item 601(a) of Regulation S-K

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of October 29, 2003, by and between the Trust, as issuer, and U.S. Bank, as Indenture Trustee.
Exhibit 10.1	Agreement of Definitions, dated as of October 29, 2003, by and among the Trust, as issuer, NILT Trust, as grantor and UTI Beneficiary, Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, as Owner Trustee and Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee.
Exhibit 10.2	2003-A SUBI Supplement, dated as of October 29, 2003, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust, as Delaware trustee, and U.S. Bank, as trust agent.
Exhibit 10.3	2003-A Servicing Supplement, dated as of October 29, 2003, by and among Nissan-Infiniti LT, as titling trust, NILT Trust, as UTI Beneficiary, and NMAC, as servicer.
Exhibit 10.4	Amended and Restated Trust Agreement for the Trust, dated as of October 29, 2003, by and between NALL II, as transferor, and Wilmington Trust, as Owner Trustee.
Exhibit 10.5	Trust Administration Agreement, dated as of October 29, 2003, by and among the Trust, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
Exhibit 10.6	Back-Up Security Agreement, dated as of October 29, 2003, by and among NMAC, Nissan-Infiniti LT, NILT Trust, NALL II, as transferor, the Trust, and U.S. Bank, as Indenture Trustee.
Exhibit 10.7	Control Agreement, dated as of October 29, 2003, by and among the Trust, U.S. Bank, as Indenture Trustee and secured party, and U.S. Bank, as Securities Intermediary.
Exhibit 10.8	SUBI Certificate Transfer Agreement, dated as of October 29, 2003, by and between NILT Trust, as transferor, and NALL II, as transferee.
Exhibit 10.9	Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003, by and between NALL II, as transferor, and the Trust, as transferee.

EX-4.1 3 a94371exv4w1.txt EXHIBIT 4.1 Exhibit 4.1 - -------------------------------------------------------------------------------- NISSAN AUTO LEASE TRUST 2003-A $240,300,000 1.16563% Asset Backed Notes, Class A-1 $277,000,000 1.69000% Asset Backed Notes, Class A-2 $379,950,000 Floating Rate Asset Backed Notes, Class A-3a $342,450,000 2.57000% Asset Backed Notes, Class A-3b NISSAN AUTO LEASE TRUST 2003-A and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, --------------------- INDENTURE Dated as of October 29, 2003 --------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE ARTICLE One DEFINITIONS................................................................................. 1 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................................................................................... 3 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.................................................. 5 SECTION 2.06 Persons Deemed Owners....................................................................... 6 SECTION 2.07 Cancellation................................................................................ 6 SECTION 2.08 Release of Collateral....................................................................... 7 SECTION 2.09 Book-Entry Notes............................................................................ 7 SECTION 2.10 Notices to Clearing Agency.................................................................. 7 SECTION 2.11 Definitive Notes............................................................................ 8 SECTION 2.12 Authenticating Agents....................................................................... 8 SECTION 2.13 The Interest Rate Cap Agreement............................................................. 9 SECTION 2.14 Tax Treatment............................................................................... 10 ARTICLE Three COVENANTS................................................................................... 10 SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Transferor............................ 10 SECTION 3.02 Maintenance of Office or Agency............................................................. 10 SECTION 3.03 Money for Payments to be Held in Trust...................................................... 10 SECTION 3.04 Existence................................................................................... 12 SECTION 3.05 Protection of Trust Estate.................................................................. 12 SECTION 3.06 Opinions as to Trust Estate................................................................. 13 SECTION 3.07 Performance of Obligations; Servicing of the 2003-A SUBI Assets............................. 13 SECTION 3.08 Negative Covenants.......................................................................... 14 SECTION 3.09 Trust Certificates and Reports.............................................................. 15 SECTION 3.10 Restrictions on Certain Other Activities.................................................... 16 SECTION 3.11 Notice of Defaults.......................................................................... 16 SECTION 3.12 Further Instruments and Acts................................................................ 16 SECTION 3.13 Delivery of the 2003-A SUBI Certificate..................................................... 16 SECTION 3.14 Compliance with Laws........................................................................ 17 SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms......................................... 17 SECTION 3.16 Successor or Transferee..................................................................... 19 SECTION 3.17 Removal of the Administrative Agent......................................................... 19 ARTICLE Four SATISFACTION AND DISCHARGE.................................................................. 19 SECTION 4.01 Satisfaction and Discharge of Indenture..................................................... 19 SECTION 4.02 Application of Trust Money.................................................................. 20 SECTION 4.03 Repayment of Monies Held by Paying Agent.................................................... 20 ARTICLE Five INDENTURE DEFAULT........................................................................... 21 SECTION 5.01 Indenture Defaults.......................................................................... 21

-i- TABLE OF CONTENTS (CONTINUED)

PAGE SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default....................................... 22 SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee................... 23 SECTION 5.04 Remedies; Priorities........................................................................ 25 SECTION 5.05 Optional Preservation of the Trust Estate................................................... 26 SECTION 5.06 Limitation of Suits......................................................................... 27 SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest....................... 27 SECTION 5.08 Restoration of Rights and Remedies.......................................................... 28 SECTION 5.09 Rights and Remedies Cumulative.............................................................. 28 SECTION 5.10 Delay or Omission Not a Waiver.............................................................. 28 SECTION 5.11 Control by Noteholders...................................................................... 28 SECTION 5.12 [Reserved].................................................................................. 29 SECTION 5.13 Undertaking for Costs....................................................................... 29 SECTION 5.14 Waiver of Stay or Extension Laws............................................................ 29 SECTION 5.15 Action on Notes............................................................................. 29 SECTION 5.16 Performance and Enforcement of Certain Obligations.......................................... 29 SECTION 5.17 Sale of Trust Estate........................................................................ 30 ARTICLE Six THE INDENTURE TRUSTEE....................................................................... 31 SECTION 6.01 Duties of Indenture Trustee................................................................. 31 SECTION 6.02 Rights of Indenture Trustee................................................................. 32 SECTION 6.03 Individual Rights of Indenture Trustee...................................................... 33 SECTION 6.04 Indenture Trustee's Disclaimer.............................................................. 33 SECTION 6.05 Notice of Defaults.......................................................................... 34 SECTION 6.06 Reports by Indenture Trustee to Noteholders................................................. 34 SECTION 6.07 Compensation and Indemnity.................................................................. 34 SECTION 6.08 Replacement of Indenture Trustee............................................................ 35 SECTION 6.09 Successor Indenture Trustee by Merger....................................................... 36 SECTION 6.10 Appointment of Co-Trustee or Separate Trustee............................................... 37 SECTION 6.11 Eligibility; Disqualification............................................................... 38 SECTION 6.12 Trustee as Holder of the 2003-A SUBI Certificate............................................ 38 SECTION 6.13 Representations and Warranties of Indenture Trustee......................................... 39 SECTION 6.14 Furnishing of Documents..................................................................... 39 SECTION 6.15 Interest Rate Cap Agreement Provisions...................................................... 39 SECTION 6.16 Preferred Collection of Claims Against Issuer............................................... 40 ARTICLE Seven NOTEHOLDERS' LISTS AND REPORTS.............................................................. 40 SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses.................................... 40 SECTION 7.02 Preservation of Information; Communications to Noteholders.................................. 41 SECTION 7.03 Reports by Issuer........................................................................... 41 SECTION 7.04 Reports by Indenture Trustee................................................................ 42 ARTICLE Eight ACCOUNTS, DISBURSEMENTS AND RELEASES........................................................ 42 SECTION 8.01 Collection of Money......................................................................... 42 SECTION 8.02 Accounts.................................................................................... 42 SECTION 8.03 Payment Date Certificate.................................................................... 43

-ii- TABLE OF CONTENTS (CONTINUED)

PAGE SECTION 8.04 Disbursement of Funds................................................................... 44 SECTION 8.05 General Provisions Regarding Accounts................................................... 48 SECTION 8.06 Release of Trust Estate................................................................. 48 SECTION 8.07 Release of Interest In 2003-A Leases and 2003-A Vehicles Upon Purchase or Reallocation by the Servicer............................................................ 49 SECTION 8.08 Opinion of Counsel...................................................................... 49 ARTICLE Nine SUPPLEMENTAL INDENTURES................................................................. 50 SECTION 9.01 Supplemental Indentures Without Consent of Noteholders.................................. 50 SECTION 9.02 Supplemental Indentures With Consent of Noteholders..................................... 51 SECTION 9.03 Execution of Supplemental Indentures.................................................... 52 SECTION 9.04 Effect of Supplemental Indenture........................................................ 53 SECTION 9.05 Reference in Notes to Supplemental Indentures........................................... 53 ARTICLE Ten REDEMPTION OF NOTES..................................................................... 53 SECTION 10.01 Redemption.............................................................................. 53 SECTION 10.02 Form of Redemption Notice............................................................... 54 SECTION 10.03 Notes Payable on Redemption Date........................................................ 54 ARTICLE Eleven MISCELLANEOUS........................................................................... 54 SECTION 11.01 Compliance Certificates and Opinions.................................................... 54 SECTION 11.02 Form of Documents Delivered to Indenture Trustee........................................ 56 SECTION 11.03 Acts of Noteholders..................................................................... 57 SECTION 11.04 Notices................................................................................. 58 SECTION 11.05 Notices to Noteholders; Waiver.......................................................... 58 SECTION 11.06 Effect of Headings and Table of Contents................................................ 59 SECTION 11.07 Successors and Assigns.................................................................. 59 SECTION 11.08 Severability............................................................................ 59 SECTION 11.09 Benefits of Indenture................................................................... 59 SECTION 11.10 Legal Holidays.......................................................................... 59 SECTION 11.11 Governing Law........................................................................... 59 SECTION 11.12 Counterparts............................................................................ 59 SECTION 11.13 Recording of Indenture.................................................................. 59 SECTION 11.14 Trust Obligation........................................................................ 60 SECTION 11.15 No Petition............................................................................. 60 SECTION 11.16 No Recourse............................................................................. 60 SECTION 11.17 Inspection.............................................................................. 61 SECTION 11.18 Limitation of Liability of Owner Trustee................................................ 61 SECTION 11.19 Assignment of the Interest Rate Cap Agreement........................................... 61 SECTION 11.20 Conflict with Trust Indenture Act....................................................... 63

EXHIBITS Exhibit A - Form of Notes .................................. A-1 Exhibit B - Form of Depository Agreement ................... B-1 -iii- Reconciliation and tie between the Trust Indenture Act of 1939 and Indenture

TIA Indenture Section Section - ------- ------- 310(a) (1)........................................................................6.11 (a) (2)........................................................................6.11 (a) (3)..................................................................6.10(b)(i) (a) (4)........................................................................6.12 (a) (5)........................................................................6.11 (b)............................................................................6.08 6.11 11.04 (c)............................................................................N.A. 311(a) ...........................................................................6.16 (b) ...........................................................................6.16 (c) ...........................................................................N.A. 312(a) ...........................................................................7.01 (b) ........................................................................7.02(b) (c) ........................................................................7.02(c) 313(a) ...........................................................................7.04 (b) (1)........................................................................7.04 (b) (2)........................................................................7.04 (c) ...........................................................................7.04 11.04 (d) ...........................................................................7.04 314(a) ...........................................................................7.03 3.09 11.04 (b) ..........................................................................11.13 (c) (1) ......................................................................11.01 6.02 8.06(a) (c) (2) ......................................................................11.01 3.06 3.15 6.02 8.06(a) 8.08 (c) (3).......................................................................11.01 (d) .......................................................................11.01(b) (e) ..........................................................................11.01 (f) ...........................................................................N.A. 315(a) ...........................................................................6.01

-i- (b) ...........................................................................6.05 (c) ...........................................................................N.A. (d) ........................................................................6.01(c) (e) ...........................................................................5.13 316(a)(1) (A).....................................................................5.11 6.01(c) (a)(1) (B).....................................................................5.12 (a)(2).........................................................................N.A. (b) ...........................................................................5.07 (c) ...........................................................................N.A. 317(a) (1) .......................................................................5.04 (a) (2) ....................................................................5.03(c) 5.03(d) (b) ...........................................................................3.03 318(a) ..........................................................................11.20 - ----------- (1) This reconciliation table and tie shall not, for any purpose be deemed to be part of the Indenture. (2) N.A. means not applicable. -ii- INDENTURE This Indenture, dated as of October 29, 2003 (the "Indenture"), is between the Nissan Auto Lease Trust 2003-A, a Delaware statutory trust (the "Issuer"), and U.S. Bank National Association a national banking association ("U.S. Bank"),, as trustee (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's 1.16563% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), 1.69000% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), Floating Rate Asset Backed Notes, Class A-3a (the "Class A-3a Notes") 2.57000% Asset Backed Notes, Class A-3b (the "Class A-3b Notes") (the "Class A-3b Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3a Notes, the "Notes"): GRANTING CLAUSE The Issuer, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders and the Trust Certificateholders all of the Issuer's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"), in each case as such terms are defined herein. The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected. ARTICLE ONE DEFINITIONS SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among the Issuer, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), in its individual capacity, as servicer and as administrative agent (in such capacity, the "Servicer" and the "Administrative Agent," respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust Company, a Delaware banking corporation, as owner trustee and Indenture Delaware trustee (in such capacity, the "Owner Trustee" and the "Delaware Trustee," respectively) and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the "Trust Agent"). SECTION 1.02 Interpretation. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Indenture include all Exhibits hereto, (iii) references to words such as "herein," "hereof" and the like shall refer to this Indenture as a whole and not to any particular part, Article or Section within this Agreement, (iv) references to an Article or Section such as "Article Twelve" or "Section 12.01" shall refer to the applicable Article or Section of this Indenture, (v) the term "include" and all variations thereof shall mean "include without limitation," (vi) the term "or" shall include "and/or," (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Any reference in this Indenture to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this Indenture to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Indenture to a Person shall include the successors or assignee of such Person. SECTION 1.03 Incorporation by Reference Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "Commission" means the Securities and Exchange Commission. "indenture securities" means the Notes. "indenture security holder" means a Noteholder. "indenture to be qualified" means this Indenture. "indenture trustee or "institutional trustee" means the Indenture Trustee. "obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities. All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings so assigned to them. Indenture 2 ARTICLE TWO THE NOTES SECTION 2.01 Form. The Notes, together with the Indenture Trustee's certificate of authentication, shall be in substantially the form set forth as Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note. The terms of the Notes set forth in Exhibit A hereto are part of the terms of this Indenture. SECTION 2.02 Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer. The signature of any authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time authorized officers of the Owner Trustee shall bind the Issuer, notwithstanding that any such individuals have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall, upon receipt of a Issuer Order, authenticate and deliver for original issue the following aggregate principal amounts of the Notes: (i) $240,300,000 of Class A-1 Notes, (ii) $277,000,000 of Class A-2 Notes, (iii) $379,950,000 of Class A-3a Notes and (iv) $342,450,000 of Class A-3b Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3a Notes and Class A-3b Notes outstanding at any time may not exceed such respective amounts, except as provided in Section 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered notes in book-entry form in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof. No Note may be sold, pledged or otherwise transferred to any Person except in accordance with Section 2.03 and any attempted sale, pledge or transfer in violation of such Section shall be null and void. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the Owner Trustee may execute, on behalf of the Issuer, and upon receipt of a Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, Indenture 3 typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the related Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, such temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. SECTION 2.04 Registration; Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes by the Note Registrar. The Indenture Trustee is hereby initially appointed the "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. In the event, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall appoint another bank or trust company, having an office located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar under this Indenture. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of such appointment and the location, and any change in such location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee, one or more new Notes in any authorized denominations, of a like aggregate principal amount. (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 Indenture 4 requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, including appropriate tax documentation, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (e) No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to Sections 2.03 or 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note (i) selected for redemption or (ii) for a period of 15 days preceding the due date for any payment with respect to such Note. SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer, the Owner Trustee and the Indenture Trustee harmless, then, in the absence of notice to the Owner Trustee, the Note Registrar or the Indenture Trustee that such Note has been acquired by a "protected purchaser" (as contemplated by Article Eight of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and upon receipt of a Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (but not a mutilated Note) shall have become or within seven days shall become due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a "protected purchaser" (as contemplated by Article Eight of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a "protected purchaser" (as contemplated by Article Eight of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. Indenture 5 Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture Trustee may require the payment by the related Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.06 Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and their respective agents may treat the Person in whose name any Note is registered (as of the date of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, and none of the Issuer, the Indenture Trustee or any of their respective agents shall be affected by notice to the contrary. SECTION 2.07 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by a Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and that such Notes have not been previously disposed of by the Indenture Trustee. SECTION 2.08 Release of Collateral. Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the Lien of this Indenture only upon receipt of a Issuer Request, accompanied by an Officer's Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes, upon original issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. One fully registered Note shall Indenture 6 be issued with respect to each $500 million in principal amount of each Class of Notes or such lesser amount as necessary. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner's interest in such Note except as provided in Section 2.11. Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.11: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall have no obligation to Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency or Clearing Agency Participants; pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. SECTION 2.10 Notices to Clearing Agency. Whenever a notice or other communication to Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners. SECTION 2.11 Definitive Notes. If (i)(A) the Transferor, the Owner Trustee or the Administrative Agent advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Transferor, the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor (and if the Administrative Agent has made such determination, the Administrative Agent has given written notice thereof to the Indenture Trustee), (ii) the Transferor, the Indenture Trustee or the Administrative Agent at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Note Owners representing in the aggregate not less than 51% Indenture 7 of the Outstanding Amount, voting as a single class, advise the Indenture Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify all Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this Indenture. None of the Issuer, Owner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Indenture Trustee, the Issuer and the Administrative Agent shall not be liable if the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to their addresses of record in the Note Register as of the relevant Deposit Date. Such notices shall be deemed to have been given as of the date of mailing. If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Owner Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Deposit Date, within five days thereafter and (ii) as of not more than ten days prior to the time such list is furnished, within 30 days after receipt by the Owner Trustee of a written request therefor. SECTION 2.12 Authenticating Agents. Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture Trustee. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the Indenture 8 agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuer. The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto, and the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to Section 6.07. The provisions of Sections 2.07 and 6.04 shall be applicable to any Authenticating Agent. SECTION 2.13 The Interest Rate Cap Agreement. (a) On the Closing Date, the Issuer shall execute and deliver the Interest Rate Cap Agreement. (b) Subject to Section 11.19 hereof, the Indenture Trustee shall take all steps necessary to enforce the Issuer's rights under the Interest Rate Cap Agreement, including receiving payments from the Cap Provider when due and exercising the Issuer's rights under the Interest Rate Cap Agreement including, without limitation, if either the long-term senior unsecured debt rating of JPMorgan Chase Bank is downgraded below "A1" by Moody's, "A+" by Standard & Poor's, "A+" by Fitch (if rated by Fitch) or the short-term debt rating of JPMorgan Chase Bank is reduced below "P-1 by Moody's, below "A-1" by Standard & Poor's or "F-1" by Fitch (if rated by Fitch), the right to require the Cap Provider to obtain a guarantee of its obligations or to substitute a replacement cap provider (subject to the assumption by the replacement cap provider of the Cap Provider's obligations under the Interest Rate Cap Agreement) within 30 days of the occurrence of such reduction, or in certain circumstances, post collateral, in each case in accordance with the terms of the Interest Rate Cap Agreement. (c) Pursuant to the Interest Rate Cap Agreement, U.S. Bank will be designated calculation agent ("Calculation Agent"), and in such capacity, on each Interest Determination Date, will calculate the interest rate with respect to the Class A-3a Notes. All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on Class A-3a Noteholders. SECTION 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness. ARTICLE THREE COVENANTS SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Transferor. The Issuer shall duly and punctually (i) pay the principal of and interest on the Notes in Indenture 9 accordance with the terms of the Notes and this Indenture and (ii) cause the Servicer to direct the Indenture Trustee to release from the Note Distribution Account all other amounts distributable or payable from the Owner Trust Estate (including distributions to be made to the Trust Certificateholders on any Payment Date) under the Trust Agreement and Servicing Agreement. Without limiting the foregoing, subject to Section 8.04, the Issuer shall cause the Servicer to direct the Indenture Trustee to apply all amounts on deposit in the Note Distribution Account on each Payment Date that have been deposited therein for the benefit of the Notes. Amounts properly withheld under the Code by any Person from a payment to any Noteholder or Trust Certificateholder of interest or principal (or other amounts) shall be considered to have been paid by the Issuer to such Noteholder or Trust Certificateholder for all purposes of this Indenture. SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on behalf of the Issuer, shall maintain at the Corporate Trust Office or at such other location in the Borough of Manhattan, The City of New York, chosen by the Note Registrar, acting for the Issuer, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices to and demands upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. SECTION 3.03 Money for Payments to be Held in Trust. As provided in Sections 5.04(b) and 8.04, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account and Reserve Account shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for payments on Notes shall be paid over to the Issuer except as provided in this Section. All payments of amounts due and payable with respect to any Notes or Trust Certificates that are to be made from amounts withdrawn from the Note Distribution Account or Reserve Account pursuant to Sections 3.01, 4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes or Trust Certificates shall be paid over to the Issuer or the Owner Trustee, except as provided by this Section. On each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited (including the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account) into the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of any failure by the Issuer to effect such deposit. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee Indenture 10 an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section, that such Paying Agent shall: (a) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge (or any other obligor upon the Notes, if any) in the making of any payment required to be made with respect to the Notes; (c) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to Children's Hospital Los Angeles upon presentation thereto of an Issuer, and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. If any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 8.04(d), the Indenture Trustee will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such Indenture 11 publication, any unclaimed balance of such money then remaining will be paid to Children's Hospital Los Angeles. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment specified by the Issuer or the Administrative Agent. SECTION 3.04 Existence. The Issuer shall keep in full effect its existence, rights and franchises as a trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. SECTION 3.05 Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Administrative Agent and delivered to the Issuer, and shall take such other action necessary or advisable to: (a) Grant more effectively all or any portion of the Trust Estate; (b) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (c) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (d) enforce any of the Collateral (including all rights under the Interest Rate Cap Agreement); (e) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Persons; or (f) pay all taxes or assessments levied or assessed upon the Trust Estate when due. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute all financing statements, continuation statements or other instruments required to be executed pursuant to this Section. SECTION 3.06 Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel, the execution Indenture 12 and delivery of the Indenture and the delivery for value to and taking of physical possession in the State of New York by the Indenture Trustee of the 2003-A SUBI Certificate, endorsed or registered in the name of the Indenture Trustee, will create a valid first priority perfected security interest, for the benefit of the Indenture Trustee on behalf of the holders of the Notes, in the Issuer's right, title and interest in the 2003-A SUBI Certificate. (b) Upon written request by the Indenture Trustee, on or before June 30 of each calendar year, beginning with June 30, 2004, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to continue the lien and security interest of the Indenture Trustee in the Collateral and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to continue such lien and security interest. SECTION 3.07 Performance of Obligations; Servicing of the 2003-A SUBI Assets. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Administrative Agent, that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons, to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrative Agent, and the Administrative Agent has agreed, to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall, and, shall cause the Administrative Agent and the Servicer to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer, as a party to the Basic Documents and as Holder of the 2003-A SUBI Certificate, shall not, and shall cause the Servicer and the Administrative Agent not to, modify, amend, supplement, waive or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee or the Noteholders of at least a Majority Interest of the Notes or such greater percentage as may be specified in the particular provision or Basic Document. (d) If the Indenture Trustee or an Authorized Officer of the Issuer shall have knowledge of the occurrence of a Servicer Default, such entity shall promptly notify the other entity and each Rating Agency thereof, and shall specify in such notice the action, if any, the other entity is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer Indenture 13 to perform any of its duties or obligations under the Servicing Agreement with respect to the 2003-A SUBI Assets, the Issuer shall take all reasonable steps available to it to remedy such failure. Upon the occurrence of a Servicer Default with respect to the 2003-A SUBI or the Trust Assets allocated thereto, the Indenture Trustee may terminate all of the rights and obligations of the Servicer with respect to the 2003-A SUBI and the Trust Assets allocated thereto only, and a successor Servicer shall be appointed pursuant to the Servicing Agreement. (e) Upon any termination of the Servicer's rights and powers or resignation of the Servicer pursuant to the Servicing Agreement, the Issuer or the Indenture Trustee shall promptly notify the other entity thereof. As soon as a successor Servicer is appointed pursuant to the Servicing Agreement, the Issuer or the Indenture Trustee shall notify the other entity of such appointment, specifying in such notice the name and address of such successor Servicer. SECTION 3.08 Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not: (a) engage in any activities other than financing, acquiring, owning, pledging and managing the 2003-A SUBI Certificate as contemplated by this Indenture and the other Basic Documents; (b) except as expressly permitted herein and in the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuer, including those assets included in the Trust Estate, unless directed to do so by the Indenture Trustee; (c) claim any credit on or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (d) except as may be permitted expressly hereby (i) permit the validity or effectiveness of this Indenture to be impaired, permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate, any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics' liens and other liens that arise by operation of law, in each case on any 2003-A SUBI Asset and arising solely as a result of an action or omission of the related Lessee) or (iii) except as otherwise provided in the Basic Documents, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics' or other lien) security interest in the Trust Estate; (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (f) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part. Indenture 14 SECTION 3.09 Trust Certificates and Reports. (a) The Issuer shall deliver to the Indenture Trustee and each Rating Agency, on or before the last day of the third month after the end of each fiscal year of the Issuer, beginning with June 30, 2004, an Officer's Certificate stating, as to the Authorized Officer signing such Officer's Certificate, that: (i) a review of the activities of the Issuer during the 12 months of the prior fiscal year of the Issuer ended such calendar year (or such shorter period in the case of the first such Officer's Certificate) and of the Issuer's performance under this Indenture has been made under such Authorized Officer's supervision; (ii) to the best of such Authorized Officer's knowledge, based on such review: (A) all the dispositions of Collateral and cash payments out of the Accounts described in clauses (A) and (B) of Section 11.01(b)(v) that occurred during the preceding 12 month period (or shorter period in the case of the first such Officer's Certificate) were made in the ordinary course of the Issuer's business and the proceeds thereof were applied in accordance with the Basic Documents; and (B) the Issuer has complied with all conditions and covenants under this Indenture throughout 12 month period of the prior fiscal year of the Issuer ended such calendar year (or such shorter period in the case of the first such Officer's Certificate), or, if there has been a Default in the compliance of any such condition or covenant, specifying each such Default known to such Authorized Officer and the nature and status thereof. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year unless the fiscal year of the Servicer ends on some other date, in which case, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided in the Basic Documents, unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not: (i) engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 2003-A SUBI Certificate in the manner contemplated by the Basic Documents and activities incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). Indenture 15 SECTION 3.11 Notice of Defaults. The Issuer agrees to give the Indenture Trustee and each Rating Agency prompt written notice of each Indenture Default hereunder on the part of the Administrative Agent and each Cap Event of Default on the part of the Cap Provider under the Interest Rate Cap Agreement. In addition, on (i) any Payment Date on which the Issuer has not received from the Cap Provider any amount due from the Cap Provider on such Payment Date, (ii) the Business Day following any such Payment Date if the Issuer has not yet received such amount due from the Cap Provider or (iii) the Business Day on which such failure to pay by the Cap Provider becomes a Cap Event of Default under the Interest Rate Cap Agreement, the Issuer shall give immediate notice thereof to the Cap Provider, the Indenture Trustee and each Rating Agency. SECTION 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. SECTION 3.13 Delivery of the 2003-A SUBI Certificate. On the Closing Date, the Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 2003-A SUBI Certificate. The Indenture Trustee shall take possession of the 2003-A SUBI Certificate in the Borough of Manhattan in the City of New York and shall at all times during the period of this Indenture maintain custody of the 2003-A SUBI Certificate in the Borough of Manhattan in the City of New York. SECTION 3.14 Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Basic Document. SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Indenture Default shall have occurred and be continuing; (iii) the Issuer shall have provided each Rating Agency 10 days' prior written notice thereof, and no Rating Agency shall have notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes; Indenture 16 (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Article III and that all conditions precedent provided in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer such properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or "blue sky" laws of such state, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Indenture Default shall have occurred and be continuing; (iii) the Issuer shall have provided each Rating Agency 10 days' prior written notice thereof, no Rating Agency shall have notified the Indenture Trustee, the Indenture 17 Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to any Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). SECTION 3.16 Successor or Transferee. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.15(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.15(b), Nissan Auto Lease Trust 2003-A will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes and the Trust Certificates immediately upon the delivery of written notice to the Indenture Trustee stating that Nissan Auto Lease Trust 2003-A is to be so released. SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are Outstanding, the Issuer shall not remove the Administrative Agent without cause unless so instructed by the Owner Trustee or the Indenture Trustee and unless each Rating Agency shall have received 10 days' written notice thereof and shall not have notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such removal might or would result in the removal or reduction of the rating, if any, then assigned thereby to any Class of Notes or the Trust Certificates. ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall discharge with respect to the Collateral securing the Notes and cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive Indenture 18 payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.10(i), 3.10(ii) and 3.15, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter paid to the Persons entitled thereto or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable on the applicable Note Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation, when due, to the applicable Note Final Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and stating that the Rating Agency Condition has been satisfied. SECTION 4.02 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee of all sums due and to become due thereon for principal and interest. Such monies need Indenture 19 not be segregated from other funds except to the extent required herein or in the Servicing Agreement or as required by law. SECTION 4.03 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and such Paying Agent shall thereupon be released from all further liability with respect to such monies. ARTICLE FIVE INDENTURE DEFAULT SECTION 5.01 Indenture Defaults. Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture (each, an "Indenture Default"): (a) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days or more; (b) default in the payment of principal of any Note on the related Note Final Scheduled Payment Date or the Redemption Date; (c) a termination of the Interest Rate Cap Agreement without the execution by the Issuer and a replacement Cap Provider of a replacement Interest Rate Cap Agreement and acceptable to the Issuer and Indenture Trustee and the assignment of such replacement Interest Rate Cap Agreement to the Indenture Trustee; (d) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was inaccurate shall not have been eliminated or otherwise cured, for a period of 60 days or in the case of a materially inaccurate representation or warranty, 30 days, after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least 25% of the Outstanding Amount, voting as single class, a written notice specifying such default or inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; Indenture 20 (e) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding up or liquidation of the Issuer's affairs, and such proceeding shall remain unstayed, undismissed and in effect for a period of 90 consecutive days or immediately upon entry of any such decree or order; or (f) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the failure by the Issuer generally to pay its debts as such debts become due or the taking of action by the Issuer in furtherance of any of the foregoing. The Issuer shall deliver to the Indenture Trustee, each Rating Agency, each Noteholder and the Cap Provider (except as to clause (c)) within five Business Days after the occurrence thereof written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Indenture Default under clauses (c), (d) or (e), its status and what action the Issuer is taking or proposes to take with respect thereto. Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations contained herein, Noteholders holding not less than a Majority Interest of the Notes voting as a single class shall have the right to direct the time, method and place of conducting any proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee. SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default. If an Indenture Default should occur and be continuing, the Indenture Trustee or Noteholders representing a Majority Interest voting as a single class may declare the principal of the Notes to be immediately due and payable. Upon such declaration, the Indenture Trustee shall promptly provide written notice to each Rating Agency. Such declaration may be rescinded by Noteholders holding a Majority Interest voting as a single class before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if (a) the Issuer has deposited with the Indenture Trustee an amount sufficient to pay (i) all interest on and principal of the Notes and all other amounts that would then be due hereunder as if the Indenture Default giving rise to such declaration had not occurred and (ii) all amounts advanced by the Indenture Trustee and its costs and expenses and (b) all Indenture Defaults (other than the nonpayment of Indenture 21 principal of the Notes that has become due solely by such acceleration) have been cured or waived. Prior to the acceleration of the maturity of the Notes as provided in this Section 5.02, Noteholders holding not less than a Majority Interest of the Notes voting as a single class may waive any past Indenture Default and its consequences except an Indenture Default (i) in payment of principal of or interest on the Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of each Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Indenture Default or impair any right consequent thereto. Upon any such waiver, such Indenture Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Indenture Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Indenture Default or impair any right consequent thereto. If the Notes have been declared due and payable following an Indenture Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Trust Estate) or elect to maintain the Trust Estate and continue to apply the proceeds from the Trust Estate as if there had been no declaration of acceleration. Any sale of the Trust Estate by the Indenture Trustee will be subject to the terms and conditions of Section 5.04. SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) The Issuer covenants that if there is a default in the payment of (i) any interest on the Notes when the same becomes due and payable, and such default continues for a period of five days or (ii) the principal of any Notes at the related Note Final Scheduled Payment Date or the Redemption Date, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of such Noteholders, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the Overdue Interest Rate and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents, attorneys and counsel. (b) In case the Issuer shall fail forthwith to pay amounts described in Section 5.03(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. Indenture 22 (c) If an Indenture Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders or the Cap Provider and the Indenture Trustee on their behalf; and (iii) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to Indenture 23 the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder or to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under the Notes or the Interest Rate Cap Agreement, may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel shall be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. SECTION 5.04 Remedies; Priorities. (a) If an Indenture Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Sections 5.02 and 5.05): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer, the Cap Provider and any other obligor upon such Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and (iv) subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.02, sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; Indenture 24 provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Indenture Default, other than an Indenture Default described in Section 5.01 (a) or (b), unless (A) Noteholders holding 100% of the Outstanding Amount consent thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then due and unpaid upon all outstanding Notes or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and the Indenture Trustee obtains the consent of Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting together as a single class; and provided further, that the Indenture Trustee may not sell the Trust Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Titling Trust or an interest therein or portion thereof to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. (b) If the Indenture Trustee collects any money or property pursuant to this Article Five upon sale of the Trust Estate, it shall pay out such money or property held as Collateral (together with available monies on deposit in the Reserve Account) and deposited in the Note Distribution Account pursuant to Section 12.05(b) of the SUBI Trust Agreement, after giving effect to the distributions set forth in such Section, for the benefit of the Securityholders in the following order: (i) to the Noteholders for the payments of interest which is due and unpaid on the Notes (including any overdue interest, and to the extent permitted under applicable law, interest on any overdue interest at the applicable Overdue Interest Rate); (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in payment of the principal amount due and unpaid on the Class A-1 Notes (until the Class A-1 Notes have been paid in full), and second, to the Holders of the other Notes in payment of the principal amount due and unpaid on the Class A-2 Notes, the Class A-3a Notes and the Class A-3b Notes pro rata (based on the amount due and unpaid of each such Class), until all Notes have been paid in full; (iii) to the Certificate Distribution Account for distribution to the Trust Certificateholders for amounts due and unpaid in respect of the principal amount of the Trust Certificates, until the Trust Certificates have been paid in full; and (iv) any remaining amounts to the Transferor. (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. Indenture 25 SECTION 5.05 Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under Section 5.02 following an Indenture Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof in accordance with Sections 3.01 and 8.04. It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of and interest on the Notes, and the Indenture Trustee shall take such intent into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. SECTION 5.06 Limitation of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder previously has given to the Indenture Trustee written notice of a continuing Indenture Default, (ii) Noteholders holding not less than 25% of the Outstanding Amount, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Indenture Default in its own name as Indenture Trustee, (iii) such Noteholder has offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request, (iv) the Indenture Trustee has for 60 days after receipt of such notice failed to institute such Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders holding at least a Majority Interest, voting together as a single class. No Noteholder or group of Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a Majority Interest of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on, if any, such Note on or after the respective due dates thereof expressed in such Note or this Indenture 26 Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder. SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Indenture Default shall impair any such right or remedy or constitute a waiver of any such Default or Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be. SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections 5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a Majority Interest voting as a single class shall have the right to direct the time, method and place of conducting any Proceeding or any remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee, provided that: (a) such direction shall not be in conflict with any rule of law or this Indenture; (b) subject to Section 5.04, any direction to the Indenture Trustee to, sell or liquidate the Trust Estate shall be made by Noteholders holding not less than 100% of the Outstanding Amount; (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, and then any direction to the Indenture Trustee by Noteholders holding less than 100% of the Outstanding Amount to sell or liquidate the Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Indenture 27 Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action it determines might expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action. SECTION 5.12 [Reserved]. SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder or group of Noteholders, in each case holding Notes evidencing more than 10% of the Outstanding Amount, voting together as a single class, or (iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the related due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture, and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek and recover judgment on the Notes or the Interest Rate Cap Agreement or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b). SECTION 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Transferor, the Servicer and the Cap Provider, as applicable, of each of their obligations to the Issuer under or in connection with the Servicing Agreement and the Interest Rate Cap Agreement, respectively, in accordance with the terms thereof, and to Indenture 28 exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of its obligations under the Servicing Agreement. (b) If an Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of Noteholders holding not less than a Majority Interest of the Notes voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Transferor, the Titling Trustee, the Servicer and the Cap Provider under or in connection with the Servicing Agreement and the Interest Rate Cap Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement, and any right of the Issuer to take such action shall be suspended. SECTION 5.17 Sale of Trust Estate. If the Indenture Trustee acts to sell the Trust Estate or any part thereof, pursuant to Section 5.04(a), the Indenture Trustee shall effect such a sale at one or more public or private sales called and conducted in any manner permitted by law in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. Unless otherwise prohibited by applicable law from any such action, the Indenture Trustee shall sell the Trust Estate or any part thereof, in such manner to the highest bidder, provided, however, that the Indenture Trustee may from time to time postpone any sale. The Indenture Trustee shall give notice to the Transferor and Servicer of any proposed sale, and the Transferor and Servicer shall be permitted to bid for the Trust Estate at any such sale. The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuer that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Trust Estate pursuant to Section 5.04 and this Section shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall has been sold or all amounts payable on the Notes shall have been paid. ARTICLE SIX THE INDENTURE TRUSTEE SECTION 6.01 Duties of Indenture Trustee. (a) If an Indenture Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and in the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (b) Except during the continuance of an Indenture Default: Indenture 29 (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 (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c). (e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Servicing Agreement. (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section. (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture. Indenture 30 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 or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee will be liable for any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable for (i) any error of judgment made by it in good faith, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of the Indenture or (iii) interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such request or direction; provided, however, that the Indenture Trustee shall, Indenture 31 upon the occurrence of an Indenture Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the holders of Notes evidencing not less than 25% of the Outstanding Amount voting together as a single class; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) The Indenture Trustee shall, for so long as any Notes are outstanding, be entitled to exercise all of the rights and powers of a Beneficiary under the Basic Documents. SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee may do the same with like rights. The Indenture Trustee must, however, comply with Section 6.11. SECTION 6.04 Indenture Trustee's Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate, the Interest Rate Cap Agreement or the Notes (other than the certificate of authentication on the Notes), shall not be accountable for the Issuer's use of the proceeds from the Notes and shall not be responsible for any statement in the Indenture, the Interest Rate Cap Agreement or in any document issued in connection with the sale of the Notes or in the Notes, all of which shall be taken as the statements of the Issuer, other than the Indenture Trustee's certificate of authentication. SECTION 6.05 Notice of Defaults. If a Default occurs and is continuing, and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder, the Cap Provider and each Rating Agency notice of such Indenture Default within 60 days after it occurs. Except in the case of a Default with respect to payment of principal of or interest on any Note (including payments pursuant to the redemption of Notes), the Indenture Trustee may withhold such notice if and so long as a committee of its Responsible Officers in good faith determines that withholding such notice is in the interests of the Noteholders; provided, however, that in the case of any Indenture Default of the character Indenture 32 specified in Section 5.01(e), no such notice shall be given until at least 30 days after the occurrence thereof. SECTION 6.06 Reports by Indenture Trustee to Noteholders. The Indenture Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not later than the latest date permitted by law, such information as may be reasonably requested (and reasonably available to the Indenture Trustee) to enable such holder to prepare its federal and state income tax returns. The Indenture Trustee shall also deliver or cause to be delivered annually to each Noteholder of record a report relating to its eligibility and qualification to continue as Indenture Trustee under this Indenture, any amounts advanced by it under this Indenture, the amount, interest rate and maturity date of certain indebtedness owed by the Trust to the Indenture Trustee, in its individual capacity, the property and funds physically held by the Indenture Trustee in its capacity as such, and any action taken by it that materially affects the Notes and that has not been previously reported. SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the Indenture Trustee from time to time reasonable compensation for its services, (ii) reimburse the Indenture Trustee for all reasonable expenses, advances and disbursements reasonably incurred by it and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys' fees) incurred by it in connection with the administration of the Issuer or the performance of its duties. The Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Servicer shall defend any such claim, and the Indenture Trustee may have separate counsel and the Servicer shall pay the fees and expenses of such counsel. The Indenture Trustee shall not be indemnified by the Servicer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any event unless an officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. The Servicer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Indenture Default set forth in Section 5.01(e) or (f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. SECTION 6.08 Replacement of Indenture Trustee. Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer, and following such removal may appoint a successor Indenture Trustee. The Issuer shall give prompt written notice Indenture 33 to each Rating Agency of such removal. The Indenture Trustee may resign at any time by so notifying the Issuer, the Servicer and each Rating Agency. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or ordering the winding-up or liquidation of the Indenture Trustee's affairs, provided any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days; (iii) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (iv) the Indenture Trustee otherwise becomes incapable of acting. Upon the resignation or required removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring Indenture Trustee), the Issuer shall be required promptly to appoint a successor Indenture Trustee. Any successor Indenture Trustee must at all times have a combined capital and surplus of at least $50,000,000, a long-term debt rating of "A" or better by Standard & Poor's, Moody's and Fitch (if rated by Fitch) or be otherwise acceptable to each Rating Agency and satisfy the requirements of Section 310(a) of the TIA. Additionally, prior to the appointment of any successor Indenture Trustee, the Rating Agency Condition must be satisfied with respect to such successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee, without any further act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee under this Indenture, subject to satisfaction of the Rating Agency Condition. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders and the Cap Provider. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. Indenture 34 If a successor Indenture Trustee does not take office within 30 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant to Section 6.07. SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to another corporation or depository institution the resulting, surviving or transferee corporation, without any further act, shall be the successor Indenture Trustee; provided, that such corporation or depository institution shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide each Rating Agency prior written notice of any such transaction. In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated, and in case at that time the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee, and in all such cases such certificates shall have the full force that it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have. SECTION 6.10 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee and the Administrative Agent acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate or any part hereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrative Agent may consider necessary or desirable. If the Administrative Agent shall not have joined in such appointment within 15 days after it received a request that it so join, the Indenture 35 Indenture Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders or the Cap Provider of the appointment of any co-trustee or separate trustee shall be required under Section 6.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being intended that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any 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. Indenture 36 SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and a long-term debt rating of "A" or better by Standard & Poor's, Moody's and Fitch (if rated by Fitch) or be otherwise acceptable to each Rating Agency. The Indenture Trustee shall satisfy the requirements of Section 310(b) of the TIA, including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded form the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusions set forth in TIA Section 310(b)(1) are met. The Transferor, the Administrative Agent, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Indenture Trustee and its Affiliates, but neither the Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee. SECTION 6.12 Trustee as Holder of the 2003-A SUBI Certificate. So long as any Notes are Outstanding, to the extent that the Owner Trustee or the Issuer has rights as a Holder of the 2003-A SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any actions taken by the Transferor, the Owner Trustee or the Issuer may initiate such action or grant such consent only with consent of the Indenture Trustee. To the extent that the Indenture Trustee has rights as a Holder of the 2003-A SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Transferor, the Owner Trustee or the Issuer, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuer and Noteholders shall rely: (i) the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States; and (ii) the Indenture Trustee has full power, authority and legal right to execute, deliver, and, perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture. SECTION 6.14 Furnishing of Documents. The Indenture Trustee shall furnish to any Noteholder promptly upon receipt of a written request by such Noteholder (at the expense of the requesting Noteholder) therefor, duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Indenture Trustee under the Basic Documents. Indenture 37 SECTION 6.15 Interest Rate Cap Agreement Provisions. The Issuer has entered into the Interest Rate Cap Agreement, in the form satisfactory to the Rating Agencies, to hedge the floating rate interest expense on the Class A-3a Notes. The Issuer may, from time to time, enter into one or more replacement Interest Rate Cap Agreements if any Interest Rate Cap Agreement is terminated prior to its scheduled expiration pursuant to a Cap Event of Default or a Cap Termination Event. (a) Except as provided in Section 8.03 of the Servicing Agreement, the Indenture Trustee will be responsible for collecting Cap Payments and any Cap Termination Payments payable by the Cap Provider. (b) Upon the occurrence of (i) any Cap Event of Default arising from any action taken, or failure to act, by the Cap Provider, or (ii) any Cap Termination Event (except as described in the following sentence) with respect to which the Cap Provider is an "Affected Party" (as defined in the Interest Rate Cap Agreement), the Indenture Trustee may and will, at the direction of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, by notice to the Cap Provider, designate an "Early Termination Date" (as defined in the Interest Rate Cap Agreement) with respect to the Interest Rate Cap Agreement. If a Cap Termination Event occurs as a result of the insolvency or bankruptcy of the Cap Provider, which event has not been otherwise cured under the terms of the Interest Rate Cap Agreement, the Indenture Trustee will terminate the Interest Rate Cap Agreement. (c) The Indenture Trustee, as assignee of the rights of the Issuer under the Interest Rate Cap Agreement, may enter into any amendment or supplement to the Interest Rate Cap Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision therein that may be inconsistent with any other provision therein or with the Indenture or (iii) to add any other provisions with respect to matters or questions arising under the Interest Rate Cap Agreement; provided, in the case of clause (iii), that such amendment will not adversely affect in any material respect the interest of any Noteholder. Any such amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder if Standard & Poor's and Fitch deliver a letter to the Indenture Trustee to the effect that the amendment will not result in a Rating Event, and if the Indenture Trustee has provided Moody's with 10 days prior written notice of the amendment and Moody's shall not have notified the Indenture Trustee or the Owner Trustee that the amendment might or would result in a Rating Event. (d) The Indenture Trustee shall notify the Cap Provider of any proposed amendment or supplement to any of the Basic Documents. If such proposed amendment or supplement would adversely affect any of the Cap Provider's rights or obligations under the Interest Rate Cap Agreement, the Indenture Trustee shall obtain the consent of the Cap Provider prior to the adoption of such amendment or supplement; provided, that the Cap Provider's consent to any such amendment or supplement shall not be unreasonably withheld, and provided, further, that the Cap Provider's consent will be deemed to have been given if the Cap Provider does not object in writing within 10 days of receipt of a written request for such consent. SECTION 6.16 Preferred Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA 311(a), excluding any creditor relationship listed in TIA Section Indenture 38 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. ARTICLE SEVEN NOTEHOLDERS' LISTS AND REPORTS SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses. The Note Registrar shall furnish or cause to be furnished to the Indenture Trustee, the Owner Trustee, the Servicer or the Administrative Agent, within 15 days after receipt by the Note Registrar of a written request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most recent Deposit Date. If three or more Noteholders, or one or more Holders evidencing not less than 25% of the Outstanding Amount of the Notes (hereinafter referred to as "Applicants"), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders. The Indenture Trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrative Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived. If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the Issuer shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after each Deposit Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Deposit Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished. Notwithstanding the foregoing, so long as the Indenture Trustee is the Note Registrar no such list shall be required to be furnished to the Indenture Trustee, and so long as the Notes are issued as Book-Entry Notes, no such list shall be required to furnished to the Indenture Trustee, Owner Trustee, Servicer or Administrative Agent. SECTION 7.02 Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve in as current a form as is reasonably practicable the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. Indenture 39 (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 3.12(c). SECTION 7.03 Reports by Issuer. (a) The Issuer shall: (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by the rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Indenture Trustee and the Commission in accordance with the rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year, unless the fiscal year of the Servicer ends on some other date, in which case, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer. SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within 60 days after each March 31, beginning with March 31, 2004, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange. Indenture 40 ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.01 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Indenture Default under this Indenture and any right to proceed thereafter as provided in Article Five. SECTION 8.02 Accounts. (a) Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which is designated as the "Reserve Account". The Reserve Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (b) The Issuer shall cause the Transferor, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee. (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the 2003-A Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible Account, the Indenture Trustee, until the Outstanding Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as necessary, assist the Servicer in causing each Account to be moved to an institution at which it shall be an Eligible Account. SECTION 8.03 Payment Date Certificate. (a) Prior to 3:00 p.m., New York City time on the second Business Day preceding each Payment Date, the Issuer shall cause the Servicer, to deliver to the Indenture Trustee, the Owner Trustee and each Paying Agent hereunder or under the Trust Agreement, a certificate (the Indenture 41 "Payment Date Certificate") including, among other things, the following information with respect to such Payment Date and the related Collection Period and Accrual Period: (i) the amount of SUBI Collections allocable to the 2003-A SUBI Certificate; (ii) Available Funds, including amounts with respect to each of items (i) through (iv) of the definition thereof; (iii) the amount of interest accrued during such Accrual Period on each Class of the Notes; (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, the Class-3b Balance, the Certificate Balance, in each case on the day immediately preceding such Payment Date; (v) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; (vi) the Note Distribution Amount for each Class of Notes and the Certificate Distribution Amount; (vii) the amount of the Note Distribution Amount allocable to interest on and principal of the Notes and any Principal Carryover Shortfall for each Class of the Notes; (viii) the amount of any principal paid on, and Principal Carryover Shortfall for, the Trust Certificates; (ix) the Monthly Principal Distributable Amount and the Optimal Principal Distributable Amount; (x) the Note Factor for each Class of the Notes and the Certificate Factor for the Trust Certificates after giving effect to the distribution of the Note Distribution Amount and the Certificate Distribution Amount, respectively; (xi) the aggregate amount of Residual Value Losses and Residual Value Surplus for such Collection Period; (xii) the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds; (xiii) the amount of any Payment Date Advance Reimbursement for such Collection Period; (xiv) the Cap Payments and/or any Cap Termination Payment received by the Issuer from the Cap Provider; and Indenture 42 (xv) the Servicing Fee for such Collection Period. Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of original principal balance of a Note or Trust Certificate, as applicable. (b) The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Payment Date Certificate delivered to the Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully protected in relying upon such Payment Date Certificate. SECTION 8.04 Disbursement of Funds. (a) On each Payment Date, prior to 11:00 a.m., New York City time, the Titling Trustee (acting through the Trust Agent) shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 2003-A SUBI Collection Account all Securityholder Available Funds and apply such amount, in accordance with the following priorities: (i) to the Note Distribution Account, for payment to the Noteholders, an amount equal to the interest accrued at the applicable Interest Rate for such Class of Notes during the related Accrual Period on the applicable Outstanding Amount (plus any accrued and unpaid interest with respect to any prior Accrual Period) for such Class (and, to the extent permitted by applicable law, interest on any overdue interest at the Overdue Interest Rate), on a pro rata basis; (ii) to the related Distribution Account the Monthly Principal Distributable Amount distributable to each Class of Notes and the Trust Certificates, in the following order of priority: (A) on any Payment Date (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02): (1) to the Class A-1 Notes until the Class A-1 Notes have been paid in full; (2) after the principal amount of the Class A-1 Notes is reduced to zero, to the Class A-2 Notes until the Class A-2 Notes have been paid in full; (3) after the principal amount of the Class A-2 Notes is reduced to zero, to the Class A-3a Notes and the Class A-3b Notes pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until the Class A-3a Notes and Class A-3b Notes have been paid in full; (4) after the principal amount of the Class A-3a Notes and the Class A-3b Notes is reduced to zero, to the Certificate Distribution Indenture 43 Account for distribution of principal to the Trust Certificateholders, until the Trust Certificates have been paid in full; and (B) on any Payment Date after the maturity of the Notes has been accelerated pursuant to Section 5.02: (1) to the Class A-1 Noteholders (until the Class A-1 Notes have been paid in full) and second, to the other Noteholders pro rata (based on the Outstanding Amount of each such Class on such Payment Date), until all Notes have been paid in full, and (2) to the Certificate Distribution Account, for distribution to the Trust Certificateholders for amounts due and unpaid in respect of the principal amount of the Trust Certificates, until the Trust Certificates have been paid in full; (iii) until all Class of Notes have been paid in full, to the Reserve Account, any remaining funds, until the Reserve Account Requirement has been satisfied; and (iv) to the Certificate Distribution Account for the Transferor. (b) On each Payment Date, after taking into account amounts to be distributed to Securityholders from the 2003-A SUBI Collection Account, the Servicer will allocate the Reserve Account Draw Amount, if any, reflected in the Payment Date Certificate, with respect to the related Collection Period and will instruct the Indenture Trustee to make the following deposits and distributions in the following amounts and order of priority, prior to 11:00 a.m., New York City time: (i) to the Note Distribution Account, to pay any remaining interest due on the outstanding Notes on such Payment Date (and, to the extent permitted under applicable law, interest on any overdue interest at the Overdue Interest Rate); and (ii) to the Note Distribution Account, to pay principal of the Notes in the amounts and order of priority set forth in Section 8.04(a)(ii). (c) If on any Payment Date, after giving effect to all deposits to and withdrawals from the Reserve Account, the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, the Indenture Trustee shall distribute any such excess amounts to the Transferor. Upon any such distributions, the Securityholders will have no further rights in, or claims to such amounts. (d) On each Payment Date or Redemption Date, from the amounts on deposit in the Note Distribution Account, the Indenture Trustee shall duly and punctually distribute payments of principal and interest on the Notes due and by check mailed to the Person whose name appears as the registered holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original Indenture 44 denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that the Note be submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of any Note issued upon the registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest or principal shall be considered to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify each Person who was the registered holder of a Note as of the Deposit Date preceding the most recent Payment Date or Redemption Date by notice mailed not less than 15 but no more than 30 days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The Borough of Manhattan in The City of New York. (e) On each Payment Date, the Indenture Trustee shall send by first class mail an unaudited report (which may be or may be based upon the Payment Date Certificate prepared by the Servicer) to each Person that was a Noteholder as of the close of business on the related Deposit Date (which shall be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein), and each Rating Agency setting forth the following information with respect to such Payment Date or the related Deposit Date or Collection Period, as the case may be: (i) the amount of SUBI Collections allocable to the 2003-A SUBI Certificate; (ii) the amount of Available Funds; (iii) the amount of interest accrued during such Accrual Period on each Class of the Notes; (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, the Class A-3b Note Balance, the Outstanding Amount of the Certificate Balance, in each case before giving effect to payments on such Payment Date; (v) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; Indenture 45 (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 Note Factor for each Class of the Notes and the Certificate Factor for the Trust Certificates after giving effect to the distribution of the Note Distribution Amount and the Certificate Distribution Amount, respectively; (x) the aggregate amount of Residual Value Losses and Residual Value Surplus for such Collection Period; (xi) the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds; (xii) the amount of any Payment Date Advance Reimbursement for such Collection Period; (xiii) the Cap Payments and/or any Cap Termination Payment; and (xiv) the Servicing Fee for such Collection Period. Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of original principal balance of a Note or Trust Certificate, as applicable. Note Owners may obtain copies of such reports upon a request in writing to the Indenture Trustee at the Corporate Trust Office. SECTION 8.05 General Provisions Regarding Accounts. (a) For so long as no Default or Indenture Default shall have occurred and be continuing, all of the funds in the Reserve Account shall be invested and reinvested by the Indenture Trustee, until the Outstanding Amount of the Notes has been reduced to zero and thereafter by the Owner Trustee, at the direction of the Administrative Agent in Permitted Investments as set forth in Section 4.02(a) of the Titling Trust Agreement, which mature no later than the Deposit Date succeeding the date of such investment, including those offered by the Indenture Trustee or an Affiliate thereof. No such investment shall be sold prior to maturity. Any investment earnings on the Reserve Account will be taxable to the Transferor. On each Payment Date, net investment earnings on the Reserve Account shall be deposited in the Reserve Account. (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on any such Permitted Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. Indenture 46 (c) If (i) the Administrative Agent shall have failed to give investment directions for any funds on deposit in the Reserve Account to the Indenture Trustee by 3:00 p.m., New York City time (or such other time as may be agreed by the Administrative Agent and Indenture Trustee), on any Business Day or (ii) a Default or Indenture Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if the Notes shall have been declared due and payable following an Indenture Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Permitted Investments as set forth in paragraph (vi) of the definition thereof. SECTION 8.06 Release of Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include delivery to the Issuer or its designee of the 2003-A SUBI Certificate and delivery to the Securities Intermediary under the Control Agreement of a certificate evidencing the release of the lien of this Indenture and transfer of dominion and control over the Reserve Account to the Owner Trustee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of a Issuer Request. SECTION 8.07 Release of Interest In 2003-A Leases and 2003-A Vehicles Upon Purchase or Reallocation by the Servicer. (a) Upon the reallocation or purchase of any 2003-A Lease and related 2003-A Leased by the Servicer pursuant to Section 8.02 of the Servicing Agreement, the Indenture Trustee, on behalf of the Noteholders, shall, without further action, be deemed to release from the lien of this Indenture any and all rights to receive monies due or to become due with respect to such purchased or reallocated 2003-A Lease and related 2003-A Vehicle and all proceeds thereof and the other property with respect to such 2003-A Lease and related 2003-A Vehicle, and all security and any documents relating thereto, and such 2003-A Lease and related 2003-A Vehicle and all such related security and documents shall be free of any further obligation to the Issuer, the Indenture Trustee or the Noteholders. (b) The Indenture Trustee shall execute such documents and instruments and take such other actions as shall be reasonably requested by the Servicer to effect the release of such Indenture 47 rights with respect to such 2003-A Lease and related 2003-A Vehicle pursuant hereto and the assignment of such 2003-A Lease and 2003-A Vehicle by the Issuer. SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at least seven day notice when requested by the Issuer to take any action pursuant to Section 8.06(a), accompanied by copies of any instruments involved, and the Indenture Trustee may also require (and shall require, to the extent required by the TIA), except in connection with any action contemplated by Section 8.06(b), as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01 Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Noteholders, but with prior notice to each Rating Agency and subject to the satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when so requested by a Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; (iii) to add to the covenants of the Issuer for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture or make any other provisions with Indenture 48 respect to matters or questions arising under this Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture; provided that such other provisions shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (b) The Issuer and the Indenture Trustee, when requested by a Issuer Request, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. SECTION 9.02 Supplemental Indentures With Consent of Noteholders. The Issuer and the Indenture Trustee, when requested by a Issuer Request, also may, with the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture subject to the satisfaction of the Rating Agency Condition and provided that no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby: (a) change the Note Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); Indenture 49 (b) reduce the percentage of the Outstanding Amount, the consent of the Noteholders of which is required for any such supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of this Indenture or Indenture Defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Owner Trustee to sell the Trust Estate pursuant to Section 5.04, if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) modify any provision of this Section, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); (g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or (h) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. Any such supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the same effect as in Section 9.01(b). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon all Noteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Indenture 50 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 supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Owner Trustee and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.05 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. ARTICLE TEN REDEMPTION OF NOTES SECTION 10.01 Redemption. (a) Pursuant to Section 9.01 of the Trust Agreement, the Servicer shall be permitted at its option to purchase the 2003-A SUBI Certificate from the Issuer on any Redemption Date relating to the exercise of an Optional Purchase. In connection with the exercise of an Optional Purchase, the Servicer will deposit the Optional Purchase Price into the 2003-A SUBI Collection Account on the Deposit Date relating to the Redemption Date. In connection with an Optional Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not in part, for the Redemption Price and the 2003-A SUBI Certificate shall be delivered to or upon the order of the Servicer. (b) In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to 11:00 a.m., New York City time, the Servicer shall transfer the Optional Purchase Price as part of the Available Funds from the 2003-A SUBI Collection Account as follows: (i) to the Indenture 51 Note Distribution Account, the Redemption Price and (ii) to the Certificate Distribution Account, the Repayment Price. (c) If the Notes are to be redeemed pursuant to this Section, the Administrative Agent or the Issuer shall provide at least 20 days' prior notice of the redemption of the Notes to the Indenture Trustee, the Owner Trustee and the Cap Provider, and the Indenture Trustee shall provide at least 15 days' (but no more than 30 days') notice thereof to the Noteholders. SECTION 10.02 Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed to each Holder of Notes as of the close of business on the Deposit Date preceding the applicable Redemption Date at such Holder's address appearing in the Note Register. In addition, the Administrative Agent shall notify each Rating Agency upon the redemption of the Notes, pursuant to the Trust Administration Agreement. All notices of redemption shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02); and (d) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note and that interest thereon shall cease to accrue from and after the Redemption Date. Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption (or any defect therein) to any Noteholder shall not impair or affect the validity of the redemption of any other Note. SECTION 10.03 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.02, become due and payable on the Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. ARTICLE ELEVEN MISCELLANEOUS SECTION 11.01 Compliance Certificates and Opinions. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and each Rating Agency (i) an Officer's Certificate stating that all conditions precedent, if any, Indenture 52 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; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) In addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture: (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall furnish to the Indenture Trustee (if so requested by the Indenture Trustee or required by the TIA) an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (ii) Whenever the Issuer would be required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above if such an Officer's Certificate had been required by the Indenture Trustee or required by the TIA, regardless of whether such an Officer's Certificate was so requested or required, the Issuer shall deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current calendar year of the Issuer, as set forth in the Officer's Certificate delivered pursuant to clause (i) above, is 10% or more of the Outstanding Amount; provided, however, such Independent Certificate need not be furnished with respect to any securities so deposited, if the fair Indenture 53 value thereof to the Issuer as set forth in the related Officer's Certificate is less than $25,000 or less than 1% of the Outstanding Amount. (iii) Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee (if so requested by the Indenture Trustee or required by the TIA) an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person, the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (iv) Whenever the Issuer would be required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above if such an Officer's Certificate had been required by the Indenture Trustee or required by the TIA, regardless of whether such an Officer's Certificate was so requested or required, the Issuer shall furnish to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities and of all other property, or securities (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the Officer's Certificates required by clause (iii) above and this clause, equals 10% or more of the Outstanding Amount, but such Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate is less than $25,000 or less than 1% of the Outstanding Amount. (v) Notwithstanding Section 2.08 or any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Collateral as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Accounts as and to the extent permitted or required by the Basic Documents. SECTION 11.02 Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by an officer or officers of the Administrative Agent, the Transferor or the Issuer, stating that the information with respect to such factual matters is in the possession of the Administrative Agent, Indenture 54 the Transferor or the Issuer, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any terms hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six. SECTION 11.03 Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind the holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. SECTION 11.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Issuer c/o the Owner Trustee, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Indenture 55 Attention: Corporate Trust Administration with a copy to the Administrative Agent, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Indenture Trustee, at Wrigley Building, 400 N. Michigan Ave., 2nd Floor, Chicago, IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A; (iii) if to Moody's, to 99 Church Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor's, to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York, 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring Group; (v) if to Fitch, at Fitch, Inc., One State Street Plaza, New York, New York 10004 (telecopier no.(212) 480-4438), Attention: Romaana Zia ;or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. SECTION 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class, postage prepaid to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest and not earlier than the earliest date prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. Where this Indenture provides for notice to each Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Indenture Default. SECTION 11.06 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 11.07 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors. Indenture 56 SECTION 11.08 Severability. If any one or more of the covenants, agreement, provisions or terms of this Indenture shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes, the Interest Rate Cap Agreement or the Trust Certificates or the rights of the Holders thereof. SECTION 11.09 Benefits of Indenture. Nothing in this Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders (and, with respect to Sections 8.03 and 8.04, the Trust Certificateholders), any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 11.10 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. SECTION 11.11 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 11.12 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 11.13 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer accompanied by an Opinion of Counsel (who may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. SECTION 11.14 Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Trust Certificateholder, (iii) any owner of a beneficial interest in the Issuer or (iv) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Trust Certificateholder, the Owner Trustee or of the Indenture Trustee or any successor or assign of the Indenture Trustee or the Owner Trustee Indenture 57 in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. SECTION 11.15 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note or in the case of a Note Owner, a beneficial interest in a Note, hereby covenant and agree that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. SECTION 11.16 No Recourse. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. SECTION 11.17 Inspection. The Issuer agrees that on reasonable prior notice it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information, except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and Indenture 58 except to the extent the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. SECTION 11.18 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement. SECTION 11.19 Assignment of the Interest Rate Cap Agreement. (a) The Issuer, in furtherance of the covenants of this Indenture and as security for the Notes and the performance and observance of the provisions hereof, hereby assigns, transfers, conveys and sets over to the Indenture Trustee, for the benefit of the Noteholders, all of the Issuer's estate, right, title and interest in, to and under the Interest Rate Cap Agreement, including, without limitation, (i) all of the Issuer's interest in all securities, monies and proceeds held by the Cap Provider thereunder, (ii) the right to give all notices, consents and releases thereunder, (iii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Cap Provider, thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iv) the right to receive all notices, accountings, consents, releases and statements thereunder and (v) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided so long as no Indenture Default has occurred and is continuing hereunder, the Indenture Trustee hereby grants the Issuer a license to exercise all of the Issuer's rights pursuant to the Interest Rate Cap Agreement without notice to or the consent of the Indenture Trustee (except as otherwise expressly required by this Indenture), which license shall be and is hereby deemed to be automatically revoked upon the occurrence of any Indenture Default until such time, if any, as the Indenture Default is cured or waived. The Indenture Trustee shall have no liability with respect to any act or failure to act by the Issuer under the Interest Rate Cap Agreement (provided that this sentence shall not limit or relieve the Indenture Trustee from any responsibility it may have under this Indenture upon the occurrence of and during the continuance of any Indenture Default hereunder). (b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Interest Rate Cap Agreement, nor shall any of the obligations contained in the Interest Rate Cap Agreement be imposed on the Indenture Trustee. (c) Upon the retirement of the Notes and the release of the Trust Estate from the lien of this Indenture, this assignment and all rights herein assigned to the Indenture Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Indenture Trustee and the Noteholders in, to and under the Interest Rate Cap Agreement shall Indenture 59 revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion. (d) The Issuer represents that the Issuer has not executed any other assignment of the Interest Rate Cap Agreement. (e) The Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer will, upon the request of the Indenture Trustee, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as the Indenture Trustee may specify. (f) The Issuer further agrees, with respect to the Interest Rate Cap Agreement, as follows: (i) The Issuer will obtain on or before the Closing Date the acknowledgement by Cap Provider that the Issuer is assigning all of its right, title and interest in, to and under the Interest Rate Cap Agreement to the Indenture Trustee for the benefit of the Noteholders. (ii) Prior to the occurrence of an Indenture Default the Issuer will deliver to the Indenture Trustee copies of all notices and communications delivered or required to be delivered to the Issuer pursuant to the Interest Rate Cap Agreement, but only if such notice or communication relates to any (i) default under, (ii) early termination or (iii) amendment of, the Interest Rate Cap Agreement. (iii) The Issuer will not enter into any agreement amending, modifying or terminating the Interest Rate Cap Agreement, without prior written consent of the Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, and written confirmation by the Rating Agencies that such amendment, modification or termination would not cause the ratings of any Class of Notes to be reduced or withdrawn; provided (A) that the consent of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, and confirmation by the Rating Agencies shall not be required for an amendment or modification to cure any ambiguity or to correct or supplement any provision with respect to matters or questions arising under the Interest Rate Cap Agreement which shall not be inconsistent with the provisions thereof or of this Indenture, in each case so long as such amendment or modification does not affect in any material respects the interests of any Noteholder (as evidenced by an Opinion of Counsel acceptable to the Indenture Trustee) and (B) neither the consent of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, confirmation by the Rating Agencies nor an Opinion of Counsel shall be required with respect to any amendment or modification that either only corrects a manifest error or is principally and manifestly for the benefit of the Noteholders. SECTION 11.20 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. Indenture 60 IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. NISSAN AUTO LEASE TRUST 2003-A By: WILMINGTON TRUST COMPANY , not in its individual capacity, but solely as Owner Trustee By: /s/ Anita E. Dallago ----------------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: /s/ Patricia M. Child --------------------------------------------- Name: Patricia M. Child Title: Vice President Receipt of this original counterpart of this Agreement is hereby acknowledged on this 29 day of October, 2003. NILT, INC., as Titling Trustee By: /s/ Patricia M. Child --------------------------------------------- Name: Patricia M. Child Title: President Indenture S-1 STATE OF DELAWARE COUNTY OF NEW CASTLE BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said WILMINGTON TRUST COMPANY, not in its individual capacity but as Owner Trustee of the NISSAN AUTO LEASE TRUST 2003-A, a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of October, 2003. /s/ Kathleen A. Pedelini ---------------------------------------------- Notary Public in and for the State of DELAWARE ------------ (Seal) My commission expires: October 31, 2006 - ---------------- Indenture STATE OF ILLINOIS COUNTY OF COOK BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as Indenture Trustee of the NISSAN AUTO LEASE TRUST 2003-A, a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24th day of October, 2003. /s/ Jacqueline Rios ---------------------------------------------- Notary Public in and for the State of ILLINOIS ------------ (Seal) My commission expires: June 13, 2007 - ------------- Indenture EXHIBIT A FORM OF CLASS A-1 NOTE SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE. THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. Indenture A-1 NISSAN AUTO LEASE TRUST 2003-A _____ % ASSET BACKED NOTE, CLASS A-1 REGISTERED $_________ No. R-___ CUSIP NO. _________ Nissan Auto Lease Trust 2003-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on November 17, 2003 (each, a "Payment Date"), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class A-1 Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate per annum shown above (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire Class A-1 Note Balance shall be due and payable on the earlier of _________ (the "Note Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. Indenture A-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below. Dated: ________, 2003 NISSAN AUTO LEASE TRUST 2003-A, By: WILMINGTON TRUST COMPANY, as Owner Trustee By: ______________________________ Name: Title: INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: _________, 2003 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: ______________________________ Name: Title: Indenture A-3 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "____% Asset Backed Notes, Class A-1" (herein called the "Notes") issued under an Indenture, dated as of October 29, 2003 (such indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full. Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Indenture A-4 Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York. As provided in the Indenture, the Servicer will be permitted at its option to purchase the 2003-A SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to 10% of the Initial Securities Balance. The purchase price (the "Optional Purchase Price") for the 2003-A SUBI Certificate shall equal the Securitization Value of the 2003-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 2003-A SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon and the 2003-A SUBI Certificate shall be delivered to the Servicer. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, Indenture A-5 for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. Each Noteholder by acceptance of a Note, or in the case of a Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: payment in full of all amounts due to each Holder in respect of the UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. Indenture A-6 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Indenture A-7 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------- -------------------------------------------------------------------------- (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:(1) Signature Guaranteed: --------------------------------- - ---------- (1) The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Indenture A-8 FORM OF CLASS A-[2] [3b] NOTE SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE. THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. Indenture A-9 NISSAN AUTO LEASE TRUST 2003-A _____ % ASSET BACKED NOTE, CLASS A-[2] [3b] REGISTERED $_________ No. R-___ CUSIP NO. _________ Nissan Auto Lease Trust 2003-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on November 17, 2003 (each, a "Payment Date"), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class A-[2] [3b] Note Balance as of the period from and including the 15th day of each month (after giving effect to all payments of principal made on the preceding Payment Date) to but excluding the 15th day of the immediately succeeding month, or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate per annum shown above (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire [Class A-2] [Class A-3b] Note Balance shall be due and payable on the earlier of _________ (the "Note Final Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. Indenture A-10 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below. Dated: ________, 2003 NISSAN AUTO LEASE TRUST 2003-A, By: WILMINGTON TRUST COMPANY, as Owner Trustee By: ______________________________ Name: Title: INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: _________, 2003 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: ______________________________ Name: Title: Indenture A-11 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "____% Asset Backed Notes, Class A-[2] [3b]" (herein called the "Notes") issued under an Indenture, dated as of October 29, 2003 (such indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes and Class A-3b Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full. Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Indenture A-12 Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York. As provided in the Indenture, the Servicer will be permitted at its option to purchase the 2003-A SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to 10% of the Initial Securities Balance. The purchase price (the "Optional Purchase Price") for the 2003-A SUBI Certificate shall equal the Securitization Value of the 2003-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and upaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 2003-A SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 2003-A SUBI Certificate shall be delivered to the Servicer. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, Indenture A-13 for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. Each Noteholder by acceptance of a Note, or in the case of a Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. Indenture A-14 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Indenture A-15 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------- -------------------------------------------------------------------------- (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:(1) Signature Guaranteed: --------------------------------- - ---------- (1) The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Indenture A-16 FORM OF CLASS A-3a NOTE SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE. THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES. THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT. Indenture A-17 NISSAN AUTO LEASE TRUST 2003-A FLOATING RATE ASSET BACKED NOTE, CLASS A-3a REGISTERED $_________ No. R-___ CUSIP NO. _________ Nissan Auto Lease Trust 2003-A, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on November 17, 2003 (each, a "Payment Date"), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class A-3a Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate of one-month LIBOR/plus ____% (the "Interest Rate"), in each case as and to the extent described below; provided, however, that the entire Class A-3a Note Balance shall be due and payable on the earlier of _________ (the "Note Final Payment Scheduled Date") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. Indenture A-18 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below. Dated: ________, 2003 NISSAN AUTO LEASE TRUST 2003-A, By: WILMINGTON TRUST COMPANY, as Owner Trustee By: ______________________________ Name: Title: INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: _________, 2003 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: ______________________________ Name: Title: Indenture A-19 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "Floating Rate Asset Backed Notes, Class A-3a" (herein called the "Notes") issued under an Indenture, dated as of October 29, 2003 (such indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and U.S. Bank National Association, as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes and Class A-3b Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata based on the principal balances of the Class A-3a Notes and the Class A-3b Notes until they are paid in full. Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Indenture A-20 Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee's agent appointed for such purposes located in The City of New York. As provided in the Indenture, the Servicer will be permitted at its option to purchase the 2003-A SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to 10% of the Initial Securities Balance. The purchase price (the "Optional Purchase Price") for the 2003-A SUBI Certificate shall equal the Securitization Value of the 2003-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and upaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 2003-A SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 2003-A SUBI Certificate shall be delivered to the Servicer. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, Indenture A-21 for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. Each Noteholder by acceptance of a Note, or in the case of a Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Issuer; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Issuer. Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. Indenture A-22 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed. Indenture A-23 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------- -------------------------------------------------------------------------- (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated:(1) Signature Guaranteed: --------------------------------- - ---------- (1) The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. A-24 EXHIBIT B FORM OF DEPOSITORY AGREEMENT B-1 EX-10.1 4 a94371exv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 AGREEMENT OF DEFINITIONS by and among NISSAN MOTOR ACCEPTANCE CORPORATION NISSAN AUTO LEASING LLC II NISSAN AUTO LEASE TRUST 2003-A NISSAN-INFINITI LT NILT TRUST NILT, INC. WILMINGTON TRUST COMPANY U.S. BANK NATIONAL ASSOCIATION Dated as of October 29, 2003 AGREEMENT OF DEFINITIONS This Agreement of Definitions ("Agreement of Definitions"), dated as of October 29, 2003, is by and among Nissan Auto Lease Trust 2003-A, as issuer (the "Issuer"), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), in its individual capacity, as servicer and as Administrative Agent (in such capacity, the "Servicer" and the "Administrative Agent," respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust Company, a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the "Owner Trustee" and the "Delaware Trustee," respectively) and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent and indenture trustee (in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively). RECITALS A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among the Grantor, the Servicer, the Trustee, the Owner Trustee, and the Trust Agent, the Titling Trust was formed to take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); B. The UTI Beneficiary, the Servicer, and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the "Basic Servicing Agreement"), by and among the UTI Beneficiary, the Servicer, and the Issuer, which provides for, among other things, the servicing of the Trust Assets by the Servicer; C. Pursuant to the Titling Trust Agreement, from time to time the Trustee, on behalf of the Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the books and records of the Titling Trust certain Trust Assets and create and issue one or more special units of beneficial interest (each, a "SUBI"), the beneficiaries of which generally will be entitled to the net cash flows arising from such Trust Assets; D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by the 2003-A SUBI Supplement, the "SUBI Trust Agreement") to create a SUBI (the "2003-A SUBI"); E. The parties hereto desire to identify and allocate to the 2003-A SUBI a separate portfolio of Trust Assets consisting of leases (the "2003-A Leases") and certain other related Trust Assets and the vehicles that are leased under the 2003-A Leases (the "2003-A Vehicles"); F. The parties hereto also desire that the Titling Trust issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate"); G. NILT Trust will transfer the 2003-A SUBI Certificate and the 2003-A SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "SUBI Certificate Transfer Agreement"). NALL II will further transfer the 2003-A SUBI Certificate and the 2003-A SUBI Assets evidenced thereby to the Issuer pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "Trust SUBI Certificate Transfer Agreement"). 1 H. Pursuant to the Indenture, dated as of October 29, 2003 (the "Indenture"), by and between the trust and the Indenture Trustee, the Issuer will (i) issue $240,300,000 aggregate principal amount of 1.16563% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $277,000,000 aggregate principal amount of 1.69000% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $379,950,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3a (the "Class A-3a Notes"), and $342,450,000 aggregate principal amount of 2.57000% Asset Backed Notes, Class A-3b (the "Class A-3b Notes," and, together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3a Notes, the "Notes"); and (ii) pledge the 2003-A SUBI Certificate and the 2003-A SUBI Assets evidenced thereby to the Indenture Trustee for the benefit of the holders of the Notes; I. The parties hereto also desire to register a pledge of the 2003-A SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes; J. The parties hereto have agreed to enter into this Agreement of Definitions in an effort to establish and agree upon a single set of definitions for any capitalized term used and not otherwise defined in any documents executed in connection with the 2003-A SUBI if such document references this Agreement of Definitions. NOW, THEREFORE, in consideration of the parties' mutual agreement to rely upon the definitions contained herein in the interpretation of certain of the Basic Documents (as defined herein), the parties hereto agree as follows: Section 1.01. Definitions. In the event of any conflict or inconsistency between a definition set forth both herein and in any of the Basic Documents, the definitions set forth in each such Basic Document shall prevail with respect to such Basic Document. For all purposes of this Agreement of Definitions, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement of Definitions include, as appropriate, all genders and the plural as well as the singular, (ii) the term "include" and all variations thereof mean "include without limitation," (iii) the term "or" means "and/or," (iv) the term "proceeds" has the meaning ascribed to such term in the UCC, (v) any reference herein to an agreement includes any amendment, supplement or restatement thereof, (vi) any reference herein to any person includes, as applicable, any successors and permitted assigns of that person, and (vii) any reference herein to any statute means that statute, as it has been amended, and including all rules and regulations promulgated thereunder. Whenever any agreement relates to the Basic Documents or to the transactions contemplated by the Basic Documents, subject to the preceding paragraph, the capitalized terms used without definition in such agreement shall have the following meanings: "Accountant" means a firm of public accountants of nationally recognized standing. "Accounts" means the Note Distribution Account and the Reserve Account. "Accrual Period" means (i) with respect to any Payment Date and the Class A-1 Notes and the Class A-3a Notes, the period from and including the immediately preceding Payment Date to but excluding the current Payment Date, or, in the case of the first Payment Date or if no interest has yet been paid, from and including the Closing Date to, but excluding, the first Payment Date and (ii) with respect to any Payment Date and the Class A-2 Notes and the Class A-3b Notes, the period from and including the 15th day of each month to but excluding the 15th day of the immediately succeeding month, or with respect to the first Payment Date, from and including the Closing Date to, but excluding, the first Payment Date. 2 "Act" has the meaning set forth in Section 11.03(a) of the Indenture. "Administrative Agent" means NMAC, as Administrative Agent under the Trust Administration Agreement. "Administrative Charge" means, with respect to any Lease, any payment (whether or not part of the fixed monthly payment) payable to the related Lessor representing a late payment fee, an Extension Fee, an allocation to the related Lessee of insurance premiums, sales, personal property or excise taxes or any other similar charge, plus any disposition fee, with respect to any Lease or Leased Vehicle. "Administrative Lien" means a first lien upon any Certificate of Title deemed necessary and useful by the Servicer or by the UIT Beneficiary and the Servicer solely to provide for delivery of title documentation to the Titling Trustee or its designee. "Advance" means a Sales Proceeds Advance or a Monthly Payment Advance, as the context may require. "Affiliate" of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan) or (ii) is an officer, director, member or partner of such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" another Person if such Person possesses, directly or indirectly, the power (i) to vote 5% or more of the securities (on a fully diluted basis, having ordinary voting power for the election of directors, members or managing partners of such Person) or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Aggregate Certificate Balance" means, as of any date, the aggregate principal amount of the Trust Certificates as of such date. "Agreement of Definitions" means this Agreement of Definitions. "Assets" has the meaning set forth in Section 2.01 to the SUBI Certificate Transfer Agreement. "Assignee-Secured Party" U.S. Bank, acting in such capacity under the Control Agreement. "Auction Proceeds" means, with respect to a Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any vehicle which is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds. "Authenticating Agent" means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes or any Person authorized by the Owner Trustee to act on behalf of the Owner Trustee to authenticate and deliver the Trust Certificates, as the context may require. "Authorized Newspaper" means a newspaper of general circulation in The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays, and holidays. 3 "Authorized Officer" means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date and (ii) so long as the Trust Administration Agreement is in effect, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Administrative Agent, and (b) with respect to the Servicer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Servicer. "Automotive Lease Guide" means the publication of such name, which includes residual factors, or any successor publication. "Available Funds" means, for any Payment Date and the related Collection Period, the sum of the following amounts: (i) SUBI Collections, (ii) Advances, (iii) in the case of an Optional Purchase, the Optional Purchase Price and (iv) Cap Payments and Cap Termination Payments made by the Cap Provider to the Issuer. "Available Funds Shortfall Amount" means, for any Payment Date and the related Collection Period, the amount, if any, by which Available Funds are less than (i) the Servicer Monthly Payment and (ii) the amount necessary to make the distributions in clauses (i) through (ii) of Section 8.04(a) of the Indenture, except that the Optimal Principal Distributable Amount rather than the Monthly Principal Distributable Amount shall be used for purposes of clause (ii). "Available Principal Distribution Amount" means, for any Payment Date and the related Collection Period, an amount equal to the sum of the amount of (i) Available Funds remaining after the Servicer has been paid the Payment Date Advance Reimbursement and the Servicing Fee (together with any unpaid Servicing Fees in respect of one or more prior Collection Periods) and accrued interest has been paid on the Notes and (ii) the Reserve Account Draw Amount remaining after accrued interest has been paid on the Notes. "Back-Up Event" means that a court of competent jurisdiction has made a determination or ruling that has the effect of allowing realization on the security intended to be provided to the Indenture Trustee by the Transfer Documents only if such transactions are deemed to constitute a loan by any or all of the Securityholders, secured directly by a pledge of the 2003-A SUBI Assets or any interest therein (rather than by the 2003-A SUBI Certificate and the beneficial interest in the 2003-A SUBI Assets represented thereby). "Back-up Security Agreement" means the security agreement, dated as of October 29, 2003, among NMAC, the Titling Trust, NILT Trust, the Transferor, the Issuer, and the Indenture Trustee. "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq. "Basic Documents" means the Servicing Agreement, the SUBI Trust Agreement, the Trust Agreement, the Trust Administration Agreement, the Indenture, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement, the Control Agreement, the Underwriting Agreement, the Back-up Security Agreement, the 2003-A SUBI Certificate, the Interest Rate Cap Agreement, and the Securities. "Basic Servicing Agreement" means the servicing agreement, dated as of March 1, 1999, among the Titling Trust, NILT Trust, the UTI Beneficiary, and NMAC, as servicer. 4 "Beneficiaries" means, collectively, the Related Beneficiaries of all Sub-Trusts, and "Beneficiary" means any of such Beneficiaries. "Benefit Plan" means (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a "plan" as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) an entity whose underlying assets include "plan assets" by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or otherwise (including, for purposes of this clause, any insurance company general account). "Book-Entry Notes" means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.09 of the Indenture. "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, California, Illinois or New York are authorized or obligated by law, executive order, or government decree to be closed. "Calculation Agent" means U.S. Bank, acting in such capacity under the Indenture. "Calculation Date" means, with respect to any Collection Period, the 15th calendar day of the immediately succeeding Collection Period, or if such day is not a Business Day, the Business Day immediately preceding such calendar day. "Cap Event of Default" means (i) the failure of the Cap Provider to pay any amount when due under the Interest Rate Cap Agreement after giving effect to any applicable grace period; (ii) the occurrence of certain events of insolvency or bankruptcy of the Cap Provider as specified in the Interest Rate Cap Agreement; and (iii) certain other standard events of default as specified in the Interest Rate Cap Agreement. "Cap Payments" means on any Payment Date the amount, if any, then payable by the Cap Provider to the Issuer, excluding any Cap Termination Payments. "Cap Provider" means JPMorgan Chase Bank, as Cap Provider under the Interest Rate Cap Agreement, or any successor or replacement Cap Provider from time to time under the Interest Rate Cap Agreement. "Cap Termination Event" means any Termination Event specified in the Interest Rate Cap Agreement. "Cap Termination Payment" means any termination payment payable by the Cap Provider to the Issuer under the Interest Rate Cap Agreement. "Casualty Termination" as of any date means any Lease that has been terminated prior to its Maturity Date if the related Leased Vehicle has been lost, stolen or damaged beyond economic repair. "Certificate Balance" means, as of any date, the aggregate principal amount of the Trust Certificates as of such date. "Certificate Distribution Account" means the account established pursuant to Section 5.01(a) to the Trust Agreement. 5 "Certificate Distribution Amount" means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date. "Certificate Factor" means, with respect to the Trust Certificates on any Payment Date, the seven digit decimal equivalent of a fraction, the numerator of which is the Certificate Balance on such Payment Date (after giving effect to any payment of principal on such Payment Date), and the denominator of which is the Certificate Balance on the Closing Date. "Certificate of Title" has the meaning set forth in the Titling Trust Agreement. "Certificate of Trust" means the Certificate of Trust filed for the Issuer pursuant to Section 3810(a) of the Statutory Trust Statute. "Certificate Register" and "Certificate Registrar" mean the register mentioned in and the registrar appointed pursuant to Section 3.04 of the Trust Agreement. "Claims" means all liabilities, claims and expenses (including reasonable legal and other professional fees and expenses). "Class" means a group of Notes the form of which is identical except for variation in denomination, principal amount or owner, and references to "each Class" means each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes. "Class A-1 Interest Rate" means 1.16563% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year). "Class A-1 Note Balance" means, as of any date, the Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes. "Class A-1 Noteholder" means, as of any date, the Person in whose name a Class A-1 Note is registered on the Note Register on such date. "Class A-1 Notes" has the meaning set forth in the preamble to the Indenture. "Class A-2 Interest Rate" means 1.69000% per annum (computed on the basis of a 360-day year of twelve 30-day months). "Class A-2 Note Balance" means, as of any date, the Initial Class A-2 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2 Notes. "Class A-2 Noteholder" means, as of any date, the Person in whose name a Class A-2 Note is registered on the Note Register on such date. "Class A-2 Notes" has the meaning set forth in the preamble to the Indenture. "Class A-3a Interest Rate" means LIBOR plus 0.14% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year). "Class A-3a Note Balance" means, as of any date, the Initial Class A-3a Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3a Notes. 6 "Class A-3a Noteholder" means, as of any date, the Person in whose name a Class A-3a Note is registered on the Note Register on such date. "Class A-3a Notes" means has the meaning set forth in the preamble to the Indenture. "Class A-3b Interest Rate" means 2.57000% per annum (computed on the basis of a 360-day year of twelve 30-day months). "Class A-3b Note Balance" means, as of any date, the Initial Class A-3b Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3b Notes. "Class A - 3b Notes" has the meaning set forth in the preamble to the Indenture. "Class Balance" means, as of any date, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, or the Class A-3b Note Balance, as applicable. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act and shall initially be DTC. "Clearing Agency Participant" means a broker, dealer, bank, or other financial institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" means October 29, 2003. "Code" means the Internal Revenue Code of 1986. "Collateral" has the meaning set forth in Section 2.01(a) of the Back-up Security Agreement and in the Granting Clause of the Indenture, as the context may requires. "Collection Account" means, with respect to any Sub-Trust, the account created, designated and maintained as such pursuant to Section 4.02 of the Titling Trust Agreement. "Collection Period" has the meaning set forth in the Servicing Agreement. "Commission" means the Securities and Exchange Commission. "Contingent and Excess Liability Insurance Policy" has the meaning set forth in the Basic Servicing Agreement. "Contract Residual" means, with respect to any Lease, the expected value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with its customary practices for the purpose of determining the Monthly Payment. "Control Agreement" means the control agreement, dated as of October 29, 2003, among the Issuer, the Indenture Trustee, as Indenture Trustee and as Secured Party, and U.S. Bank, as Securities Intermediary. "Co-Trustee" has the meaning set forth in the Basic Servicing Agreement. 7 "Credit and Collection Policy" has the meaning set forth in the Basic Servicing Agreement. "Corporate Trust Office" means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Indenture is located at Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee shall notify the Noteholders and the Issuer). "Cutoff Date" means the close of business on August 31, 2003. "Dealer" has the meaning set forth in the Titling Trust Agreement. "Default" means any occurrence that is, or with notice or lapse of time or both would become, an Indenture Default. "Defaulted Lease" means any Lease that (a) by its terms, is delinquent more than 120 days, (b) by its terms is delinquent less than 120 days and the Servicer has (i) determined, in accordance with the Credit and Collection Policy, that eventual payment in full is unlikely or (ii) repossessed the related Leased Vehicle (including, but not limited to, as a result of the Lessee's failure to maintain insurance coverage required by the Lease, the failure of the Lessee to timely or properly perform any obligation under the Lease, or any other act by the Lessee constituting a default under applicable law), or (c) received notification that the related Lessee is subject to bankruptcy proceedings under Chapter 13 under the Bankruptcy Code. "Defaulted Vehicle" means the Leased Vehicle related to a Defaulted Lease. "Definitive Note" means a definitive fully registered Note. "Delaware Trustee" has the meaning set forth in the preamble to this Agreement of Definitions. "Deposit Date" means, with respect to a Payment Date or Redemption Date, the close of business on the day immediately preceding such Payment Date or Redemption Date, as the case may be. "Depository Agreement" means the agreement among the Issuer, the Indenture Trustee and DTC, as the initial Clearing Agency, dated as of the Closing Date, substantially in the form of Exhibit B to the Indenture. "Designated LIBOR Page" means the display on Bridge Telerate, Inc. or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates on major banks for U.S. dollars. "Disposition Expenses" means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer. "Distribution Account" means either the Note Distribution Account or the Certificate Distribution Account, as the context may require. 8 "Distribution Statement" has the meaning set forth in Section 5.02(c) of the Trust Agreement between NALL II and the Owner Trustee. "DTC" means The Depository Trust Company. "Early Termination Charge" means, with respect to any 2003-A Lease that is terminated prior to its Maturity Date, an amount equal to the lesser of (i) the difference, if any, between (a) the sum of (1) the present value of all remaining Monthly Payments and (2) the Contract Residual of the related 2003-A Vehicle and (b) a wholesale value assigned to such 2003-A Vehicle by the Servicer in accordance with accepted practices in the automobile industry (or by written agreement between the Servicer, on behalf of the Titling Trust, and the Lessee) and (ii) the remaining Monthly Payments. "Early Termination Purchase Option Price" means, with respect to any 2003-A Lease that is terminated prior to its Maturity Date, the amount paid by the related Lessee or a Dealer to purchase the related 2003-A Vehicle. "Eligible Account" means an account maintained with a depository institution or trust company (i) (a) the short-term unsecured debt obligations of which have the Required Deposit Rating or (b) having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and (ii) which is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company. "Entitlement Holder" means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset. "Entitlement Order" means a notification directing the Securities Intermediary to transfer or redeem a financial asset. "ERISA" means the Employee Retirement Income Security Act of 1974. "Excess Amounts" means, as of any Payment Date, the amount remaining in the 2003-A SUBI Collection Account after the distributions provided for in clauses (i) through (ii) of Section 8.04(a) of the Indenture have been made. "Excess Mileage and Excess Wear and Tear Charges" or "Excess Mileage Fee" means, with respect to any 2003-A Lease or 2003-A Vehicle, any applicable charge for excess mileage or excess wear and tear. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Executive Officer" means, with respect to any (i) corporation or depository institution, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary, or the Treasurer of such corporation or depository institution, and (ii) partnership, any general partner thereof. "Expenses" means all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses, and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever. 9 "Extended Lease" means any Lease that has had its original Maturity Date extended by the Servicer. "Extension Fee" means, with respect to any Extended Lease, any payment required to be made by the Lessee in connection with the extension of such Lease. "Financial Asset" has the meaning set forth in Section 8-102(a)(9) of the New York UCC. "Fitch" means Fitch, Inc. "Force Majeure Event" has the meaning set forth in the Basic Servicing Agreement. "Grant" means to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture, and, with respect to the Collateral or any other agreement or instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Grantor" has the meaning set forth in the preamble to the Titling Trust Agreement. "Holder" has the meaning set forth in the Titling Trust Agreement. "Indemnified Parties" has the meaning set forth in Section 8.01(a) to the Trust Agreement. "Indenture" means the indenture, dated as of October 29, 2003 between the Trust and U.S. Bank, as Indenture Trustee. "Indenture Default" has the meaning set forth in Section 5.01 of the Indenture. "Indenture Trustee" means U.S. Bank, as Indenture Trustee under the Indenture. "Independent" means, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Administrative Agent and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director, or Person performing similar functions. "Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01(b), made by an Independent appraiser or other expert appointed by a Trust Order, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof. 10 "Independent Manager" means an individual who was not, at the time of such appointment or at any time in the preceding five years: (i) a director, officer, or employee of any Affiliate of the Transferor (other than any limited purpose or special purpose corporation or limited liability company similar to the Transferor); (ii) a person related to any officer or director of any Affiliate of the Transferor (other than any limited purpose or special purpose corporation or limited liability company similar to the Transferor); (iii) a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Transferor; (iv) a person related to a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Transferor; (v) a material creditor, material supplier, employee, officer, director, family member, manager or contractor of the Transferor or any of its Affiliates; or (vi) a person who controls the Transferor or its Affiliates or any material creditor, material supplier, employee, officer, director, manager, or material contractor of the Transferor or any of its Affiliates. "Initial Class A-1 Note Balance" means $240,300,000. "Initial Class A-2 Note Balance" means $277,000,000. "Initial Class A-3a Note Balance" means $379,950,000. "Initial Class A-3b Note Balance" means $342,450,000. "Initial Class Balance" means the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note Balance or the Initial Class A-3b Note Balance. "Initial Deposit Amount" means the Issuer's deposit to the Reserve Account, on or before the Closing Date, of $28,500,106.27. "Initial Note Balance" means the sum of the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note Balance, and the Initial Class A-3b Note Balance. "Initial Secured Party" has the meaning set forth in the preamble to the Control Agreement. "Initial Securities Balance" means the initial principal amount of the Notes and the Trust Certificates. "Initial Trust Certificate Balance" means $185,305,313.53. "Insurance Expenses" with respect to any 2003-A Vehicle, 2003-A Lease or Lessee, means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the customary servicing procedures of the Servicer or (iii) representing other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under the SUBI Trust Agreement. "Insurance Policy" means any insurance policy (including any self-insurance), including any residual value insurance policy, guaranteed automobile protection policy, comprehensive, collision, public liability, physical damage, personal liability, contingent and excess liability, accident, health, credit, life, or unemployment insurance or any other form of insurance or self-insurance, to the extent such insurance policy relates to the 2003-A Vehicles or the ability of a Lessee to make required payments with respect to the related 2003-A Lease. 11 "Insurance Proceeds" means, with respect to any 2003-A Vehicle, 2003-A Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or the Trustee on behalf of the Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance and amounts collected from a Lessee for amounts of deductibles not covered by Insurance Policies). "Interest" means, as of any date, the ownership interest of a Trust Certificateholder (including the Transferor as holder of the Transferor Trust Certificate) in the Issuer as of such date, including the right of such Trust Certificateholder to any and all benefits to which such Trust Certificateholder may be entitled as provided in this Agreement, together with the obligations of such Trust Certificateholder to comply with all the terms and provisions of this Agreement. "Interest Determination Date" means, with respect to any Interest Period, the day that is two London Business Days prior to the related Interest Reset Date. "Interest Rate" means the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, or the Overdue Interest Rate, as applicable. "Interest Rate Cap Agreement" means 1992 International Swaps and Derivatives Association, Inc. Master Agreement (Multi Currency-Cross Border) dated as of October 29, 2003 (the "1992 ISDA Master Agreement"), including all schedules and confirmations thereto, between the Issuer and the Cap Provider, as the same may be amended, supplemented, renewed, extended or replaced from time to time. "Interest Reset Date" means, with respect to any Interest Period, the first day of such Interest Period; provided that if any Interest Reset Date would otherwise be a day that is not a Business Day, that Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that if that Business Day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding Business Day. "Interest Period" means the Accrual Period with respect to the Class A-3a Notes. "Investment Company Act" means the Investment Company Act of 1940. "Issuer" means Nissan Auto Lease Trust 2003-A, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes. "Issuer Order" and "Issuer Request" means a written order or request of the Issuer signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. "Lease" means any lease contract for a Leased Vehicle assigned. "Lease Documents" has the meaning set forth in the Basic Servicing Agreement; provided that such definition shall refer only to lease documents related to Leases allocated to the 2003-A Lease SUBI. "Leased Vehicle" means a new or used Nissan or Infiniti automobile, sport utility vehicle, minivan or light-duty truck, together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a Lessee pursuant to a Lease. 12 "Lessee" means each Person that is a lessee under a Lease, including any Person that executes a guarantee on behalf of such lessee; provided that such definition shall refer only to Lessees of Leases allocated to the 2003-A SUBI. "Lessee Partial Monthly Payment" means, in connection with the payment by a Lessee of less than 100% of the Monthly Payment due with respect to a 2003-A Lease, the actual amount paid by the Lessee toward such Monthly Payment. "Lessee Initiated Early Termination" as of any date means any Lease that has been terminated by the related Lessee before the related Maturity Date, provided that the lessee is not in default. "Lessor" means each Person that is a lessee under a Lease or assignee thereof, including the Issuer. "Liability" means any liability or expense, including any indemnification obligation. "LIBOR" means, for any Interest Period, the rate for deposits in U.S. dollars for a one-month period that appears on the Designated LIBOR Page, on the related Interest Determination Date; provided that, the following procedures will be followed if LIBOR cannot be determined as described above: (a) With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. (b) If fewer than two quotations referred to in clause (a) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. (c) If the banks so selected by the Calculation Agent are not quoting as mentioned in clause (b) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date. 13 "Lien" means any security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics' liens, any liens that attach to property by operating of law and statutory purchase liens to the extent not past due. "Liquidated Lease" means a 2003-A Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder. "Liquidated Vehicle" means the 2003-A Vehicle related to a Liquidated Lease. "Liquidation Expenses" means reasonable out-of-pocket expenses incurred by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Liquidated Lease, including expenses of any collection effort (whether or not resulting in a lawsuit against the Lessee under such Lease) or other expenses incurred prior to repossession, recovery or return of the Liquidated Vehicle, expenses incurred in connection with the sale or other disposition of a Liquidated Vehicle that has been repossessed or recovered or has reached its Maturity Date, expenses incurred in connection with making claims under any related Insurance Policy and expenses incurred in connection with making claims for any Liquidation Expenses. "Liquidation Proceeds" means all amounts received by the Servicer with respect to a Liquidated Lease and the related Liquidated Vehicle in connection with the attempted realization of the full amount due or to become due under the 2003-A Lease, including Net Auction Proceeds related to such Liquidated Vehicle, but excluding Insurance Proceeds. "London Business Day" means any day on which dealings with U.S. dollars are transacted in the London interbank market. "Majority Interest" means Notes, Trust Certificates or Securities, as the case may be, evidencing a majority of the Outstanding Amount of the related Notes, Trust Certificates or Securities, except that, except as otherwise provided in the Basic Documents, Securities owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates will not be included in such determination for the purpose of making requests, demands, authorizations, directions, notices, consents or other action under the Basic Documents. "Material Adverse Effect" means, with respect to any Person, a material adverse effect on (i) the financial condition or operations of such Person and its Affiliates, taken as one enterprise, (ii) the ability of such Person to perform its material obligations under any of the Basic Documents to which such Person is a party, (iii) the legality, validity or enforceability of any material provision of the Basic Documents to which such Person is a party, (iv) the 2003-A SUBI Certificate's beneficial interest in all or any significant portion of the 2003-A SUBI Assets or the Indenture Trustee's security interest in the 2003-A SUBI Certificate and all or any significant portion of the 2003-A SUBI Assets, or (v) the collectibility or the credit worthiness of all or any significant portion of the 2003-A Leases and the 2003-A Vehicles, other than, in the case of clauses (i) through (v), such Material Adverse Effect which are the direct result of actions or omissions of the party seeking relief under any of the Basic Documents in connection therewith. "Matured Vehicle" as of any date means any Leased Vehicle the related Lease of which has reached its Maturity Date or has been terminated in connection with a Lessee Initiated Early Termination (and the Lessee is not in default under such Lease) or in connection with a Casualty Termination, which Leased Vehicle has been returned to the Servicer on behalf of the Titling Trust, if applicable. 14 "Maturity Date" means, with respect to any Lease, the date on which such Lease is scheduled to terminate as set forth in the such Lease at its date of origination or, in the case of an Extended Lease, the revised termination date. "Monthly Early Termination Sale Proceeds" means, with respect to a Collection Period, all (i) amounts paid by Lessees or Dealers with respect to Early Termination Purchase Option Price payments during such Collection Period and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for 2003-A Vehicles with respect to which the related 2003-A Lease was terminated and which were sold in such Collection Period on or after the termination of the related 2003-A Leases prior to their respective Maturity Dates, reduced by amounts required to be remitted to the related Lessees under applicable law. "Monthly Payment Advance" means, with respect to any 2003-A Lease and any Collection Period, an amount equal to the difference between the Monthly Payment due and the Lessee Partial Monthly Payment. "Monthly Payment" means, with respect to any Lease, the amount of each fixed monthly payment payable to the Lessor in accordance with the terms thereof, net of any portion of such fixed monthly payment that represents an Administrative Charge. "Monthly Principal Distributable Amount" means, for any Payment Date and the related Collection Period, an amount equal to the lesser of (i) the Principal Distribution Amount and (ii) the Available Principal Distribution Amount. "Monthly Remittance Condition" has the meaning set forth in Section 8.03(b) of the 2003-A Servicing Supplement. "Monthly Scheduled Termination Sale Proceeds" means, with respect to a Collection Period, all (i) amounts paid by Lessees or Dealers in the event that either the Lessee or a Dealer elects to purchase a 2003-A Vehicle for its Contract Residual following a termination of the related 2003-A Lease at its Maturity Date and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for 2003-A Vehicles which matured and were sold in such Collection Period on or after the termination of the related 2003-A Leases at their respective Maturity Dates, reduced by amounts required to be remitted to the related Lessees under applicable law. "Moody's" means Moody's Investors Service, Inc. "MRM ALG Residual" means, with respect to any Lease, the residual value estimate produced by Automotive Lease Guide that is a percentage of the "Maximum Residualizable MSRP," which consists of the MSRP of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle. "MSRP" means, with respect to any Leased Vehicle, the Manufacture's Suggested Retail Price. "MSRP ALG Residual" means, with respect to any Lease, residual value estimates produced by Automotive Lease Guide based on the total MSRP of the base vehicle and all NMAC authorized options, without making a distinction between the value adding options and non-value adding options. "NALL II" means Nissan Auto Leasing LLC II, a Delaware limited liability company. 15 "Net Auction Proceeds" means Auction Proceeds net of related Disposition Expenses. "Net Insurance Proceeds" means Insurance Proceeds net of related Insurance Expenses. "Net Liquidation Proceeds" means the Liquidation Proceeds net of related Liquidation Expenses. "NILT, Inc." means NILT, Inc., a Delaware corporation. "NILT Trust" means NILT Trust, a Delaware statutory trust. "NMAC" means Nissan Motor Acceptance Corporation, a California corporation. "Note" means either a Class A-1 Note, a Class A-2 Note, a Class A-3a Note, or a Class A-3b Note, as the context may require. "Note Balance" means the sum of the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, and the Class A-3b Note Balance. "Note Distribution Account" means the trust account established by the Transferor, on behalf of the Issuer pursuant to Section 8.02(b) of the Indenture, into which amounts released from the 2003-A SUBI Collection Account and the Reserve Account for distribution to Noteholders shall be deposited and from which all distributions to Noteholders shall be made. "Note Distribution Amount" means, as of any Payment Date, the amount being distributed to the Noteholders on such Payment Date. "Note Factor" means, with respect to any Class on any Payment Date, the seven digit decimal equivalent of a fraction the numerator of which is the Class Balance for such Class on such Payment Date (after giving effect to any payment of principal on such Payment Date) and the denominator of which is the related Initial Class Balance. "Note Final Scheduled Payment Date" means, with respect to (i) a Class A-1 Note, October 15, 2004, (ii) a Class A-2 Note, December 15, 2005, (iii) a Class A-3a Note, June 15, 2009 and (iv) a Class A-3b Note, June 15, 2009. "Noteholder" means, as of any date, the Person in whose name a Class A-1 Note, Class A-2 Note, Class A-3a Note, or a Class A-3b Note is registered on the Note Register on such date, as the context may require. "Note Owner" means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). "Note Register" and "Note Registrar" have the respective meanings set forth in Section 2.04 of the Indenture. "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes. 16 "Note Distribution Account" has the meaning set forth in the Indenture. "Officer's Certificate" means (a) with respect to the Issuer, a certificate signed by an Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, and delivered to, the Indenture Trustee, and (b) with respect to the Servicer, a certificate signed by an Authorized Officer or the Servicer, under the circumstances described in, and otherwise complying with, the applicable requirements of Sections 8.09 and 8.11 of the 2003-A SUBI Servicing Supplement. "Opinion of Counsel" in relation to the Trust Agreement, means one or more written opinions of counsel who may, except as otherwise expressly provided in the Trust Agreement, be employees of or counsel to the Transferor, the Administrative Agent, or any of their respective Affiliates, and which opinion shall be addressed to and in form and substance satisfactory to the Owner Trustee. In relation to the Indenture, "Opinion of Counsel" means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuer or the Administrative Agent, and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee, comply with any applicable requirements of Section 11.01 of the Indenture, and be in form and substance satisfactory to the Indenture Trustee. "Optimal Principal Distributable Amount" means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following amounts: (i) for each 2003-A Vehicle for which the related 2003-A Lease did not terminate during such Collection Period, the difference between the Securitization Value of such 2003-A Lease at the beginning and at the end of such Collection Period; (ii) for each 2003-A Vehicle for which the related 2003-A Lease reached its Maturity Date during such Collection Period, the Securitization Value of such 2003-A Lease as of such Maturity Date; (iii) for each 2003-A Vehicle purchased by the Servicer before its Maturity Date, the Repurchase Payment with respect to the related 2003-A Lease; and (iv) for each 2003-A Lease terminated prior to its Maturity Date that becomes a Defaulted Lease during such Collection Period or is terminated by the related Lessee or the Servicer during such Collection Period pursuant to a Lessee Initiated Early Termination or a Casualty Termination, the Securitization Value of the related 2003-A Lease as of the effective date of termination of such 2003-A Lease. "Optional Purchase" has the meaning set forth in Section 9.03(a) of the Trust Agreement. "Optional Purchase Price" has the meaning set forth in Section 9.03(a) of the Trust Agreement. "Origination Trust" means Nissan-Infiniti LT, a Delaware statutory trust. "Origination Trust Agreement" means the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, NMAC, as servicer, Wilmington Trust Company, as Delaware trustee, NILT, Inc., as trustee, and U.S. Bank National Association, as Trust Agent. 17 "Origination Trustee" means NILT, Inc., in its capacity as trustee of the Origination Trust. "Other SUBI" means any SUBI other than a 2003-A SUBI. "Outstanding" means, as of any date, all Notes (or all Notes of an applicable Class), all Trust Certificates or all Securities, as the case may be, theretofore authenticated and delivered under the Indenture and/or the Trust Agreement, as applicable, except: (i) Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation or Trust Certificates theretofore cancelled by the Certificate Registrar or delivered to the Certificate Registrar for cancellation; (ii) Notes (or Notes of an applicable Class) or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be redeemed pursuant to an Optional Purchase, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made) or Trust Certificates or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee, the Owner Trustee or any Paying Agent in trust for the related Trust Certificateholders (provided, however, that if the principal with respect to such Trust Certificates will be paid pursuant to an Optional Purchase, notice of such payment has been duly given pursuant to the Trust Agreement or provision therefor, satisfactory to the Owner Trustee); and (iii) Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser or Trust Certificates in exchange for or in lieu of other Trust Certificates that have been authenticated and delivered pursuant to the Trust Agreement unless proof satisfactory to the Owner Trustee is presented that any such Trust Certificates that such Trust Certificates are held by a bona fide purchaser, to the extent that the Trust Certificates are transferable; provided, that, unless otherwise specified in the Indenture, with respect to the Notes, or the Trust Agreement, with respect to the Trust Certificates, or in another Basic Document, in determining whether Noteholders or Trust Certificateholders holding the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Basic Document, Notes or Trust Certificates owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate thereof is the Servicer) or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, unless all such Notes or Trust Certificates Outstanding are owned by the Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate thereof is the Servicer), or any of their respective Affiliates; provided, further, that, in determining whether the Indenture Trustee or the Owner Trustee, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes or Trust Certificates, as applicable, that a Responsible Officer knows to be so owned shall be so disregarded. Notes or Trust Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be, such pledgee's right so to act with respect to such Notes or such Trust Certificates and that such pledgee is not the Issuer, the Transferor, the Administrative Agent, or any of their respective Affiliates. 18 "Outstanding Amount" means, as of any date, the aggregate principal amount of the applicable Notes or Certificates Outstanding, as applicable, reduced by all payments of principal made in respect thereof on or prior to such date. "Overdue Interest Rate" means, with respect to any Class, the Interest Rate applicable to such Class. "Owner Corporate Trust Office" means the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890; or at such other address as the Owner Trustee may designate from time to time by notice to the Trust Certificateholders and the Indenture Trustee, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee shall notify the Trust Certificateholders and the Indenture Trustee). "Owner Trust Estate" means the property of the Issuer, including (i) the 2003-A SUBI Certificate (transferred pursuant to the Trust SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 2003-A SUBI Assets, including the right to payments thereunder from certain amounts in respect of the 2003-A Leases and received from the sale or other disposition of the Leased Vehicles on deposit in the SUBI Collection Account and investment earnings, net of losses and investment expenses, on amounts on deposit in the SUBI Collection Account; (ii) amounts deposited into the Reserve Account; (iii) the proceeds of the Interest Rate Cap Agreement and the rights of the Issuer under the Interest Rate Cap Agreement; (iv) the rights of the Issuer as secured party under the Back-up Security Agreement; (v) the rights of the Issuer to the funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time deposited or credited thereto and all proceeds thereof; (vi) the rights of the Transferor, as transferee, under the SUBI Certificate Transfer Agreement; (vii) the rights of the Issuer, as transferee, under the Trust SUBI Certificate Transfer Agreement; (viii) the rights of the Issuer as a third-party beneficiary under the Servicing Agreement, to the extent relating to the 2003-A SUBI Assets, including rights to certain Advances, and the SUBI Trust Agreement; and (ix) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing. "Owner Trustee" means Wilmington Trust Company, a Delaware banking corporation, as trustee of the Issuer under the Trust Agreement. "Paying Agent" means, (i) under the Indenture, U.S. Bank, as Indenture Trustee, or any other Person that meets the eligibility standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Note Distribution Account, including the payment of principal of or interest on the Notes on behalf of the Issuer, and (ii) under the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust Agreement and shall initially be the U.S. Bank. "Payment Ahead" means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a 2003-A Lease in excess of the Monthly Payment due with respect to such 2003-A Lease, which amount the Lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods. "Payment Date" means the 15th day of each month, or if such day is not a Business Day, then the next succeeding Business Day, beginning on November 17, 2003. 19 "Payment Date Advance Reimbursement" has the meaning set forth in Section 8.03(a)(iv)(A) of the 2003-A Servicing Supplement. "Payment Date Certificate" has the meaning set forth in Section 8.03(a) of the Indenture. "Payoff" means amounts paid to the Servicer to purchase a 2003-A Vehicle. "Permitted Investments" has the meaning set forth in the Titling Trust Agreement. "Person" means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government, or any agency or political subdivision thereof. "Pledgors" means NMAC, the Titling Trust, NILT Trust, the Transferor, and the Issuer. "Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. "Principal Carryover Shortfall" means, as of the close of any Payment Date, the excess, if any, of the Principal Distribution Amount over the Monthly Principal Distributable Amount. "Principal Distribution Amount" means, for any Payment Date, the aggregate amount of principal payable on the Securities, equal to the sum of (i) the Optimal Principal Distributable Amount and (ii) any Principal Carryover Shortfall as of the preceding Payment Date; provided, however, that on or after the Note Final Scheduled Payment Date for any Class of Notes and so long as no Indenture Default has been declared, the Principal Distribution Amount shall equal, until the Class Balance of such Class is reduced to zero, the greater of (i) such Class Balance and (ii) the sum of (A) the Optimal Principal Distributable Amount and (B) any Principal Carryover Shortfall as of the preceding Payment Date. Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the outstanding Securities Balance and the aggregate amount of principal paid in respect of a Class shall not exceed the related Initial Class Balance. "Proceeding" has the meaning set forth in the Titling Trust Agreement. "Prospectus" means the Prospectus, dated October 21, 2003, relating to the offering of the Notes. "Rated Securities" has the meaning set forth in the Titling Trust Agreement. "Rating Agency" means, with respect to the 2003-A SUBI, each of Fitch, Moody's and Standard & Poor's. "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have been given ten Business Days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof by the Transferor, the Administrative Agent, or the Issuer. "Rating Event" means the qualification, reduction, or withdrawal by such Rating Agency of its then-current rating of any Class. 20 "Reallocation Payment" means the proceeds allocated from the UTI to the 2003-A SUBI in connection with any reallocation of a Matured Vehicle or a Defaulted Vehicle from the 2003-A SUBI to the UTI pursuant to Section 8.02(c) of the 2003-A Servicing Supplement in an amount equal to the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle. "Record Date" means, with respect to any Payment Date, the close of business on the day immediately preceding such Payment Date. "Recoveries" means, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to all 2003-A Leases which (i) became Liquidated Leases before such Collection Period and (ii) have reached or were terminated prior to their respective Maturity Dates before such Collection Period and with respect to which the proceeds from the sale of the related 2003-A Vehicles were received before such Collection Period, minus any amounts remitted to the related Lessees as required by law. "Redemption Date" means in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by the Administrative Agent or the Issuer pursuant to Section 10.01 of the Indenture. "Redemption Price" means an amount equal to the Note Balance plus accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so redeemed (including, to the extent allowed by law, interest on overdue interest, if applicable), up to but excluding the Redemption Date. "Registered Pledgee" has the meaning set forth in the Titling Trust Agreement. "Registered Holder" means the Person in whose name a Note is registered on the Note Register on the related Deposit Date. "Related Beneficiary" means each of NILT Trust and NALL II. "Related Documents" shall mean all of the Basic Documents to which the Issuer or the Owner Trustee is a party. "Remaining Net Auction Proceeds" means Net Auction Proceeds, less amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly Early Termination Sale Proceeds and Liquidation Proceeds. "Remaining Payoffs" means Payoffs, less amounts included in Monthly Scheduled Termination Sale Proceeds and Monthly Termination Sale Proceeds. "Repayment Price" means an amount equal to the unpaid principal amount of the Trust Certificates. "Repurchase Payment" means, with respect to a 2003-A Lease and the related 2003-A Vehicle required to be purchased by the Servicer pursuant to Section 8.02(a) and Section 8.02(b) of the Servicing Agreement, the sum of (i) the Securitization Value of the 2003-A Lease as of the end of the Collection Period preceding the Collection Period in which the Servicer granted an extension with respect to such 2003-A Lease or discovers or receives notice of the change in domicile with respect to Section 8.02(a) of the Servicing Agreement or discovers a breach of representations or warranties pursuant to Section 8.02(b) of the Servicing Agreement and (ii) any delinquent Monthly Payments 21 which have not been paid by the related Lessee by the end of the Collection Period relating to the Deposit Date on which the Repurchase Payment will be made. "Required Deposit Rating" has the meaning set forth in the Titling Trust Agreement. "Required Percentage" means the holders of not less than 66 2/3% of the (i) Outstanding Amount in the case of the Notes or (ii) Aggregate Certificate Balance in the case of the Trust Certificates. "Required Related Holders" has the meaning set forth in the Basic Servicing Agreement. "Reserve Account" means the account established pursuant to Section 5.01(b) of the Trust Agreement, which shall be account number 77145002 in the name "U.S. Bank National Association, as Indenture Trustee, Nissan Auto Lease Trust 2003-A Reserve Account" established with the Securities Intermediary pursuant to the Trust Agreement, together with any successor accounts established pursuant to the Indenture, or after release of the lien of the Indenture, the Trust Agreement. "Reserve Account Deposit Amount" means, (i) on the Closing Date, the Initial Deposit Amount and thereafter, for any Payment Date and the related Collection Period to the extent the amounts on deposit in the Reserve Account are less than the Reserve Account Requirement, an amount equal to the sum of (a) any Excess Amounts with respect to the related Collection Period and (b) net income realized on the investment of funds on deposit in the 2003-A SUBI Collection Account and the Reserve Account in respect of such Collection Period. "Reserve Account Draw Amount" means, for any Payment Date, the amount withdrawn from the Reserve Account, equal to the lesser of (a) the Available Funds Shortfall Amount, if any, or (b) the amount on deposit in the Reserve Account after giving effect to all deposits thereto on the related Deposit Date or such Payment Date. "Reserve Account Property" means the Reserve Account and all cash, investment property and other property from time to time deposited or credited to the Reserve Account and all proceeds thereof, including, without limitation, the Initial Deposit. "Reserve Account Requirement" means on any Payment Date, an amount equal to $49,875,185.97. "Residual Value" means the lowest of (i) the Contract Residual, (ii) the MSRP ALG Residual and (iii) the MRM ALG Residual. "Residual Value Loss" means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the Securitization Value of the related 2003-A Vehicle at (a) the Maturity Date of the related 2003-A Lease or (b) the date the related 2003-A Lease was terminated and (ii) the sum of all related Net Auction Proceeds and Net Insurance Proceeds. "Residual Value Surplus" means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the sum of all related Net Auction Proceeds and Net Insurance Proceeds and (ii) the Securitization Value of the related 2003-A Vehicle at (a) the Maturity Date of the related 2003-A Lease or (b) the date the related 2003-A Lease was terminated by the Lessee. "Responsible Officer" means, with respect to the Indenture Trustee, any officer within the Corporate Trust Department (or any successor group of the Indenture Trustee), including any Vice 22 President, Assistant Secretary, or other officer or assistant officer of the Indenture Trustee customarily performing functions similar to those performed by the people who at such time shall be officers, or to whom any corporate trust matter is referred within Corporate Trust Department because of his knowledge of and familiarity with the particular subject. "Restricted Jurisdiction" means Alabama and any additional jurisdiction in which the Titling Trust is not qualified and licensed to do business; provided, that the Servicer may change the designation of a jurisdiction as a "Restricted Jurisdiction" by delivering an Officer's Certificate to the Indenture Trustee and the Owner Trustee to the effect that (i) Leased Vehicles may be titled in the name of the Titling Trustee or the Titling Trustee on behalf of the Titling Trust and beneficial interests therein may be transferred without retitling in Alabama or such other additional jurisdiction, as the case may be, and (ii) such change in designation will not have a material adverse effect on the Issuer. "Rule 144A" means Rule 144A promulgated by the Commission under the Securities Act. "Rule 144A Information" means information requested of the Transferor, in connection with the proposed transfer of a Trust Certificate, to satisfy the requirements of paragraph (d)(4) of Rule 144A. "Sales Proceeds Advance" means the amount advanced by the Servicer to the Issuer on a Deposit Date equal to the Securitization Value of each 2003-A Lease relating to a 2003-A Vehicle that terminated early (but was not a Lease in default) and the amount equal to the Residual Value of each 2003-A Lease relating to a 2003-A Vehicle that matured on its scheduled termination date. "Schedule of 2003-A Leases and 2003-A Vehicles" means the schedule of 2003-A Leases and 2003-A Vehicles attached as Exhibit A to the 2003-A SUBI Supplement and the 2003-A Servicing Supplement (which may be supplied in CD-Rom form) which shall set forth as to each 2003-A Lease or 2003-A Vehicle, as the case may be, (i) the identification number of the 2003-A Lease, (ii) the identification number of the 2003-A Vehicle, (iii) the related Maturity Date and (iv) the value of the 2003-A Lease and the related 2003-A Vehicle on the Servicer's books as of the Cutoff Date. "Secretary of State" means the Secretary of State of the State of Delaware. "Secured Obligations" has the meaning set forth in Section 5.02(f) of the Trust Agreement. "Securities" means the Trust Certificates and the Notes, collectively. "Securities Act" means the Securities Act of 1933, as amended. "Securities Balance" means, as of any date, the unpaid principal amount of the Securities as of such date. "Securities Intermediary" means U.S. Bank. "Securitization Rate" means, with respect to a 2003-A Lease, an annualized rate that is equal to 5.10%. "Securitization Value" means, with respect to any 2003-A Lease, the value calculated by the Servicer equal to, as of (i) its Maturity Date, the Residual Value and (ii) any other date, the present 23 value, discounted at the Securitization Rate, of the sum of (a) the aggregate Monthly Payments remaining to be made and (b) the Residual Value. "Securitized Financing" has the meaning set forth in the Titling Trust Agreement. "Security" means either a Note or a Trust Certificate, as the context may require. "Security Entitlement" has the meaning set forth in Section 8-102(a)(17) of the New York UCC. "Securityholder" means each registered holder of a Note or a Trust Certificate. "Securityholder Available Funds" means, for any Payment Date, all remaining Available Funds after giving effect to the payment to the Servicer of the Servicer Monthly Payment. "Servicer" means NMAC, as Servicer under the Servicing Agreement. "Servicer Default" has the meaning set forth in Section 4.01 to the Basic Servicing Agreement and under Section 8.12 of the 2003-A Servicing Supplement. "Servicer Letter of Credit" means a letter of credit, surety bond or insurance policy issued by a depository institution, insurance company, or financial institution having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee or Trust Agent, as the case may be, may draw thereupon in the event the Servicer satisfies the Monthly Remittance Condition but fails to deposit SUBI Collections into the 2003-A SUBI Collection Account by the related Deposit Date. "Servicer Monthly Payment" means, with respect to a Payment Date and the related Collection Period, the amount to be paid to the Servicer pursuant to Section 8.03(a)(iv) of the 2003-A Servicing Supplement in respect of (i) the Payment Date Advance Reimbursement and (ii) the Servicing Fee, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods. "Servicing Agreement" means the Basic Servicing Agreement, as supplemented by the 2003-A Servicing Supplement. "Servicing Fee" means, with respect to the 2003-A SUBI Assets, the fee payable on each Payment Date equal to, for the related Collection Period, one-twelfth of the product of (i) 1.00% and (ii) the aggregate Securitization Value of all 2003-A Leases as of the first day of such Collection Period. "Settlement Statement" means a statement substantially in the form of Exhibit B to the 2003-A Servicing Supplement. "Special Purpose Affiliate" means a special purpose entity that is an Affiliate of a Beneficiary and was created for the purposes of one or more Securitized Financings. "Standard & Poor's" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. "State" means any state of the United Sates, Puerto Rico, or the District of Columbia. 24 "Statutory Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. "SUBI" has the meaning set forth in the Recitals to the 2003-A Servicing Supplement. "SUBI Certificate" has the meaning set forth in Section 3.02(a) of the Titling Trust Agreement. "SUBI Certificate Transfer Agreement" means the SUBI Certificate Transfer Agreement, dated as of October 29, 2003, 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 2003-A SUBI Assets during the Collection Period, including: (i) Monthly Payments (including Payments Ahead when received), Payoffs, and any other payments under the 2003-A Leases (excluding any Administrative Charges); (ii) Reallocation Payments and Repurchase Payments made by the Servicer; (iii) Monthly Scheduled Termination Sale Proceeds; (iv) Monthly Early Termination Sale Proceeds; (v) Net Liquidation Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions Proceeds; (viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear Charges; (x) Recoveries and (xi) Residual Value Surplus; in each case to the extent not duplicative with any other clause of this definition. "SUBI Trust Agreement" means the Titling Trust Agreement, as supplemented by a 2003-A SUBI Supplement. "Sub-Trust" has the meaning set forth in Section 3.01(b) of the Titling Trust Agreement. "Termination Event" has the meaning set forth in the Interest Rate Cap Agreement. "Titling Trust" means Origination Trust. "Titling Trust Agreement" means Origination Trust Agreement. "Titling Trustee" means Origination Trustee. "TIA" means the Trust Indenture Act of 1939. "Transferor" means NALL II. "Transferor's Formation Documents" means the Certificate of Formation of Nissan Auto Leasing LLC II, dated as of October 24, 2001 and the Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of October 29, 2001. "Transfer Price" has the meaning set forth in Section 2.01 to the SUBI Certificate Transfer Agreement and the Trust SUBI Certificate Transfer Agreement, as the context may require. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary 25 regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. "Trust" means Nissan Auto Lease Trust 2003-A, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes. "Trust Account" has the meaning set forth in the Titling Trust Agreement. "Trust Administration Agreement" means the Trust Administration Agreement, dated as of October 29, 2003, among the NMAC, as the Administrative Agent, the Issuer, the Transferor and the Indenture Trustee. "Trust Agent" means U.S. Bank, as Trust Agent under the Titling Trust Agreement. "Trust Agreement" means the trust agreement, dated as of May 13, 2003, as amended and restated by the Amended and Restated Trust Agreement dated as of October 29, 2003, between the Transferor and the Owner Trustee. "Trust Assets" has the meaning set forth in the Titling Trust Agreement. "Trust Certificateholder" means the Person in whose name a Trust Certificate is registered on the Certificate Register. "Trust Certificates" means the Asset Backed Certificates issued pursuant to the Trust Agreement, substantially in the form of Exhibit A to the Trust Agreement. "Trust Documents" has the meaning set forth in the Titling Trust Agreement. "Trust Estate" means all money, accounts, chattel paper, general intangibles, goods, instruments, investment property, securities, deposit accounts and other property subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including the Collateral Granted to the Indenture Trustee), including (i) the 2003-A SUBI Certificate, evidencing a 100% beneficial interest in the 2003-A SUBI Assets, including the right to payments thereunder from certain amounts in respect of the 2003-A Leases and 2003-A Vehicles on deposit in the 2003-A SUBI Collection Account and investment earnings, net of losses and investment expenses on amounts on deposit in the 2003-A SUBI Collection Account, (ii) amounts deposited in the Reserve Account, (iii) the proceeds of the Interest Rate Cap Agreement and the rights of the Issuer under the Interest Rate Cap Agreement, (iv) the rights of the Issuer under the Back-up Security Agreement, (v) the rights of the Issuer to the funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (vi) the rights of the Transferor, as transferee under the SUBI Certificate Transfer Agreement, (vii) the rights of the Issuer, as transferee under the Trust SUBI Certificate Transfer Agreement, (viii) the rights of the Issuer as a third-party beneficiary of the Servicing Agreement, including the right to certain Advances, and the SUBI Trust Agreement, and (ix) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property, securities, deposit accounts and other property consisting of, arising from or relating to the foregoing. "Trust SUBI Certificate Transfer Agreement" means the Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003, between NALL II, as transferor, and the Issuer, as transferee. 26 "Trustee" means NILT, Inc., in its capacity as trustee of the Titling Trust. "2003-A Eligible Lease" means a Lease as to which the following are true as of the Cutoff Date: (a) relates to a Nissan automobile, light duty truck, minivan, or sport utility vehicle, of a model year of 2001 or later; (b) is written with respect to a Leased Vehicle that was at the time of the origination of the related Lease a new Nissan motor vehicle; (c) was originated in the United States on or after March 24, 2000 by a Dealer (i) for a Lessee with a United States address, (ii) in the ordinary course of such Dealer's business, (iii) pursuant to a Dealer agreement that provides for recourse to the dealer in the event of certain defects in the Lease, but not for default by the Lessee, and (iv) in compliance with procedures set forth in the Credit and Collection Policy; (d) is payable solely in United States dollars; (e) is owned, and the related Leased Vehicle is owned by the Titling Trust, free of all liens (including tax liens, mechanics' liens, and other liens that arise by operation of law); (f) has a remaining term to maturity as of the Cutoff Date, of not less than 3 months and not greater than 58 months. (g) provides for level payments that fully amortize the adjusted capitalized cost of the Lease at a contractual annual percentage rate to the related Contract Residual over the lease term and, in the event of a Lessee initiated early termination, provides for payment of the Early Termination Charge; (h) was originated in compliance with, and complies in all material respects with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the Board of Governors of the Federal Reserve, all state leasing and consumer protection laws and all state and federal usury laws; (i) is not more than 29 days past due as of the Cutoff Date; (j) (A) is the valid, legal and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of credits' rights in general or (ii) general principles of equity, (B) has not been satisfied, subordinated, rescinded, canceled or terminated, (C) is a Lease as to which no right of rescission, setoff, counterclaim or defense shall have been asserted or threatened in writing, (D) is a Lease as to which no default (other than payment defaults continuing for a period of no more than 29 days as of the Cutoff Date), breach or violation shall have occurred and no continuing condition that with notice or lapse of time or both would constitute a default, breach or violation shall have occurred and (E) is a Lease as to which none of the foregoing shall have been waived (other than deferrals and waivers of late payment charges or fees permitted under the Servicing Agreement); (k) is a Lease which has not been deemed to be uncollectible; 27 (l) the related Lessee of which is a person located in one or more of the 50 states of the United States or the District of Columbia and is not (i) NMAC or any of its Affiliates, or (ii) the United States or any State or any agency or potential subdivision thereof; (m) is a Lease for which there is only one executed original; (n) has an original term of not less than 24 months and not greater than 48 months; (o) is a Lease for which the related Lease Documents are located at an address specified by the Servicer; (p) constitutes "chattel paper" as defined in the UCC; (q) is not recourse to the Dealer; (r) with respect thereto, NMAC, in accordance with its customary procedures, has determined at the time of origination of such Lease that the related Lessee has agreed to obtain physical damage insurance covering the related Leased Vehicle and is required under the terms of such Lease to maintain such insurance; and (s) has a Securitization Value, as of its origination date, of no greater than $47,000. "2003-A Lease" has the meaning set forth in Section 8.01 of the 2003-A Servicing Supplement. "2003-A Servicing Supplement" means the 2003-A SUBI Servicing Supplement to the Basic Servicing Agreement, dated as of October 29, 2003, among the parties to the Basic Servicing Agreement. "2003-A SUBI" has the meaning set forth in Section 12.01(a) of the 2003-A SUBI Supplement. "2003-A SUBI Assets" has the meaning set forth in Section 12.01(b) to the 2003-A SUBI Supplement. "2003-A SUBI Account" means the 2003-A SUBI Collection Account, and any other Trust Account established with respect to the 2003-A SUBI, as the context may require. "2003-A SUBI Certificate" has the meaning set forth in the recitals of the 2003-A SUBI Supplement. "2003-A SUBI Collection Account" means the trust account established pursuant to Section 14.01(a) of the 2003-A SUBI Supplement. "2003-A SUBI Supplement" means the 2003-A SUBI Supplement to the Titling Trust Agreement, dated as of October 29, 2003, among the parties to the Titling Trust Agreement. "2003-A Vehicle" has the meaning set forth in Section 8.01 to the 2003-A SUBI Servicing Supplement. "UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction. 28 "Underwriting Agreement" means the underwriting agreement relating to the Notes dated October 21, 2003, among JP Morgan Securities Inc., as Representative, on behalf of the several underwriters, NMAC and the Transferor. "United States" means the United States of America, its territories and possessions and areas subject to its jurisdiction. "U.S. Bank" means U.S. Bank National Association. "UTI" has the meaning set forth in Section 3.01(a) of the Titling Trust Agreement. "UTI Beneficiary" means NILT Trust, in its capacity as the initial beneficiary of the Titling Trust. "UTI Certificate" has the meaning set forth in Section 3.03 of the Titling Trust Agreement. "Vehicle Representation Date" has the meaning set forth in the Basic Servicing Agreement. Section 1.02. Interpretative Provisions. Any reference in this Agreement of Definitions to any agreement means such agreement as it may be amended, restated, supplemented, or otherwise modified from time to time; any reference in this Agreement of Definitions to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated hereunder; and any reference in this Agreement of Definitions to a Person shall include the successor or assignee of such Person. Section 1.03. Notices. All demands, notices, and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: the Issuer, at c/o Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration with a copy to the Administrative Agent, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NILT Trust, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; Nissan-Infiniti LT, at 990 West 190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NMAC, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; the Transferor, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Secretary; NILT, Inc., at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611 (telecopier no. (312) 836-6701) Attention: NILT Inc.; Wilmington Trust Company, as Owner Trustee and Delaware Trustee, at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; and U.S. Bank National Association, as Indenture Trustee and Trust Agent, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, IL 600611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A. Section 1.04. Amendment. (a) This Agreement of Definitions may be amended by the parties hereto, without the consent of any of the Noteholders or the Trust Certificateholders, to cure any 29 ambiguity, to correct or supplement any provisions herein or therein, to add, change or eliminate any other provisions hereof or thereof with respect to matters or questions arising hereunder or thereunder that shall not be inconsistent with the provisions hereof or thereof, or to add or amend any provision therein in connection with permitting transfers of the Certificates or the Notes; provided, however, that any such action shall not, in the good faith judgment of the parties hereto or thereto, adversely affect in any material respect the interests of any Noteholders, any Certificateholders, the Indenture Trustee, the Owner Trustee or the Titling Trustee; or, as a condition to the effectiveness of such amendment, the Indenture Trustee and the Owner Trustee shall have received an Opinion of Counsel to the effect that such action shall not adversely affect in any material respect the interests of any Noteholders or any Certificateholders; and provided, further that any amendment eliminating the Reserve Account or reducing the Reserve Account Requirement shall also require NALL II to deliver to the Owner Trustee an Opinion of Counsel to the effect that after such amendment, for federal income tax purposes, the Issuer will not be treated as an association taxable as a corporation and the Notes should properly be characterized as indebtedness that is secured by the assets of the Issuer. (b) This Agreement of Definitions may also be amended from time to time by the parties hereto including with respect to (i) changing the formula for determining the Reserve Account that which could result in a decrease in the amount of the Reserve Account Requirement, (ii) changing the remittance schedule for deposits in the 2003-A Note Distribution Account and the 2003-A Certificate Distribution Account, or (iii) changing the definition of "Eligible Investments", if either (A) the Indenture Trustee has been furnished with confirmation (written or oral) from each Rating Agency to the effect that such amendment would not cause its then-current rating of any Rated Securities to be qualified, reduced or withdrawn, or (B) the Indenture Trustee has received the consent of the Noteholders holding Notes representing more than 50% of the aggregate Outstanding Principal Amount, voting together as a single class, and the Owner Trustee has received the consent of the Trust Certificateholders holding Trust Certificates representing more than 50% of the aggregate outstanding principal amount of the Trust Certificates (which consent of any Noteholder or Trust Certificateholder given pursuant to this Section 1.03(b) or pursuant to any other provision of this Agreement of Definitions shall be conclusive and binding on such Noteholder or Trust Certificateholder and on all future Noteholders or Trust Certificateholders of such Note and of any or Note or Trust Certificate issued upon the transfer thereof or in exchange thereof, or in lieu thereof whether or not notation of such consent is made upon the Note or Trust Certificate); provided, however, that (1) any amendment eliminating the Reserve Account or reducing the Reserve Account Requirement to less than the lesser of the Reserve Account Initial Deposit and the sum of the Note Balance and the Certificate Balance as of the related Distribution Date (after giving effect to reductions in the Note Balance and Certificate Balance on such Distribution Date), shall also require that the Indenture Trustee and each Rating Agency receive an Opinion of Counsel to the effect that, after such amendment, for federal income tax purposes the Notes will properly be characterized as indebtedness that is secured by the assets of the Issuer; and (2) no such amendment shall (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 2003-A SUBI Certificate or distributions that shall be required to be made on any Note or Certificate or (y) reduce the aforesaid percentage of the Notes or of the Trust Certificates required to consent to any such amendment, without the consent of all of the Noteholders and all of the Trust Certificateholders holding Notes or Trust Certificates, as applicable, then outstanding. Section 1.05. Severability of Provisions. Any provision of this Agreement of Definitions that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and 30 any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 1.06. Counterparts. This Agreement of Definitions may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 1.07. Headings. The headings of the various Articles and Sections herein are for convenience or reference only and shall not define or limit any of the terms or provisions hereof. Section 1.08. Governing Law. THIS AGREEMENT OF DEFINITIONS SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. 31 IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Definitions to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN MOTOR ACCEPTANCE CORPORATION Individually, as Servicer, and as Administrative Agent By: /s/ Steven R. Lambert -------------------------------------------- Name: Steven R. Lambert Title: President NISSAN-INFINITI LT By: NILT, INC., as Trustee for Nissan-Infiniti LT By: /s/ Patricia M. Child ---------------------------------------- Name: Patricia M. Child Title: President NILT TRUST as UTI Beneficiary, Grantor, and Transferor By: U.S. BANK NATIONAL ASSOCIATION, as Trustee for NILT Trust By: /s/ Patricia M. Child --------------------------------------- Name: Patricia M. Child Title: Vice President NILT, INC. as Trustee for Nissan-Infiniti LT By: /s/ Patricia M. Child ------------------------------------------- Name: Patricia M. Child Title: President Agreement of Definitions S-1 NISSAN AUTO LEASING LLC II By: /s/ Joji Tagawa ------------------------------------------- Name: Joji Tagawa Title: Treasurer NISSAN AUTO LEASE TRUST 2003-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: /s/ Anita E. Dallago --------------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer WILMINGTON TRUST COMPANY as Owner Trustee and as Delaware Trustee By: /s/ Anita E. Dallago ------------------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer U.S. BANK NATIONAL ASSOCIATION as Trust Agent, Indenture Trustee, and as Secured Party By: /s/ Patricia M. Child ------------------------------------------- Name: Patricia M. Child Title: Vice President Agreement of Definitions S-2 EX-10.2 5 a94371exv10w2.txt EXHIBIT 10.2 EXHIBIT 10.2 - -------------------------------------------------------------------------------- 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 ------------------------- 2003-A SUBI SUPPLEMENT Dated as of October 29, 2003 ------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE ARTICLE ELEVEN DEFINITIONS Section 11.01. Definitions................................................ 2 Section 11.02. Interpretive Provisions.................................... 2 Section 11.03. Rights in Respect of the 2003-A SUBI....................... 3 ARTICLE TWELVE CREATION OF THE 2003-A SUBI Section 12.01. Creation of 2003-A SUBI Assets and the 2003-A SUBI......... 3 Section 12.02. Transfer of 2003-A SUBI Interests.......................... 4 Section 12.03. Issuance and Form of 2003-A SUBI Certificate............... 4 Section 12.04. Actions and Filings........................................ 6 Section 12.05. Termination of the 2003-A SUBI............................. 6 Section 12.06. Representations and Warranties of Trustee.................. 7 Section 12.07. Transfer and Assignment of Certificates.................... 7 ARTICLE THIRTEEN 2003-A SUBI PLEDGE Section 13.01. Registration of the 2003-A SUBI Pledge..................... 7 ARTICLE FOURTEEN 2003-A SUBI ACCOUNTS Section 14.01. 2003-A SUBI Collection Account............................. 8 Section 14.02. 2003-A Reserve Account..................................... 8 Section 14.03. Investment of Monies in 2003-A SUBI Accounts............... 8 Section 14.04. No Residual Value Account or Payahead Account.............. 9 ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS Section 15.01. Amendment.................................................. 9 Section 15.02. Governing Law.............................................. 10 Section 15.03. Notices.................................................... 10 Section 15.04. Severability of Provisions................................. 10 Section 15.05. Effect of Supplement on Titling Trust Agreement............ 10 Section 15.06. No Petition................................................ 11

-i- TABLE OF CONTENTS (CONTINUED)

PAGE EXHIBITS Exhibit A - Schedule of 2003-A Leases and 2003-A Leased Vehicles............... A-1 Exhibit B - Form of 2003-A SUBI Certificate.................................... B-1

-ii- 2003-A SUBI SUPPLEMENT This 2003-A SUBI Supplement, dated as of October 29, 2003, is among NILT Trust, a Delaware statutory trust ("NILT Trust"), as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer (in such capacity, the "Servicer"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee"), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (in such capacity, the "Trust Agent"). RECITALS A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among the parties hereto, Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), was formed to take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); B. The UTI Beneficiary, the Servicer and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the "Basic Servicing Agreement"), by and among the UTI Beneficiary, the Servicer, and the Titling Trust, which provides for, among other things, the servicing of the Trust Assets by the Servicer; C. Pursuant to the Titling Trust Agreement, from time to time the Trustee, on behalf of the Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the books and records of the Titling Trust certain Trust Assets and create and issue one or more special units of beneficial interest (each, a "SUBI"), the beneficiaries of which generally will be entitled to the net cash flows arising from such Trust Assets; D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by this 2003-A SUBI Supplement, the "SUBI Trust Agreement") to create a SUBI (the "2003-A SUBI"); E. The parties hereto desire to identify and allocate to the 2003-A SUBI a separate portfolio of Trust Assets consisting of leases (the "2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the "2003-A Vehicles"), and certain other related assets; F. The parties hereto also desire to issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate"). G. NILT Trust will transfer the 2003-A SUBI Certificate to Nissan Auto Leasing LLC II ("NALL II") pursuant to the SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "SUBI Certificate Transfer Agreement"). NALL II will further transfer the 2003-A SUBI Certificate to Nissan Auto Lease Trust 2003-A (the "Trust") pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "Trust SUBI Certificate Transfer Agreement"), between NALL II, as transferor (the "Transferor") and the Trust, as transferee. SUBI Supplement 1 H. Pursuant to the Indenture, dated as of October 29, 2003 (the "Indenture"), by and between the Trust, as issuer (the "Issuer") and U.S. Bank, as Indenture Trustee (the "Indenture Trustee"), the Issuer will (i) issue $240,300,000 aggregate principal amount of 1.16563% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $277,000,000 aggregate principal amount of 1.69000% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $379,950,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-3a (the "Class A-3a Notes"), and $342,450,000 aggregate principal amount of 2.57000% Asset Backed Notes, Class A-3b (the "Class A-3b Notes," and together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3a Notes, the "Notes"); and (ii) pledge the 2003-A SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes. I. The parties hereto also desire to register a pledge of the 2003-A SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ELEVEN DEFINITIONS Section 11.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among the Issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), NALL II, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee and owner trustee (in such capacity, the "Owner Trustee") and U.S. Bank, as Trust Agent and Indenture Trustee. Section 11.02. Interpretive Provisions. For all purposes of this 2003-A SUBI Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this 2003-A SUBI Supplement include all Exhibits hereto, (iii) references to words such as "herein," "hereof" and the like shall refer to this 2003-A SUBI Supplement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as "Article Twelve" or "Section 12.01" shall refer to the applicable Article or Section of this 2003-A SUBI Supplement, (v) the term "include" and all variations thereof shall mean "include without limitation," (vi) the term "or" shall include "and/or", and (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Any reference in this 2003-A SUBI Supplement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this 2003-A SUBI Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation SUBI Supplement 2 promulgated thereunder. Any reference in this 2003-A SUBI Supplement to a Person shall include the successor or assignee of such Person. Section 11.03. Rights in Respect of the 2003-A SUBI. Each Holder and Registered Pledgee of the 2003-A SUBI Certificate (including the Trust) is a third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust Agreement and this 2003-A SUBI Supplement apply to the 2003-A SUBI, the Holders of the 2003-A SUBI Certificate, and the Registered Pledgees of the 2003-A SUBI Certificate. Therefore, to that extent, references in the SUBI Trust Agreement to the ability of a "Holder," "Related Beneficiary," or a "Registered Pledgee" of a SUBI Certificate to take any action shall be deemed to refer to the Trust acting at its own instigation or upon the instruction of the requisite voting percentage of holders of Securities or Rated Securities, as specified in the Indenture or the Trust Agreement, as applicable. ARTICLE TWELVE CREATION OF THE 2003-A SUBI Section 12.01. Creation of 2003-A SUBI Assets and the 2003-A SUBI. (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary directs the Trustee to create, and the Trustee hereby creates, one Sub-Trust which shall be known as the "2003-A SUBI." The 2003-A SUBI shall represent a special unit of beneficial interest solely in the 2003-A SUBI Assets. (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary hereby directs the Trustee to identify and allocate or to cause to be identified and allocated to the 2003-A SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust Assets consisting of 2003-A Eligible Leases and the related Leased Vehicles and other associated Trust Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved for allocation to any Other SUBI (or owned or acquired by the Trustee on behalf of the Titling Trust but not yet allocated to, or reserved for allocation to, any specific Sub-Trust). Such Trust Assets (the "2003-A SUBI Assets") shall be accounted for and held in trust independently from all other Trust Assets within the Titling Trust. Based upon their identification and allocation by the Servicer pursuant to the 2003-A Servicing Supplement, the Trustee hereby identifies and allocates as 2003-A SUBI Assets the 2003-A Leases and 2003-A Vehicles more particularly described on the Schedule of 2003-A Leases and 2003-A Vehicles and the related Trust Assets described above, each such 2003-A SUBI Asset to be identified on the books and accounts of the Titling Trust as being allocated to the 2003-A SUBI. (c) The Titling Trust is hereby granted the power and authority and is authorized, and the Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its obligations under the Basic Documents. SUBI Supplement 3 Section 12.02. Transfer of 2003-A SUBI Interests. (a) Interests in the 2003-A SUBI may not be transferred or assigned by the UTI Beneficiary, and any such purported transfer or assignment shall be deemed null, void, and of no effect herewith; provided, however, that the 2003-A SUBI Certificate and the interests in the 2003-A SUBI represented thereby may be (i) sold to the Transferor pursuant to the SUBI Certificate Transfer Agreement, (ii) sold, transferred and assigned by the Transferor absolutely, or transferred and assigned or a security interest therein granted, in connection with a Securitized Financing, (iii) transferred to the Indenture Trustee or any subsequent Registered Pledgee to itself or any other Person following the occurrence of an Indenture Default (which has not been rescinded) or any similar term in any subsequent Securitized Financing secured by the 2003-A SUBI Certificate or any interest therein and (iv) transferred to each direct or indirect permitted transferee of the Indenture Trustee or such subsequent Registered Pledgee, in each case in the circumstances contemplated in, and subject to the conditions set forth in, Section 3.04(b) of the Titling Trust Agreement. Each such transfer shall be registrable upon surrender of the 2003-A SUBI Certificate to be transferred for registration of the transfer at the corporate trust office of the Trustee (or the Trust Agent, if applicable), accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, and thereupon a new 2003-A SUBI Certificate of a like aggregate fractional undivided interest will be issued to the designated permitted transferee. (b) For any transfer of the 2003-A SUBI Certificate or an interest therein to be effective, on or prior to the date of any absolute sale, transfer, or assignment, the related transferee must execute and deliver to the Trustee the non-petition covenant and the agreement required pursuant to Section 3.04(b) of the Titling Trust Agreement. Section 12.03. Issuance and Form of 2003-A SUBI Certificate. (a) The 2003-A SUBI shall be represented by a 2003-A SUBI Certificate that shall represent a 100% beneficial interest in the 2003-A SUBI and the 2003-A SUBI Assets, as further set forth herein. The 2003-A SUBI Certificate shall, upon transfer to the Trust, be registered in the name of the Trust, representing the beneficial interest in the 2003-A SUBI Assets allocated from the UTI. The Trustee shall register a pledge of the 2003-A SUBI Certificate in favor of the Indenture Trustee (for the benefit of the holders of the Notes), as provided in Article Thirteen, and shall deliver the 2003-A SUBI Certificate to the Indenture Trustee. The 2003-A SUBI Certificate shall be substantially in the form of Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this 2003-A SUBI Supplement and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith and with the Titling Trust Agreement, be directed by the UTI Beneficiary. Any portion of any 2003-A SUBI Certificate may be set forth on the reverse thereof, in which case the following reference to the portion of the text on the reverse shall be inserted on the face thereof, in relative proximity to and prior to the signature of the Trustee executing such 2003-A SUBI Certificate: SUBI Supplement 4 Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which provisions shall for all purposes have the same effect as if set forth at this place. In addition, the 2003-A SUBI Certificate will bear a legend to the following effect: THIS 2003-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS 2003-A SUBI CERTIFICATE, AGREES THAT THIS 2003-A SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS. The 2003-A SUBI Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied, or otherwise produced or may be produced in any other manner as may, consistently herewith and with the Titling Trust Agreement, be determined by the UTI Beneficiary. The 2003-A SUBI Certificate and the interest in the 2003-A SUBI evidenced thereby shall constitute a "security" within the meaning of Section 8-102(a)(15) of the UCC and a "certificated security" within the meaning of Section 8-102(a)(4) of the UCC. (b) If (i) the 2003-A SUBI Certificate is mutilated and surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 2003-A SUBI Certificate, and (ii) there is delivered to the Trustee such security or indemnity as may reasonably be required by it to hold the Trust and the Trustee, as applicable, harmless, then the Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen 2003-A SUBI Certificate, a replacement 2003-A SUBI Certificate. Every 2003-A SUBI Certificate issued pursuant to this Section 12.03(b) in replacement of any mutilated, destroyed, lost, or stolen 2003-A SUBI Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the mutilated, destroyed, lost, or stolen 2003-A SUBI Certificate shall be at any time enforceable by anyone, and shall be entitled to all of the benefits of the SUBI Trust Agreement equally and proportionately with any and all other 2003-A SUBI Certificates duly issued hereunder. The provisions of this Section 12.03(b) are exclusive and preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen 2003-A SUBI Certificates. SUBI Supplement 5 Section 12.04. Actions and Filings. The UTI Beneficiary and the Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the 2003-A SUBI, including filing or causing to be filed UCC financing statements and executing and delivering all related filings, documents or writings as may be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Trustee and the Servicer, and any of their respective officers, employees, or agents, as the true and lawful attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements, continuation statements, security agreements, mortgages, assignments, affidavits, letters of authority, notices, or similar documents necessary or appropriate to be executed or filed pursuant to this Section. Section 12.05. Termination of the 2003-A SUBI. (a) In connection with any purchase by the Servicer of the corpus of the Trust pursuant to Article Nine of the Trust Agreement, the succession of the Servicer to the interest in the 2003-A SUBI represented by the 2003-A SUBI Certificate, or should all of the interest in the 2003-A SUBI thereafter be held by the UTI Beneficiary or the Holders of the UTI Certificates, whether by transfer, sale, or otherwise, then upon the direction of such Holders, the 2003-A SUBI shall be terminated, the 2003-A SUBI Certificate shall be returned to the Trustee and canceled, and the Servicer shall reallocate all 2003-A SUBI Assets to the UTI. (b) So long as the Notes are Outstanding, the 2003-A SUBI shall not be dissolved unless (a) required by law or (b) at the direction of the Holder of the 2003-A SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, that upon the sale of the Trust Estate pursuant to Section 5.04 of the Indenture, this 2003-A SUBI Supplement shall terminate and the 2003-A SUBI shall be terminated; provided further, that such termination shall affect the Titling Trust only insofar as such termination relates to the 2003-A SUBI. Such termination shall not entitle the legal representatives of the 2003-A SUBI or any Holder of a 2003-A SUBI Certificate to take any action for a partition or winding up of the Titling Trust or any Trust Assets except with respect to the 2003-A SUBI Assets and the rights, obligations and Liabilities of the parties hereto shall not otherwise be affected. In connection with the sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 2003-A SUBI Certificate to dissolve the 2003-A SUBI in accordance with the provisions of the Indenture, and the 2003-A SUBI Assets shall be distributed out of the Titling Trust at the direction of the Holder of the 2003-A SUBI Certificate acting in accordance with instructions from the Registered Pledgee, and the purchaser shall take delivery of such 2003-A SUBI Assets. The Trustee and the other parties hereto shall cooperate with the Owner Trustee or the Trustee, as applicable, to cause the related 2003-A Vehicles to be retitled as directed by the purchaser. The proceeds of such sale shall be distributed in the following amounts and priority: SUBI Supplement 6 (i) to the Indenture Trustee, all amounts required to be paid under Section 6.07 of the Indenture, or to the Owner Trustee, all amounts required to be paid under Section 8.01 of the Trust Agreement, as the case may be; (ii) to the Servicer, any Payment Date Advance Reimbursement; (iii) to the Servicer, amounts due in respect of unpaid Servicing Fees; and (iv) to the Certificate Distribution Account (or, if the Lien of the Indenture is outstanding, the Note Distribution Account) to be distributed pursuant to Section 5.04(b) of the Indenture. Section 12.06. Representations and Warranties of Trustee. The Trustee hereby reaffirms, as of the Cutoff Date, the representations, warranties and covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or Related Beneficiary of a 2003-A SUBI Certificate (and beneficial owner of any portion thereof, including the Trust and the Trust Certificateholders) may rely. For purposes of this Section, any reference in Section 5.12 of the Titling Trust Agreement to the Titling Trust Agreement shall be deemed to constitute references to the SUBI Trust Agreement. Section 12.07. Transfer and Assignment of Certificates. For purposes of the SUBI Trust Agreement, the third sentence of Section 3.04(b) of the Titling Trust Agreement is hereby amended to read as follows: Notwithstanding the foregoing, prior to becoming the Registered Pledgee or Holder of a SUBI Certificate or otherwise becoming entitled to distributions or any other rights hereunder, the related transferee, assignee, or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 8.08 of the Titling Trust Agreement and (ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any certificate evidencing an Other SUBI to release all Claims to the UTI Assets and the related Other SUBI Assets, respectively, and, if such release is not given effect, to subordinate fully all Claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. For so long as the 2003-A SUBI Certificate remains outstanding, each Supplement shall contain a similar amendment with respect to such Section. ARTICLE THIRTEEN 2003-A SUBI PLEDGE Section 13.01. Registration of the 2003-A SUBI Pledge. The parties hereto hereby acknowledge the Trust's pledge, assignment, and grant to the Indenture Trustee, for the benefit of the holders of the Notes, under the Indenture of a security interest in the 2003-A SUBI Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes. The Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the SUBI Supplement 7 Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the Registered Pledgee of the Trust's 2003-A SUBI Certificate. The Trust has caused the Trustee to deliver the 2003-A SUBI Certificate to the Indenture Trustee, as Registered Pledgee, who shall have the rights with respect thereto described herein and in the Indenture. ARTICLE FOURTEEN 2003-A SUBI ACCOUNTS Section 14.01. 2003-A SUBI Collection Account. (a) With respect to the 2003-A SUBI, the Trustee, at the direction of the Servicer, shall establish, and the Trust Agent shall maintain, in the name of the Trustee, for the exclusive benefit of the holders of interests in the 2003-A SUBI, the 2003-A SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 2003-A SUBI Collection Account initially shall be established with U.S. Bank, as Trust Agent, so long as the Trust Agent has the Required Deposit Rating. If the Trust Agent at any time does not have the Required Deposit Rating, the Servicer shall, with the assistance of the Trust Agent, as necessary, cause such 2003-A SUBI Collection Account to be moved as described in Section 4.02(a) of the Titling Trust Agreement. The 2003-A SUBI Collection Account shall relate solely to the 2003-A SUBI and the 2003-A SUBI Assets, and funds therein shall not be commingled with any other monies, except as otherwise provided for in, or contemplated by, the SUBI Trust Agreement or in the Servicing Agreement. All deposits into the 2003-A SUBI Collection Account shall be made as described in the Servicing Agreement. (b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Trustee (acting through the Trust Agent) shall make deposits and withdrawals from the 2003-A SUBI Collection Account as set forth in the 2003-A Servicing Supplement. (c) Any transfer of funds to a Holder of a 2003-A SUBI Certificate shall be made as directed pursuant to the Basic Documents. Section 14.02. 2003-A Reserve Account. (a) Pursuant to Section 5.01 of the Trust Agreement, the Servicer, on behalf of the Trust, shall establish and maintain the Reserve Account (i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (ii) thereafter with the Owner Trustee. Deposits and withdrawals from the Reserve Account shall be made as directed pursuant to the Basic Documents, including Section 8.04(b) of the Indenture, Section 10.01 of the Indenture, Section 8.04 of the Servicing Agreement and Section 14.03 of this 2003-A SUBI Supplement. Section 14.03. Investment of Monies in 2003-A SUBI Accounts. All amounts held in the 2003-A SUBI Collection Account and the Reserve Account shall be invested in Permitted Investments in accordance with Section 4.02(a) of the Titling Trust Agreement. Any investment earnings on the 2003-A SUBI Collection Account and the Reserve Account will be taxable to the Transferor. SUBI Supplement 8 Section 14.04. No Residual Value Surplus Account or Payahead Account. The parties hereby acknowledge that there shall be no Residual Value Surplus Account or Payahead Account (as defined in the Titling Trust Agreement). ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS Section 15.01. Amendment. (a) This 2003-A SUBI Supplement (and, accordingly, the Titling Trust Agreement as it relates to the 2003-A SUBI) may be amended by the parties hereto: (i) without the consent of the Holders, to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, to add any other provision with respect to matters or questions arising hereunder that is not inconsistent with the SUBI Trust Agreement, or to add or amend any provision herein to assure that none of the Titling Trust, the Trust, or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided that any such action will not, in the good faith judgment of the parties hereto, materially and adversely affect the interest of any Holder; and (ii) from time to time (including to change the manner in which the Reserve Account is funded or to eliminate the Reserve Account, or to change the remittance schedule for depositing SUBI Collections and other amounts into the 2003-A SUBI Collection Account), provided that (A) each Rating Agency receives prior written notice of such amendment and (B) an Opinion of Counsel is delivered to the Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and the Notes will properly be characterized as indebtedness that is secured by the assets of the Trust. To the extent that any such amendment materially affects the UTI or any Other SUBI, the 2003-A SUBI Certificate or the 2003-A SUBI Assets, such amendment shall require the consent of the Holders affected thereby; in addition, to the extent that (A) such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections or payments in respect of the 2003-A SUBI or the 2003-A SUBI Certificate or distributions (or the interest thereon) required to be made on any Notes or the Trust Certificates or reduce the Interest Rate of any Note or (B) reduce the percentage of the aggregate principal amount of the Notes and Trust Certificates required to consent to any such amendment, any such amendment shall require the consent of all the Holders and holders of 100% of all outstanding Notes and Trust Certificates (which for this purpose shall include Trust Certificates held by the Trust, the Transferor, the Servicer and their respective Affiliates), and an Opinion of Counsel as set forth in clause (B) above. SUBI Supplement 9 (b) Any amendment to this 2003-A SUBI Supplement shall amend the Titling Trust Agreement only insofar as such amendment relates to the 2003-A SUBI. Section 15.02. Governing Law. This 2003-A SUBI Supplement shall be created under and governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 15.03. Notices. The notice provisions of Section 8.03 of the Titling Trust Agreement shall apply equally to this 2003-A SUBI Supplement. A copy of each notice or other writing required to be delivered to the Trustee pursuant to the SUBI Trust Agreement also shall be delivered to (i) the Owner Trustee at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) the Servicer at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; and (iii) the Trust Agent at Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611, Attention: NILT Inc. (telecopier no. (312) 836-6701). Section 15.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this 2003-A SUBI Supplement (including any amendment hereto) shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this 2003-A SUBI Supplement, as the same may be amended, and shall in no way affect the validity or enforceability of the other provisions of the SUBI Trust Agreement or of the 2003-A SUBI Certificate or the rights of the Registered Pledgees thereof. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any covenant, agreement, provision, or term of this 2003-A SUBI Supplement invalid or unenforceable in any respect. Section 15.05. Effect of Supplement on Titling Trust Agreement. (a) Except as otherwise specifically provided herein or unless the context otherwise requires, (i) the parties hereto shall continue to be bound by all provisions of the Titling Trust Agreement, (ii) all references in the Titling Trust Agreement to the Titling Trust Agreement shall be to the SUBI Trust Agreement and (iii) the provisions set forth herein shall operate either as additions to or modifications of the extant obligations of the parties under the Titling Trust Agreement, as the context may require. In the event of any conflict between this 2003-A SUBI Supplement and the Titling Trust Agreement in respect of the 2003-A SUBI, the provisions of this 2003-A SUBI Supplement shall prevail. (b) For purposes of determining the obligations of the parties hereto under this 2003-A SUBI Supplement with respect to the 2003-A SUBI, except as otherwise indicated by the context, general references in the Titling Trust Agreement to (i) a SUBI Account shall be deemed to refer more specifically to a 2003-A SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to the 2003-A SUBI, (iii) a SUBI Collection Account shall be deemed to refer more specifically to the 2003-A SUBI Collection Account, (iv) a SUBI Asset shall be deemed to refer SUBI Supplement 10 more specifically to a 2003-A SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more specifically to this 2003-A SUBI Supplement and (vi) a Servicing Supplement shall be deemed to refer more specifically to the 2003-A Servicing Supplement. Section 15.06. No Petition. Each of the parties hereto and each Holder of a 2003-A SUBI Certificate, and each Registered Pledgee, by acceptance of a 2003-A SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not (and, to the fullest extent permitted by applicable law, the Trustee shall not have the power to) institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Titling Trust, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this 2003-A SUBI Supplement, the resignation or removal of the Trustee under the SUBI Trust Agreement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement or the Servicing Agreement. SUBI Supplement 11 IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee and, solely for the limited purposes set forth in Sections 14.01, 14.02, 14.03 and 14.04, the Trust Agent, have caused this 2003-A SUBI Supplement to be duly executed by their respective officers as of the day and year first above written. NILT TRUST, as Grantor and UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: /s/ Patricia M. Child ---------------------------------- Name: Patricia M. Child Title: Vice President NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: /s/ Steven R. Lambert ---------------------------------- Name: Steven R. Lambert Title: President NILT, INC., as Trustee By: /s/ Patricia M. Child ---------------------------------- Name: Patricia M. Child Title: President WILMINGTON TRUST COMPANY, as Delaware Trustee By: /s/ Anita E. Dallago ---------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer U.S. BANK NATIONAL ASSOCIATION, as Trust Agent By: /s/ Patricia M. Child ---------------------------------- Name: Patricia M. Child Title: Vice President (SUBI Supplement) S-1 Receipt of this original counterpart of this 2003-A SUBI Supplement is hereby acknowledged on this 29th day of October, 2003 . U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: /s/ Patricia M. Child ---------------------------------- Name: Patricia M. Child Title: Vice President SUBI Supplement S-2 EXHIBIT A SCHEDULE OF 2003-A LEASES AND 2003-A VEHICLES [Omitted. Copies on file with the Servicer, the Trustee and the Owner Trustee.] (SUBI Supplement) A-1 EXHIBIT B FORM OF 2003 - A SUBI CERTIFICATE THIS 2003-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN NISSAN - INFINITI LT 2003-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE evidencing a fractional undivided interest in the 2003-A SUBI Assets of Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory Trust Act (the "Trust"). (This Certificate does not represent any interest in the UTI Assets or any Other SUBI Assets of the Trust or an obligation, of, or interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc., or any of their respective Affiliates.) THIS 2003-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS 2003-A SUBI CERTIFICATE, AGREES THAT THIS 2003-A SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS. No. R-___ evidencing a 100% interest in all 2003-A SUBI Assets (as defined below). This 2003-A Special Unit of Beneficial Interest Certificate does not represent an interest in or obligation of Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective affiliates. THIS CERTIFIES THAT ________________ is the registered owner of a nonassessable, fully-paid, 100% beneficial interest in the 2003-A SUBI Assets owned by Nissan-Infiniti LT (the "Titling Trust"). (SUBI Supplement) B-1 The Titling Trust was created pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, as amended, supplemented, or restated from time to time (the "Titling Trust Agreement"), among NILT Trust, as grantor and initial beneficiary (in such capacities, the "Grantor" and the "UTI Beneficiary," respectively), NILT, Inc., as trustee (the "Trustee"), Nissan Motor Acceptance Corporation, as servicer (the "Servicer"), Wilmington Trust Company, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank National Association, as trust agent (the "Trust Agent"). This certificate is a duly authorized 2003-A SUBI Certificate, and is issued under and is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 2003-A SUBI Supplement thereto, dated as of October 29, 2003 (the "2003-A SUBI Supplement" and, together with the Titling Trust Agreement, the "SUBI Trust Agreement"). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust 2003-A, as issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity, as servicer and administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as trustee to the Titling Trust, Wilmington Trust Company, as owner trustee and Delaware trustee, and U.S. Bank National Association, as trust agent and indenture trustee. By acceptance of this 2003-A SUBI Certificate, the Holder hereof assents to the terms and conditions of the SUBI Trust Agreement and agrees to be bound thereby. A summary of certain of the pertinent provisions of the SUBI Trust Agreement is set forth below. The assets of the Titling Trust allocated to the 2003-A SUBI will generally consist of (i) cash capital, (ii) the 2003-A Leases (iii) the 2003-A Vehicles, (iv) certain related Trust Assets and (v) all of the Titling Trust's rights thereunder, including the right to proceeds arising therefrom or in connection therewith. Under the Titling Trust Agreement, from time to time the UTI Beneficiary may direct the Trustee to issue to or upon the order of the UTI Beneficiary one or more certificates (each, a "SUBI Certificate") representing a beneficial interest in certain specified Leased Vehicles, Leases and related Trust Assets (such assets, the "SUBI Assets"). Upon the issuance of the SUBI Certificates relating to the SUBI Assets, the beneficial interest in the Trust and the Trust Assets represented by the UTI shall be reduced by the amount of the Trust Assets represented by such SUBI Certificates. This certificate was issued pursuant to the 2003-A SUBI Supplement and represents a 100% beneficial interest in the 2003-A SUBI Assets. The UTI and the 2003-A SUBI shall each constitute a separate series of the Titling Trust pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act for which separate and distinct records shall be maintained. The 2003-A SUBI Certificate and the interest in the 2003-A SUBI represented thereby constitutes a "security" within the meaning of Section 8-102(a)(15) of the Delaware UCC and a "certificated security" within the meaning of Section 8-102(a)(4) of the Delaware UCC. The 2003-A SUBI Supplement may be amended by the parties thereto upon the terms and subject to the conditions set forth in the 2003-A SUBI Supplement. SUBI Supplement B-2 The Holder, by acceptance of this 2003-A SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Grantor, the Trustee, the Titling Trust, any Beneficiary or a Special Purpose Affiliate, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement, the resignation or removal of the Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement. The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets of the Trustee and to all of the Trust Assets other than those from time to time included within the 2003-A SUBI as 2003-A SUBI Assets and those proceeds or assets derived from or earned by such 2003-A SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist. The Trustee shall keep the certificate register with respect to this 2003-A SUBI Certificate, and the Holder of this 2003-A SUBI Certificate shall notify the Trustee of any change of address or instructions on the distribution of funds. The 2003-A SUBI shall be deemed dissolved solely with respect to the 2003-A SUBI Assets, and not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the Trustee by the Holder of the 2003-A SUBI Certificate to revoke and dissolve the 2003-A SUBI. So long as the Notes are outstanding, the 2003-A SUBI shall not be dissolved except (a) as required by law or (b) at the direction of the Holder of the 2003-A SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, upon any sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 2003-A SUBI Certificate to dissolve the 2003-A SUBI in accordance with the provisions of the Indenture. Upon such dissolution of the Titling Trust with respect to the 2003-A SUBI and delivery of the 2003-A SUBI Certificate to the Trustee for cancellation, the Trustee shall distribute to the Holder of the 2003-A SUBI Certificate or its designee all 2003-A SUBI Assets and shall cause the Certificates of Title to the 2003-A Vehicles to be issued in the name of, or at the direction of, the Holder of the 2003-A SUBI Certificate (which may include reallocation of the 2003-A SUBI Assets relating to the 2003-A Vehicles to the UTI). The Holder of the 2003-A SUBI Certificate to whom such 2003-A SUBI Assets relating to the 2003-A Vehicles are distributed shall pay or cause to be paid all applicable titling and registration fees and taxes. The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement. No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding SUBI Supplement B-3 the foregoing, any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. This 2003-A SUBI Certificate shall be governed by and construed under the internal laws of the State of Delaware, without reference to its conflicts of law provisions. Unless this 2003-A SUBI Certificate shall have been executed by an authorized officer of the Trustee, by manual signature, this 2003-A SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose. SUBI Supplement B-4 IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not in its individual capacity, has caused this 2003-A SUBI Certificate to be duly executed. Dated: October __, 2003 NISSAN-INFINITI LT By: NILT, INC., as Trustee (SEAL) By: __________________________________ Name: Title: ATTEST: _______________________________ This is the 2003-A SUBI Certificate referred to in the within-mentioned Supplement. NILT, INC., as Trustee By: __________________________________ Authorized Officer SUBI Supplement B-5 FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto ______________ the within 2003-A SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _____________ as attorney to transfer said 2003-A SUBI Certificate on the books of the certificate registrar, with full power of substitution in the premises. Dated: ___________________ By: __________________________________ Name: Title: SUBI Supplement B-6 EX-10.3 6 a94371exv10w3.txt EXHIBIT 10.3 EXHIBIT 10.3 - -------------------------------------------------------------------------------- NISSAN-INFINITI LT, as Titling Trust, NILT TRUST, as UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, ------------------------------------- 2003-A SERVICING SUPPLEMENT Dated as of October 29, 2003 ------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS

Page ---- ARTICLE SEVEN DEFINITIONS Section 7.01. Definitions................................................................ 1 Section 7.02. Interpretative Provisions.................................................. 2 ARTICLE EIGHT SERVICING OF THE 2003-A LEASES AND 2003-A VEHICLES Section 8.01. Identification of 2003-A Leases and 2003-A Vehicles; Securitization Value.. 2 Section 8.02. Reallocation and Repurchase of 2003-A Leases and 2003-A Vehicles; Purchase of Matured Vehicles............................................... 2 Section 8.03. Collections and Payment Date Advance Reimbursement......................... 4 Section 8.04. Net Deposits............................................................... 5 Section 8.05. Servicing Compensation..................................................... 6 Section 8.06. Advances................................................................... 6 Section 8.07. Third Party Claims......................................................... 6 Section 8.08. Contingent and Excess Liability Insurance Policy........................... 7 Section 8.09. Reporting by the Servicer; Delivery of Certain Documentation............... 7 Section 8.10. Accountants' Reports....................................................... 7 Section 8.11. Annual Officer's Certificates.............................................. 8 Section 8.12. Servicer Defaults; Termination of Servicer................................. 8 Section 8.13. Servicer Representations and Warranties.................................... 11 ARTICLE NINE MISCELLANEOUS Section 9.01. Termination of Servicing Supplement........................................ 11 Section 9.02. Governing Law.............................................................. 11 Section 9.03. Amendment.................................................................. 12 Section 9.04. Relationship of this 2003-A Servicing Supplement to Other Trust Documents.. 12 Section 9.05. Binding Effect............................................................. 12 Section 9.06. Table of Contents and Headings............................................. 13 Section 9.07. Counterparts............................................................... 13 Section 9.08. Further Assurances......................................................... 13 Section 9.09. Third-Party Beneficiaries.................................................. 13 Section 9.10. No Waiver; Cumulative Remedies............................................. 13 Section 9.11. No Petition................................................................ 13

i TABLE OF CONTENTS (continued)

Page ---- EXHIBITS Exhibit A - Schedule of 2003-A Leases and 2003-A Vehicles...................................... A-1 Exhibit B - Form of Settlement Statement....................................................... B-1

ii 2003-A SERVICING SUPPLEMENT This 2003-A Servicing Supplement, dated as of October 29, 2003 (the "2003-A Servicing Supplement"), is among Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the "Grantor" and the "UTI Beneficiary," respectively), and Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer (the "Servicer"). RECITALS A. The Grantor and UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling Trust (the "Trustee"), Wilmington Trust Company, as Delaware trustee, and U.S. Bank National Association ("U.S. Bank"), as trust agent, have entered into the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999 (the "Basic Servicing Agreement" and, as supplemented hereby, the "Servicing Agreement"), which provides for certain servicing obligations with respect to the Trust Assets; and C. The parties acknowledge that in connection with the execution of the 2003-A SUBI Supplement to the Titling Trust Agreement, dated as of October 29, 2003 (the "2003-A SUBI Supplement", and together with the Titling Trust Agreement, the "SUBI Trust Agreement"), pursuant to which a special unit of beneficial interest in the Titling Trust (the "2003-A SUBI") will be created, it is necessary and desirable to enter into a supplemental agreement to the Basic Servicing Agreement providing for specific servicing obligations in connection with the Trust Assets allocable to the 2003-A SUBI. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE SEVEN DEFINITIONS Section 7.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust 2003-A, as issuer (the "Issuer"), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., as Trustee, Wilmington Trust Company, as owner trustee and Delaware trustee (in such capacity, the "Owner Trustee" Servicing Supplement and the "Delaware Trustee," respectively) and U.S. Bank, as trust agent and indenture trustee (in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively). Section 7.02. Interpretative Provisions. For all purposes of this 2003-A Servicing Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this 2003-A Servicing Supplement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this 2003-A Servicing Supplement include all Exhibits hereto, (iii) references to words such as "herein", "hereof", and the like shall refer to this 2003-A Servicing Supplement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as "Article Eight" or "Section 8.01" shall refer to the applicable Article or Section of this 2003-A Servicing Supplement, (v) the term "include" and all variations thereof shall mean "include without limitation", (vi) the term "or" shall include "and/or", (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC, (viii) in the computation of a period of time from a specified date to a later specified date, the word "from" shall mean "from and including" and the words "to" and "until" shall mean "to but excluding" and (ix) the phrase "Trustee on behalf of the Trust," or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust. Any reference in this 2003-A Servicing Supplement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this 2003-A Servicing Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 2003-A Servicing Supplement to a Person shall include the successor or assignee of such Person. ARTICLE EIGHT SERVICING OF THE 2003-A LEASES AND 2003-A VEHICLES Section 8.01 Identification of 2003-A Leases and 2003-A Vehicles; Securitization Value. The Servicer hereby identifies and allocates as 2003-A SUBI Assets the Leased Vehicles and the Leases relating to such Leased Vehicles more particularly described in the Schedule of 2003-A Leases and 2003-A Vehicles (respectively, the "2003-A Vehicles" and the "2003-A Leases"). The Servicer shall calculate the Securitization Value for each 2003-A Lease as of the Cutoff Date. Section 8.02 Reallocation and Repurchase of 2003-A Leases and 2003-A Vehicles; Purchase of Matured Vehicles. (a) (i) If the Servicer grants an extension with respect to any 2003-A Lease, the Servicer shall, on the related Deposit Date, (A) deposit or cause to be deposited into the 2003-A SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct the Trustee Servicing Supplement 2 to either reallocate such 2003-A Lease and the related 2003-A Vehicle from the 2003-A SUBI to the UTI or cause such 2003-A Lease and 2003-A Vehicle to be conveyed to the Servicer; and (ii) if a Lessee changes the domicile of or title to a 2003-A Vehicle and such change would be likely to result in the Titling Trust doing business in a Restricted Jurisdiction, the Titling Trust, or the Trustee on behalf of the Titling Trust, shall, as an obligation of the Titling Trust and at the direction of the Servicer, on the related Deposit Date, (A) deposit or cause to be deposited into the 2003-A SUBI Collection Account, from amounts held by the Titling Trust, an amount equal to the Repurchase Payment and (B) either reallocate such 2003-A Lease and the related 2003-A Vehicle from the 2003-A SUBI to the UTI or cause such 2003-A Lease and 2003-A Vehicle to be conveyed to the Servicer. (b) The Servicer hereby makes to the other parties hereto and the parties to the SUBI Trust Agreement the representations and warranties contained in Section 2.06(a) of the Basic Servicing Agreement as to each 2003-A Lease and 2003-A Vehicle as of the Vehicle Representation Date. The Servicer also hereby represents and warrants that (i) each 2003-A Lease is an 2003-A Eligible Lease, (ii) it used no adverse selection procedures in selecting any of the 2003-A Leases or any of the 2003-A Vehicles for allocation to the 2003-A SUBI and (iii) it is not aware of any bias in the selection of the 2003-A Leases that would cause delinquencies or losses on the 2003-A Leases to be worse than any other Leases held by the Titling Trust; provided, however, that the Servicer can make no assurance as to the actual delinquencies or losses on the 2003-A Leases or the 2003-A Vehicles. Upon discovery by the Trustee, the Servicer, the Owner Trustee, the Indenture Trustee or the Transferor that any representation or warranty in this Section 8.02(b) was incorrect as of the Cutoff Date in a manner that materially adversely affects the interest of the Trust in the related 2003-A Lease or 2003-A Vehicle, the entity discovering such incorrectness (if other than the Servicer) shall give prompt written notice to the Servicer. On or before the Deposit Date related to the Collection Period in which the Servicer discovers such incorrectness (whether pursuant to such notice or otherwise), the Servicer shall cure in all material respects the circumstance or condition with respect to which the representation or warranty was incorrect as of the Cutoff Date. If the Servicer is unable or unwilling to cure such circumstance or condition by such Deposit Date, the Servicer shall (i) deposit (or cause to be deposited) into the 2003-A SUBI Collection Account an amount equal to the Repurchase Payment, and (ii) direct the Trustee to either reallocate such 2003-A Lease and the related 2003-A Vehicle from the 2003-A SUBI to the UTI or cause such 2003-A Lease and 2003-A Vehicle to be conveyed to the Servicer. (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 2003-A SUBI to the UTI for purposes of implementing NMAC's like kind exchange program. In connection with such reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited into the 2003-A SUBI Collection Account the Reallocation Payments no later than two Business Days after such reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to retain the Reallocation Payments received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. Upon receipt of the Reallocation Payments, the 2003-A SUBI shall have no claim against or interest in such Matured or Defaulted Vehicle. Servicing Supplement 3 (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 2003-A Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the Securitization Value of such 2003-A Lease as of the date of expiration and (ii) a Sales Proceeds Advance has been made, (a) the purchase price will equal the amount of the Sales Proceeds Advance, (b) no additional amounts need be remitted by the Servicer, and (c) the Servicer shall be deemed to have been reimbursed for such Sales Proceeds Advance. (e) If any 2003-A Lease and the related 2003-A Vehicle are reallocated to the UTI, until such time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the Servicer shall indemnify, defend and hold harmless the Related Beneficiaries and the Trust from and against any and all loss or liability with respect to or resulting from such 2003-A Lease or 2003-A Vehicle (including the reasonable fees and expenses of counsel). Section 8.03 Collections and Payment Date Advance Reimbursement. (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 2003-A SUBI Certificate, from time to time, determine the respective amounts and recipients and: (i) during each Collection Period, in addition to the deposits required by Section 2.07 of the Basic Servicing Agreement, deposit into the 2003-A SUBI Collection Account all Repurchase Payments pursuant to Section 8.02(a) and Section 8.02(b), and any Reallocation Payments pursuant to Section 8.02(c); (ii) on, or prior to each Deposit Date, deposit into the 2003-A SUBI Collection Account all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of a Matured Vehicle at auction for which the Servicer was reimbursed during the related Collection Period pursuant to Section 8.06; (iii) on or prior to each Payment Date, deposit into the 2003-A SUBI Collection Account all Cap Payments and/or Cap Termination Payments; and (iv) on each Payment Date, pursuant to the related Payment Date Certificate, allocate Available Funds on deposit in the 2003-A SUBI Collection Account with respect to the related Collection Period and instruct the Trustee (acting through the Trust Agent) to make, no later than 11:00 a.m., New York City time, the following deposits and distributions in the following amounts and order of priority: (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in respect of 2003-A Vehicles that were sold during the related Collection Period (other than a sale to the Servicer pursuant to Section 8.02(d)(ii)), and (y) that have been outstanding as of the end of that Collection Period for at least 90 days and (2) Monthly Payment Advances as to which the related Lessee has made all or a portion of the advanced Monthly Payment or that have been Servicing Supplement 4 outstanding as of the end of the Collection Period for at least 90 days (collectively, the "Payment Date Advance Reimbursement"); (B) to or on behalf of the Servicer, the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods; and (C) to the Note Distribution Account, the Reserve Account and Certificate Distribution Account, such distributions in the amounts and order of priority as set forth in Sections 8.04(a) and 10.01 of the Indenture. (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall be permitted to retain the amounts provided for in such Section received during a Collection Period until such amounts are required to be disbursed on the next Payment Date, for so long as no Servicer Default has occurred and is continuing, and the following requirements are met (collectively, the "Monthly Remittance Condition"): (i) (A) NMAC (or its successors pursuant to Section 5.03(b) of the Basic Servicing Agreement) is the Servicer, and (B) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's, "A-1" by Standard & Poor's and "F1" by Fitch (in each case, so long as Moody's, Standard & Poor's or Fitch is a Rating Agency); (ii) if (A) the Servicer obtains a Servicer Letter of Credit or other form of enhancement acceptable to the Rating Agencies under which demands for payment may be made to secure timely remittance of SUBI Collections to the 2003-A SUBI Collection Account on a monthly basis and (B) the Trustee, the Owner Trustee gives prior written notice to each Rating Agency of the obtaining of such Servicer Letter of Credit; (iii) the Servicer otherwise satisfies each Rating Agency's requirements; or (iv) if the Outstanding Amount is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates. Pending deposit into the 2003-A SUBI Collection Account, SUBI Collections may be employed by the Servicer at its own risk and for its own benefit and shall not be segregated from its own funds. Section 8.04. Net Deposits. Notwithstanding anything to the contrary contained in this 2003-A Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted to deposit into the 2003-A SUBI Collection Account only the net amount distributable to the Trust, as holder of the 2003-A SUBI Certificate on the related Deposit Date. The Servicer shall, however, account to the Trust, the Trustee, the Trust Agent, the Indenture Trustee (or any successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the Securities as if all of the deposits and distributions described herein were made individually. Servicing Supplement 5 Section 8.05. Servicing Compensation. (a) As compensation for the performance of its obligations under the Servicing Agreement, the Servicer shall be entitled to receive the Servicing Fee. (b) The Servicer shall also be entitled to additional servicing compensation with respect to the 2003-A SUBI Assets in the form of, among other things, Administrative Charges to the extent not required for the payment of insurance premiums, taxes, or similar charges allocable to the 2003-A Leases. Section 8.06. Advances. (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the Servicer shall make, by deposit into the 2003-A SUBI Collection Account on the related Deposit Date, a Monthly Payment Advance, unless such Advance is not required to be made pursuant to Section 8.06(c). (b) On each Deposit Date, the Servicer shall make, by deposit into the 2003-A SUBI Collection Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a Matured Vehicle, the Trust shall have no claim against or interest in such Matured Vehicle or any Net Auction Proceeds resulting from the sale or other disposition thereof, except with respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of a Matured Vehicle after having made a Sales Proceeds Advance, the Trust may retain all of such Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to the Securitization Value of the related 2003-A Lease, and shall deposit the Residual Value Surplus, if any, into the 2003-A SUBI Collection Account. If the Net Auction Proceeds are less than the Securitization Value of the related 2003-A Lease, the Servicer may deduct the difference from SUBI Collections in respect of one or more future Collection Periods. If the Servicer has not sold a Matured Vehicle within 90 days after it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds Advance from the 2003-A SUBI Collection Account. Within six months of receiving such reimbursement, if the related 2003-A Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause such 2003-A Vehicle to be sold at auction and shall remit the proceeds associated with such auction sale to the 2003-A SUBI Collection Account. (c) Notwithstanding anything to the contrary in the Servicing Agreement, the Servicer shall be required to make an Advance only to the extent that it determines that such Advance will be recoverable from future payments on or in respect of the related 2003-A Lease or 2003-A Vehicle. Section 8.07. Third Party Claims. In addition to the requirements set forth in Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the Transferor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind of a third party Servicing Supplement 6 that would materially and adversely affect the interests of the Transferor or the Trust with respect to the 2003-A SUBI Assets. Section 8.08. Contingent and Excess Liability Insurance Policy. So long as any Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides coverage against third party claims that may be raised against the Titling Trust, the Trustee on behalf of the Titling Trust or the Trust in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of $15 million combined single limit each occurrence without limit on the number of occurrences in any policy period (which Insurance Policy may be a blanket Insurance Policy covering the Servicer and one or more of its Affiliates) and (ii) in the case of Rated Securities, each Rating Agency has received prior written notification from the Owner Trustee of such termination and any replacement insurance. The obligations of the Servicer pursuant to this Section shall survive any termination of the Servicer's other obligations under the Servicing Agreement until such time as claims can no longer be brought that would be covered by such Insurance Policies, whether as a result of the expiration of relevant statutes of limitations or otherwise. Section 8.09. Reporting by the Servicer; Delivery of Certain Documentation. (a) On or prior to the Closing Date, and periodically thereafter as required in order to update the contents thereof upon any changes in the matters certified therein, the Servicer shall furnish to the Trustee and the Related Beneficiary an Officer's Certificate listing the officers of the Servicer involved in, or responsible for, the servicing of the 2003-A Leases. (b) On each Calculation Date, the Servicer shall furnish to the Trustee and each Related Beneficiary a Settlement Statement for the related Collection Period. Section 8.10. Accountants' Reports. On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2004, the Servicer shall deliver or cause to be delivered to the Trust, the Indenture Trustee, each Rating Agency and the Owner Trustee the following reports: (a) a report that such firm has audited the consolidated financial statements of the Servicer in accordance with generally accepted auditing standards, that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants ("AICPA"), and expressing such firm's opinion thereon; and (b) a report indicating that such firm has examined, in accordance with standards established by AICPA, management's assertion about the Servicer's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as such standards relate to automobile and light-duty truck loans serviced for others, and expressing such firm's opinion on such management assertion (the "Annual USAP Report") or any similar internal control audit report that is acceptable to each Rating Agency. Servicing Supplement 7 Section 8.11. Annual Officer's Certificates. (a) On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2004, the Servicer shall deliver an Officer's Certificate to the Trust, the Indenture Trustee, each Rating Agency, and the Owner Trustee in accordance with Section 3.01(c) of the Basic Servicing Agreement. (b) On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2004, for as long as NMAC continues to act as the Servicer, the Servicer shall deliver an Officer's Certificate to each Rating Agency, the Owner Trustee and the Indenture Trustee stating that, with respect to certain ERISA Plans maintained or sponsored by the Servicer or any of the Servicer's ERISA affiliates: (a) Plan assets will not be materially less than the present value of accrued benefits under each of the Plans as of the close of the most recent Plan year, as reported in the most recent plan financial statements; (b) neither the Servicer nor any of its ERISA affiliates anticipates that the actuarial value of the assets of any Plan it maintains would not be materially insufficient to cover the Gateway current liability (as defined by the Code and demonstrated on the most recent Form 5500 Schedule B that has been filed with the IRS), or is contemplating benefit improvements that would cause the Servicer or its ERISA affiliates to maintain a Plan with materially underfunded Gateway current liability; (c) if all of the Plans (other than a multiemployer Plan) were terminated (disregarding any Plans with surpluses), the unfunded liabilities with respect to the Plans would have no material adverse effect on Nissan Motor Co., Ltd. or Nissan North America, Inc.; and (d) no accumulated funding deficiency or waived funding deficiency as defined in section 412 of the Code or under any multiemployer Plan or collective bargaining agreement exists and there is no failure to make any required contribution under the minimum funding requirements of the Code, as of the close of the most recent Plan year. Section 8.12. Servicer Defaults; Termination of Servicer. (a) Each of the following acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement with respect to the 2003-A SUBIs: (i) the Servicer fails to deliver, or cause to be delivered, any required payment to the Indenture Trustee for distribution to the Noteholders or to the Owner Trustee for distribution to the Trust Certificateholders, or fails to deliver to the Trustee (acting through the Trust Agent) for distribution to the Indenture Trustee and the Owner Trustee any required payment, which failure continues for five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee, or holders of Notes or Trust Certificates evidencing not less than 25% of the aggregate unpaid principal balance of the Securities (which for this purpose includes Trust Certificates held by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; (ii) the Servicer fails to deposit, apply, or distribute any amounts in the manner and at such time as required pursuant to the Servicing Agreement, including a Servicing Supplement 8 failure to deliver to the Trustee for distribution to or for the account of a Holder of the 2003-A SUBI Certificate, any amounts required to be so distributed pursuant to the Servicing Agreement, and such failure shall have continued for a period of ten Business Days after either discovery of such failure by an officer of the Servicer or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; (iii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 8.12(a), which failure materially and adversely affects the rights of the Titling Trust or a Holder of the 2003-A SUBI Certificate or the holders of the Notes, or Trust Certificateholders, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Trustee or the related Holder or such default becomes known to the Servicer; (iv) the Servicer fails to deliver to the Trustee any report required to be delivered to the Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee; (v) the Servicer fails to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Trust pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; (vi) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2003-A SUBI Certificate or the holders of the Notes, or the Trust Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 30 days after receipt by the Servicer of written notice thereof from the Trustee or the related Holder, or such default becomes known to the Servicer; (vii) the Servicer fails to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, the premium in respect of the Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or a Holder of the 2003-A SUBI Certificate; or (viii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, (B) the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official with respect to the Servicer or of any substantial part of its property or Servicing Supplement 9 (C) the ordering of the winding up or liquidation of the affairs of the Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (ix) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2003-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the 2003-A SUBI shall not constitute a Servicing Default with respect to any other Sub-Trust and any Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any other Sub-Trust shall constitute a Servicer Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Sub-Trust and not with respect to the 2003-A SUBI. Notwithstanding the foregoing, a delay in or failure of performance under (a) clauses (i) and (ii) for a period of ten Business Days, (b) clause (iii) for a period of 120 days, (c) clauses (iv) and (v) for a period of 60 days, or (d) clause (vi) for a period of 90 days shall not constitute a Servicer Default if caused by a Force Majeure Event. Upon the occurrence of any Force Majeure Event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer must provide to the Trustee, the Indenture Trustee, the Owner Trustee and the Transferor prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence of any Servicer Default, the Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2003-A SUBI Certificate), shall provide to the Indenture Trustee and the Owner Trustee prompt notice of any (i) Servicer Default or (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by a description of the nature of the default and the Servicer's efforts to remedy the same. (c) In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and is continuing with respect to the 2003-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2003-A Servicing Servicing Supplement 10 Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2003-A SUBI Assets, subject to the consent of the Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2003-A SUBI Assets, the Trustee, acting on the direction of the Required Related Holders, may waive any default of the Servicer in the performance of its obligations under the Servicing Agreement and its consequences with respect to the 2003-A SUBI and, upon any such waiver, such default shall cease to exist and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto. For purposes of this Section, so long as the Lien of the Indenture is in place, the Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2003-A SUBI Certificates), acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust Certificates owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the Aggregate Certificate Balance has been reduced to zero. (d) If the Servicer is removed with respect to servicing the 2003-A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2003-A Servicing Supplement, to the extent of the funds available therefor with respect to all Advances made by the Servicer. Section 8.13. Servicer Representations and Warranties. Effective as of the date hereof, the Servicer hereby reaffirms the representations and warranties set forth in Section 2.06(a) and Section 5.01 of the Basic Servicing Agreement, except that references to "this Agreement" shall be deemed to refer to the Servicing Agreement, as such term is defined herein. ARTICLE NINE MISCELLANEOUS Section 9.01. Termination of Servicing Supplement. This 2003-A Servicing Supplement shall terminate upon the earlier to occur of (i) the termination of the 2003-A SUBI or (ii) the resignation or removal of the Servicer with respect to the 2003-A SUBI in accordance with the terms of the Servicing Agreement. Any such termination hereunder shall effect a termination only with respect to the 2003-A SUBI Assets and not as to Trust Assets allocated to any other Sub-Trust, and shall not effect a termination of the Basic Servicing Agreement or any other supplement to the Basic Servicing Agreement. Section 9.02. Governing Law. This 2003-A Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws. Servicing Supplement 11 Section 9.03. Amendment. Notwithstanding the foregoing, this 2003-A Servicing Supplement (and, accordingly, the Basic Servicing Agreement, insofar as it relates to the 2003-A SUBI) may be amended by the parties hereto: (a) without the consent of the Holders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, add any other provision with respect to matters or questions arising hereunder that is not inconsistent with the Basic Servicing Agreement or add or amend any provision herein to assure that none of the Titling Trust, the Trust, or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, that any such action will not, in the good faith judgment of the parties hereto, materially and adversely affect the interest of any Holder; and (b) from time to time (including to change the remittance schedule for depositing SUBI Collections and other amounts into the 2003-A SUBI Collection Account, or to change the manner in which the Reserve Account is funded), provided that (A) each Rating Agency has received prior written notification from the Owner Trustee of such amendment and (B) an Opinion of Counsel is delivered to the Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and Notes will properly be characterized as indebtedness that is secured by the assets of the Trust; to the extent that any such amendment materially affects the UTI or any Other SUBI, the 2003-A SUBI Certificate or the 2003-A SUBI Assets, such amendment shall require the consent of the holders affected thereby. In addition, to the extent that (A) such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections or payments in respect of a 2003-A SUBI or the 2003-A SUBI Certificate or distributions (or the interest thereon) required to be made on any Notes, and the Trust Certificates or the Interest Rate of any Note or (B) reduce the percentage of the aggregate principal amount of Notes, and Trust Certificates required to consent to any such amendment, any such amendment shall require the consent of all the Holders and holders of 100% of all outstanding Notes, and Trust Certificates (which for this purpose shall include Trust Certificates held by the Trust, the Transferor, the Servicer and their respective Affiliates), and an Opinion of Counsel as set forth in clause (B) above. Section 9.04. Relationship of this 2003-A Servicing Supplement to Other Trust Documents. Unless the context otherwise requires, this 2003-A Servicing Supplement and the other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and thereof. In the event of any actual conflict between the provisions of this 2003-A Servicing Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets, the provisions of this 2003-A Servicing Supplement shall prevail and (ii) the Basic Servicing Agreement, the provisions of this 2003-A Servicing Supplement shall control. Section 9.05. Binding Effect. The provisions of this 2003-A Servicing Supplement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the Trust. Servicing Supplement 12 Section 9.06. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 9.07. Counterparts. This 2003-A Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 9.08. Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments, as may be reasonably requested in order to effect the purposes of this 2003-A Servicing Supplement and to better assure and confirm unto the requesting party its rights, powers, and remedies hereunder. Section 9.09. Third-Party Beneficiaries. The Trust, each Holder of the 2003-A SUBI, each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of the Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person shall have any rights hereunder. For purposes of the Servicing Agreement, this Section replaces Section 6.12 of the Basic Servicing Agreement in its entirety. Section 9.10. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers, and privileges provided at law, in equity or otherwise. Section 9.11. No Petition. Each of the parties hereto, by entering into this 2003-A Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing Agreement, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or state bankruptcy or similar laws, for a period of one year and a day after payment in full of the Securities, against any other party hereto, the Transferor or the Trust. This Section shall survive the complete or partial termination of this 2003-A Servicing Supplement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement, the Basic Servicing Agreement or this 2003-A Servicing Supplement. Servicing Supplement 13 IN WITNESS WHEREOF, the parties hereto have caused this 2003-A Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN-INFINITI LT, as Titling Trust By: NILT, INC., as Trustee By: /s/ Patricia M. Child -------------------------- Name: Patricia M. Child Title: President NILT TRUST, as UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: /s/ Patricia M. Child ------------------------- Name: Patricia M. Child Title: Vice President NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: /s/ Steven R. Lambert ------------------------------- Name: Steven R. Lambert Title: President Servicing Supplement S-1 EXHIBIT A SCHEDULE OF 2003-A LEASES AND 2003-A VEHICLES [Omitted. Copies on file with the Servicer, the Trustee and the Owner Trustee] Servicing Supplement A-1 EXHIBIT B FORM OF SETTLEMENT STATEMENT Servicing Supplement B-1 EX-10.4 7 a94371exv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 - -------------------------------------------------------------------------------- NISSAN AUTO LEASING LLC II, as Transferor, and WILMINGTON TRUST COMPANY, as Owner Trustee ------------------------ AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 29, 2003 ------------------------ - -------------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE ---- ARTICLE ONE DEFINITIONS............................................................................ 1 SECTION 1.01 Definitions................................................................... 1 SECTION 1.02 Interpretive Provisions....................................................... 1 ARTICLE TWO ORGANIZATION........................................................................... 2 SECTION 2.01 Name and Status............................................................... 2 SECTION 2.02 Office........................................................................ 2 SECTION 2.03 Purposes and Powers........................................................... 2 SECTION 2.04 Appointment of Owner Trustee.................................................. 3 SECTION 2.05 Liability of the Trust Certificateholders..................................... 3 SECTION 2.06 Initial Capital Contribution of Owner Trust Estate............................ 3 SECTION 2.07 Declaration of Trust.......................................................... 3 SECTION 2.08 Title to Trust Property....................................................... 4 SECTION 2.09 Situs of Trust................................................................ 4 SECTION 2.10 Representations and Warranties of the Transferor.............................. 4 SECTION 2.11 Power of Attorney............................................................. 5 ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS........................................... 6 SECTION 3.01 Initial Ownership............................................................. 6 SECTION 3.02 The Trust Certificates........................................................ 6 SECTION 3.03 Authentication and Delivery of Trust Certificates............................. 6 SECTION 3.04 Registration of Transfer and Exchange......................................... 7 SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates....................... 10 SECTION 3.06 Persons Deemed Trust Certificateholders....................................... 11 SECTION 3.07 Access to List of Trust Certificateholders' Names and Addresses............... 11 SECTION 3.08 Maintenance of Office or Agency............................................... 11 SECTION 3.09 Appointment of Paying Agent................................................... 11 SECTION 3.10 Ownership by the Transferor of Trust Certificates............................. 12 SECTION 3.11 Trust Certificates Held by Trust, Transferor or Their Affiliates.............. 12 ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS................................... 12

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PAGE ---- SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters...... 12 SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters............ 13 SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy............................ 13 SECTION 4.04 Restrictions on Trust Certificateholders' Power............................... 13 SECTION 4.05 Majority Control.............................................................. 14 ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES............................................. 14 SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account......... 14 SECTION 5.02 Application of Trust Funds.................................................... 15 SECTION 5.03 Method of Payment............................................................. 17 SECTION 5.04 Accounting and Reports........................................................ 17 ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE.................................................. 18 SECTION 6.01 General Authority............................................................. 18 SECTION 6.02 General Duties................................................................ 18 SECTION 6.03 Action Upon Instruction....................................................... 19 SECTION 6.04 No Duties Except as Specified................................................. 20 SECTION 6.05 No Action Unless Specifically Authorized...................................... 20 SECTION 6.06 Restrictions.................................................................. 20 ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE........................................................... 21 SECTION 7.01 Acceptance of Trusts and Duties............................................... 21 SECTION 7.02 Furnishing of Documents....................................................... 22 SECTION 7.03 Representations and Warranties................................................ 22 SECTION 7.04 Reliance; Advice of Counsel................................................... 23 SECTION 7.05 Not Acting in Individual Capacity............................................. 24 SECTION 7.06 Owner Trustee Not Liable for Trust Certificates............................... 24 SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes............................ 24 ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE.......................................................... 24 SECTION 8.01 Owner Trustee's Compensation and Indemnification.............................. 24 ARTICLE NINE TERMINATION OF TRUST AGREEMENT......................................................... 25

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PAGE ---- SECTION 9.01 Termination of Trust Agreement................................................ 25 SECTION 9.02 [Reserved].................................................................... 26 SECTION 9.03 Purchase of the 2003-A SUBI Certificate; Repayment of the Trust Certificates.. 26 ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES................................. 28 SECTION 10.01 Eligibility Requirements for Owner Trustee.................................... 28 SECTION 10.02 Resignation or Removal of Owner Trustee....................................... 28 SECTION 10.03 Successor Owner Trustee....................................................... 29 SECTION 10.04 Merger or Consolidation of Owner Trustee...................................... 29 SECTION 10.05 Appointment of Co-Trustee or Separate Trustee................................. 30 ARTICLE ELEVEN TAX MATTERS............................................................................ 31 SECTION 11.01 Tax and Accounting Characterization........................................... 31 SECTION 11.02 Signature on Returns; Tax Matters Partner..................................... 31 SECTION 11.03 Tax Reporting................................................................. 31 ARTICLE TWELVE MISCELLANEOUS.......................................................................... 32 SECTION 12.01 Supplements and Amendments.................................................... 32 SECTION 12.02 No Legal Title to Owner Trust Estate.......................................... 33 SECTION 12.03 Limitations on Rights of Others............................................... 33 SECTION 12.04 Notices....................................................................... 34 SECTION 12.05 Severability.................................................................. 34 SECTION 12.06 Counterparts.................................................................. 34 SECTION 12.07 Successors and Assigns........................................................ 34 SECTION 12.08 No Petition................................................................... 34 SECTION 12.09 No Recourse................................................................... 35 SECTION 12.10 Headings...................................................................... 35 SECTION 12.11 GOVERNING LAW................................................................. 35 SECTION 12.12 Trust Certificates Nonassessable and Fully Paid............................... 35 SECTION 12.13 Furnishing of Basic Documents................................................. 35

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PAGE ---- EXHIBITS Exhibit A - Form of Trust Certificate.......................... A-1 Exhibit B - Form of Rule 144A Certificate...................... B-1 Exhibit C - Form of Form of Investment Letter.................. C-1

(NALT 2003-A Amended and Restated Trust Agreement) -iv- AMENDED AND RESTATED TRUST AGREEMENT This Amended and Restated Trust Agreement (this "Agreement"), dated as of October 29, 2003, is between Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferor (the "Transferor"), and Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), as trustee (the "Owner Trustee"). WHEREAS, the parties hereto entered into a trust agreement dated as of May 13, 2003 (the "Initial Trust Agreement") pursuant to which the Nissan Auto Lease Trust 2003-A was created; and WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Initial Trust Agreement will be amended and restated, and $185,305,313.53 aggregate principal amount of Asset Backed Certificates and $240,300,000 aggregate principal amount of 1.16563% Asset Backed Class A-1 Notes, $277,000,000 aggregate principal amount 1.69000% Asset Backed Class A-2 Notes, $379,950,000 aggregate principal amount Floating Rate Asset Backed Class A-3a Notes and $342,450,000 aggregate principal amount of 2.57000% Asset Backed Class A-3b Notes will be issued. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS SECTION 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust 2003-A, as trust (the "Trust"), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), in its individual capacity, as servicer and as Administrative Agent (in such capacity, the "Servicer" and the "Administrative Agent," respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust, as Owner Trustee and Delaware trustee (in such capacity, the "Delaware Trustee") and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent and indenture trustee (in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively). SECTION 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits hereto, (iii) references to words such as "herein," "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as "Article Twelve" or "Section 12.01" shall refer to the applicable Article or Section of this Agreement, (v) the term "include" and all (NALT 2003-A Amended and Restated Trust Agreement) 1 variations thereof shall mean "include without limitation," (vi) the term "or" shall include "and/or", and (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the successor or assignee of such Person. ARTICLE TWO ORGANIZATION SECTION 2.01 Name and Status. The trust created hereby shall be known as "Nissan Auto Lease Trust 2003-A," in which name the Trust may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. It is the intention of the parties hereto that the Trust shall be a statutory trust under the Statutory Trust Statute, and that this Agreement shall constitute the governing instrument of that statutory trust. SECTION 2.02 Office. The chief executive office and principal place of business of the Trust shall be in care of the Owner Trustee, initially at the Owner Corporate Trust Office and thereafter at such other address as the Owner Trustee may designate by written notice to the Trust Certificateholders and the Transferor. SECTION 2.03 Purposes and Powers. (a) The purposes of the Trust are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement; (ii) to acquire the 2003-A SUBI Certificate from the Transferor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the NALT 2003-A Amended and Restated Trust Agreement 2 Notes to the Transferor, (B) certain capital contributions from the Transferor and (C) the issuance of the Trust Certificate to the Transferor; (iii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which the Trust is a party; (vi) to engage in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. (c) The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. SECTION 2.04 Appointment of Owner Trustee. The Transferor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. SECTION 2.05 Liability of the Trust Certificateholders. No Trust Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Trust Certificateholder. SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee. SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be NALT 2003-A Amended and Restated Trust Agreement 3 "beneficial owners" within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitutes a statutory trust under the Statutory Trust Statute and that this Agreement constitutes the governing instrument of such statutory trust. Consistent with Section 11.01, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a division or branch of the Trust Certificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and under Delaware law for the purpose and to the extent necessary to accomplish the purpose of the Trust as set forth in Sections 2.03(a) and 2.03(b). At the direction of the Transferor, the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Statute, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the provisions hereof. SECTION 2.08 Title to Trust Property. Legal title to the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be. SECTION 2.09 Situs of Trust. The Trust shall be located and administered in the state of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the states of California, Delaware or New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the state of Delaware. Payments shall be received by the Trust only in the states of Delaware, California or New York, and payments will be made by the Trust only from the states of Delaware, California or New York. The only principal office of the Trust will be at the Corporate Trust Office. SECTION 2.10 Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Owner Trustee as of the Closing Date that: (a) Organization and Good Standing. The Transferor has been duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) Due Qualification. The Transferor has been duly qualified to do business as a limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications, except when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement. (c) Power and Authority. The Transferor has (i) the power and authority to execute and deliver this Agreement and to carry out its terms; (ii) good title to and is the sole legal and beneficial owner of the 2003-A SUBI Certificate, free and clear of Liens and claims; (iii) full NALT 2003-A Amended and Restated Trust Agreement 4 power and authority to transfer the 2003-A SUBI Certificate and deposit the same with the Trust; (iv) duly authorized such transfer and deposit to the Trust by all necessary action; and (v) duly authorized the execution, delivery and performance of this Agreement by all necessary action. (d) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors' rights generally and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or law. (e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability agreement of the Transferor, any material indenture, agreement or other instrument to which the Transferor is a party or by which it shall be bound; nor result in the creation or imposition of any material Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or, to the best of the Transferor's knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties, which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement. (f) No Proceedings. There are no proceedings or investigations pending, or to the Transferor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents to which it is party; (ii) seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents to which it is a party; (iii) seeking any determination or ruling that would be likely materially and adversely to affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents to which it is a party; or (iv) relating to the Transferor and that would be likely materially and adversely to affect the federal income tax or any state income tax attributes of the Trust, the Notes or the Trust Certificates. (g) Independent Manager. Notwithstanding anything to the contrary in the Transferor's Formation Documents, the Transferor shall ensure that at least one manager of the Transferor shall be an Independent Manager. SECTION 2.11 Power of Attorney. Pursuant to the Trust Administration Agreement, the Owner Trustee has authorized the Administrative Agent to perform certain of its administrative duties hereunder, including duties with respect to the management of the Owner Trust Estate, and in connection therewith hereby grants the Administrative Agent its revocable power of attorney. Each Trust Certificateholder by such Holder's acceptance of any Trust NALT 2003-A Amended and Restated Trust Agreement 5 Certificate or beneficial interest therein, as the case may be, shall be deemed to have granted power of attorney to the Administrative Agent for purposes of actions taken or to be taken with respect to the Trust Certificates. ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS SECTION 3.01 Initial Ownership. Upon the formation of the Trust by the contribution by the Transferor pursuant to Section 2.06 and until the issuance of the Trust Certificates, the Transferor shall be sole beneficiary of the Trust. SECTION 3.02 The Trust Certificates. (a) The Trust Certificates shall be substantially in the form set forth in Exhibit A, in minimum denominations of $250,000. Except for the issuance of the Trust Certificate to the Transferor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a "transfer") in violation of such Sections shall be null and void. The Trust Certificate shall be issued in the name of the Transferor. Upon delivery to the Transferor, the Owner Trustee and the Certificate Registrar of a letter in the form of Exhibit C, any Trust Certificate shall be reissued in the name and in the denomination set forth in such letter. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Trust by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee's acceptance of a Trust Certificate duly registered in such transferee's name pursuant to Section 3.04. SECTION 3.03 Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 2003-A SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Transferor the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Transferor, in authorized denominations, evidencing the entire ownership of the Trust. No Trust Certificate shall entitle its holder to any benefit NALT 2003-A Amended and Restated Trust Agreement 6 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. The Wilmington Trust Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent. SECTION 3.04 Registration of Transfer and Exchange. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the "Certificate Register"), in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Wilmington Trust Company is hereby appointed as the initial Certificate Registrar. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Transferor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer's Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other NALT 2003-A Amended and Restated Trust Agreement 7 percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Trust and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. (v) It is not a Benefit Plan or arrangement subject to Section 406 of ERISA, will not acquire or hold the Trust Certificates being transferred on behalf of or with "plan assets" of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan or arrangement nor using the assets of such a Benefit Plan or arrangement to effect such transfer; (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more "U.S. persons" (as such term is defined in the Code) have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor and the Owner Trustee). NALT 2003-A Amended and Restated Trust Agreement 8 (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Trust Certificateholder for any purpose. (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Trust and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following: (i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor. (d) The Transferor shall make the Rule 144A Information available to the prospective transferor and transferee of a Trust Certificate. The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the Prospectus, as amended or supplemented to the date of such transfer; (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Transferor in order to comply with requests for information pursuant to Rule 144A. None of the Transferor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws. (e) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee shall execute and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more NALT 2003-A Amended and Restated Trust Agreement 9 new Trust Certificates in authorized denominations of a like aggregate face amount dated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar's retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction. (f) The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates. SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If any mutilated Trust Certificate is surrendered to the Certificate Registrar, or if the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been transferred to a protected purchaser and provided that the requirements of Section 8-405 of the UCC are met, the Owner Trustee on behalf of the Trust shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time. NALT 2003-A Amended and Restated Trust Agreement 10 SECTION 3.06 Persons Deemed Trust Certificateholders. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary. SECTION 3.07 Access to List of Trust Certificateholders' Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and the Transferor or the Indenture Trustee, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer, the Transferor or the Indenture Trustee in writing, a list, in such form as the requesting party may reasonably request, of the names and addresses of the Trust Certificateholders as of the most recent Record Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust Certificateholders evidencing not less than 25% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Trust Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Trust Certificateholders. Each Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Transferor, the Owner Trustee, the Indenture Trustee or the Servicer, as the case may be, accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall maintain in The Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Trust Certificates and the other Basic Documents to which the Trust is a party may be served. The Owner Trustee initially designates Wilmington Trust Company, c/o Computershare Trust Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York, as the office for such purposes. The Owner Trustee shall give prompt written notice to the Transferor and the other Trust Certificateholders of any change in the location of the Certificate Register or any such office or agency. SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders pursuant to Section 5.02, and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Agreement in any material respect. Any co-paying agent chosen by the Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon 30 days' written notice to the Owner Trustee. In the event that a Paying Agent may no NALT 2003-A Amended and Restated Trust Agreement 11 longer act as Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums are paid to the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. SECTION 3.10 Ownership by the Transferor of Trust Certificates. The Transferor shall receive on the Closing Date in accordance with Section 3.02 and shall thereafter retain beneficial and record ownership of Trust Certificates representing 100% of the Certificate Balance. Notwithstanding any other provision of this Agreement to the contrary, any attempted transfer of any Trust Certificate that would reduce such interest of the Transferor below 100% of the Certificate Balance shall be void. The Owner Trustee shall cause one Trust Certificate issued to the Transferor (representing 100% of the Certificate Balance) to bear a legend stating "THIS CERTIFICATE IS NON-TRANSFERABLE." Notwithstanding the foregoing, upon a dissolution or termination of the Transferor, the Trust Certificates held by it shall be distributed to NMAC without regard to the provisions of Section 3.02 or this Section 3.10. SECTION 3.11 Trust Certificates Held by Trust, Transferor or Their Affiliates. Unless otherwise specified in this Agreement or other Basic Documents, any Trust Certificates owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates shall be entitled to the benefits under this Agreement equally and proportionately to the benefits afforded other owners of the Trust Certificates, except that such Trust Certificates shall be deemed not to be outstanding for the purpose of determining whether the requisite percentage of Securityholders have given any request, demand, authorization, direction, notice, consent or other action under the Basic Documents (other than the commencement by the Trust of a voluntary proceeding in bankruptcy), unless all Securities are owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates. ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless the Owner Trustee has notified the Trust Certificateholders and the Rating Agencies in writing of the proposed action at least 30 days before the taking of such action and Trust Certificateholders representing at least 25% of the NALT 2003-A Amended and Restated Trust Agreement 12 Certificate Balance have not notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Trust Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2003-A SUBI Certificate to collect amounts owed under a 2003-A Lease or 2003-A Vehicle); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment of the Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of any Basic Document other than the Trust Agreement in circumstances such amendment materially and adversely affects the interests of the Trust Certificateholders; (e) the amendment of any other Basic Document unless the Owner Trustee is furnished an Opinion of Counsel to the effect that such amendment does not materially and adversely affect the interests of the Trust Certificateholders; or (f) the appointment a successor Owner Trustee or successor Indenture Trustee. SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, to the extent the Owner Trustee or the Trust is deemed to be the Holder of the 2003-A SUBI Certificate pursuant to the SUBI Trust Agreement, the Owner Trustee or Trust, as the case may be, shall take such actions as directed in writing by Trust Certificateholders holding Trust Certificates evidencing an interest of at least 662/3% of the Certificate Balance; provided, however, that so long as the Lien of the Indenture is outstanding, such direction shall be subject to the consent of the Indenture Trustee. The Owner Trustee may not, except upon the occurrence of a Servicer Default subsequent to the payment in full of the Notes and in accordance with the written directions of Trust Certificateholders holding 100% of the Certificate Balance, remove the Servicer, with respect to the 2003-A SUBI Assets or appoint a successor Servicer with respect thereto. SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Trust Certificateholders (including the board of managers (including the Independent Managers, as such term is defined in the Transferor's limited liability company agreement) of the Transferor) and the delivery to the Owner Trustee of a written certification by each Trust Certificateholder that such Trust Certificateholder reasonably believes that the Trust is insolvent. SECTION 4.04 Restrictions on Trust Certificateholders' Power. The Trust Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee NALT 2003-A Amended and Restated Trust Agreement 13 under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Trust as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given. SECTION 4.05 Majority Control. Except as expressly provided herein, any action that may be taken by the Trust Certificateholders under this Agreement may be taken by the Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates. Except as expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant to this Agreement shall be effective if signed by Trust Certificateholders holding not less than a Majority Interest of the Certificates at the time of delivery of such notice. ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account. (a) The Owner Trustee, for the benefit of the Trust Certificateholders, shall establish and maintain, or cause to be established and maintained, at the direction of the Transferor, an Eligible Account with and in the name of the Owner Trustee which shall be designated the "Certificate Distribution Account." The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Certificateholders. The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Trust Certificateholders. If at any time the Certificate Distribution Account ceases to be an Eligible Account, the Owner Trustee (or the Transferor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall, within ten Business Days following notification of such occurrence (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent), establish a new Certificate Distribution Account as an Eligible Account and shall transfer any cash or investments to such new Certificate Distribution Account. (b) The Servicer, on behalf of the Trust, shall establish and maintain an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which is designated as the "Reserve Account". The Reserve Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. On the Closing Date, the Transferor will use the net NALT 2003-A Amended and Restated Trust Agreement 14 proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the Trust, which the Trust shall use to cause the Initial Deposit Amount to be deposited into the Reserve Account. All deposits to and withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents. (c) The Trust shall take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, the Control Agreement or any UCC financing statements) as may be determined to be reasonably necessary by the Administrative Agent on behalf of the Trust, in order to perfect the interests created by Section 5.01(b) and otherwise fully effectuate the purposes, terms and conditions of this Section. The Trust (or Administrative Agent on behalf of the Trust) shall: (i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of its securities interest in the Reserve Account; and (ii) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following (and promptly notify the Trust and the Owner Trustee of each such filing): (A) any change in the Transferor's corporate name or any trade name, (B) any change in the location of is chief executive office or principal place of business or (C) any merger or consolidation or other change in its identity or corporate structure. SECTION 5.02 Application of Trust Funds. (a) Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent) shall pay, to the extent of funds available, the amount required to be deposited by the Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 8.04 of the Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Payment Date. On any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any such excess shall be released to the Transferor. (b) On or after the date on which the Outstanding Amount of the Notes has been reduced to zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve Account shall be transferred to the Owner Trustee. On each Payment Date thereafter, all amounts distributable to the Trust Certificateholders shall be distributed by the Owner Trustee in the order and priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture. On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Transferor, without recourse, representation or warranty NALT 2003-A Amended and Restated Trust Agreement 15 (except as set forth in Section 7.03), all of the Trust's right, title, and interest in, to and under the Reserve Account Property. In addition, on or following the Payment Date on which the Certificate Balance has been reduced to zero, the Transferor may direct the Owner Trustee in writing to distribute to it, and upon receipt of such direction the Owner Trustee shall distribute to the Transferor, the remaining assets of the Trust. (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the "Distribution Statement") provided by the Servicer, based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the following information: (i) the amount of SUBI Collections for the related Collection Period and the amounts allocable to the 2003-A SUBI Certificate; (ii) the Certificate Balance on the immediately preceding Payment Date, or if the current Payment Date is the first Payment Date, on the Closing Date; (iii) the aggregate amount of interest accrued and paid on each Class of Notes during the related Accrual Period; (iv) the aggregate amount of principal paid with respect to each Class of Notes and the Trust Certificates on such Payment Date and the Principal Carryover Shortfall, if any; (v) the Outstanding Amount of the Notes and the Certificate Balance on the day immediately preceding such Payment Date; (vi) the Note Factor for each Class of Notes and the Certificate Factor (after giving effect to payments made on such Payment Date); (vii) the Available Funds deposited into the SUBI Collection Account, including amounts with respect to each of items (i) through (v) of the definition thereof; (viii) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; (ix) the Servicing Fee and the Payment Date Advance Reimbursement for the related Collection Period and (x) the amount of Residual Value Losses for the related Collection Period. The information required to be delivered by such Distribution Statement may be included with such other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents. NALT 2003-A Amended and Restated Trust Agreement 16 (d) If any withholding tax is imposed on the Trust's payment (or, if the Trust is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Trust Certificateholders, at the time it is withheld by the Trust for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as any distribution to a "non-U.S. person" (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred. (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee's or the Owner Trustee's, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or the Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of the Trust Certificates, distributions required to be made to Trust Certificateholders on any Payment Date shall be made to each Trust Certificateholder of record on the related Record Date by check mailed to such Trust Certificateholder at the address of such holder appearing on the Certificate Register, except that a Trust Certificateholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee at least five Business Days prior to the Record Date. Notwithstanding the foregoing, the final payment on the Trust Certificates shall be made only upon presentation and surrender of such Trust Certificates at the office or agency specified in the notice of final payment to the Trust Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of at least 20 days' notice from the Trust or the Administrative Agent as set forth in the Indenture, provide such notice to the Trust Certificateholders of record not more than 30 days and not less than 15 days prior to the date on which such final payment is expected to occur. SECTION 5.04 Accounting and Reports. (a) The Owner Trustee shall, based on information provided by the Transferor, (i) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting (except as required by Article Eleven), (ii) deliver to each Trust NALT 2003-A Amended and Restated Trust Agreement 17 Certificateholder not later than the latest date permitted by law (A) a statement of the amounts provided for in Section 8.04 of the Indenture and (B) such information as may be required by the Code and applicable Treasury Regulations with respect to instruments such as the Trust Certificates and (iii) in addition to the Owner Trustee's rights under Section 5.02, take such action as instructed by the Transferor to collect or cause to be collected and paid over to applicable authorities any withholding tax as described in and in accordance with Section 5.02 and Article Eleven with respect to income or distributions to Trust Certificateholders. The Owner Trustee shall make all elections pursuant to Article Eleven as directed by the Transferor. (b) The Transferor shall maintain such books and records, and shall prepare and file such reports and returns, as are required pursuant to this Section and Section 5.02. ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE SECTION 6.01 General Authority. The Owner Trustee shall administer the Trust in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, in accordance with the Basic Documents. Subject to the provisions and limitations of Sections 2.03 and 2.07, the Owner Trustee is authorized and directed to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case in such form as the Transferor shall approve as evidenced conclusively by the Owner Trustee's execution thereof and the Transferor's execution of this Agreement, and on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $240,300,000, Class A-2 Notes in the aggregate principal amount of $277,000,000, Class A-3a Notes in the aggregate principal amount of $379,950,000 and Class A-3b Notes in the aggregate principal amount of $342,450,000. In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Trust as is permitted by the Basic Documents and that the Servicer or the Administrative Agent recommends with respect to the Basic Documents, except to the extent this Agreement expressly requires the consent of the Trust Certificateholders for such action. SECTION 6.02 General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to discharge or cause to be discharged all of its responsibilities pursuant to the terms of the Basic Documents to which the Trust is a party and to administer the Trust in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee and in accordance with the provisions of the Basic Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrative Agent has agreed in the Trust Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other 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. NALT 2003-A Amended and Restated Trust Agreement 18 SECTION 6.03 Action Upon Instruction. (a) Subject to Article Four and in accordance with the terms of the Basic Documents, the Transferor may by written instruction direct the Owner Trustee in the administration of the Trust subject to, and in accordance with, the terms of the Basic Documents. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law or any obligation of the Owner Trustee or the Trust. (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction. (d) If the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received from Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from 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. NALT 2003-A Amended and Restated Trust Agreement 19 (e) Notwithstanding the foregoing, the right of the Transferor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture. SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not be required to perform any of the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the 2003-A SUBI Supplement, (ii) the Transferor under this Agreement, the Servicing Agreement, the Indenture, the SUBI Certificate Transfer Agreement, or the Back-Up Security Agreement, (iii) the Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest in the Owner Trust Estate or to record this Agreement or any other Basic Document. Notwithstanding anything to the contrary herein or in any Basic Document, neither the Indenture Trustee, the Titling Trustee nor the Trust Agent shall be required to execute, deliver or certify on behalf of the Issuer or any other person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result from actions by or claims against the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate. SECTION 6.05 No Action Unless Specifically Authorized. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Trust or the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell, pledge, assign or convey the 2003-A SUBI Certificate, except as specifically required or permitted by the Basic Documents. SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (i) that is contrary to the purposes of the Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would (a) affect the treatment of the Notes as debt for federal income tax purposes, (b) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (c) cause the Trust, the Transferor or the Titling Trust or any portion thereof to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal or state income or franchise tax purposes. The Trust Certificateholders and the Transferor shall not direct the Owner Trustee to take action that would violate the provisions of this Section. The NALT 2003-A Amended and Restated Trust Agreement 20 Owner Trustee may not (i) initiate or settle any claim or lawsuit involving the Trust (unless brought by the Servicer to collect amounts owed under a 2003-A Lease), (ii) amend the Certificate of Trust (unless such amendment is required to be filed under applicable law), (iii) amend this Agreement where Trust Certificateholder consent is required, (iv) amend this Agreement where Trust Certificateholder consent is not required if such amendment materially adversely affects the Trust Certificateholders, (v) amend any Basic Document other than this Agreement if such amendment materially adversely affects the Trust Certificateholders, or (vi) appoint a successor Owner Trustee or successor Indenture Trustee, unless (a) the Owner Trustee provides 30 days' written notice thereof to the Trust Certificateholders and each Rating Agency and (b) Trust Certificateholders holding at least 25% of the Certificate Balance (which for this purpose shall include Trust Certificates held by the Trust, the Transferor, the Servicer and their respective Affiliates) do not object in writing to any such proposed amendment within 30 days of such notice. Notwithstanding anything herein to the contrary, the Transferor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates. ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents to which the Trust or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 made by the Owner Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in the preceding sentence: (a) the Owner Trustee shall not be liable for any error in judgment of an officer of the Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Transferor, the Indenture Trustee, the Administrative Agent or the Servicer; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the 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; NALT 2003-A Amended and Restated Trust Agreement 21 (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or the principal of the Trust Certificates; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Securityholder or any third party dealing with the Trust or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents; (f) the Owner Trustee shall not be liable for the misfeasance, malfeasance or nonfeasance of the Servicer, the Administrative Agent, the Transferor, the Indenture Trustee or the Cap Provider under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or the Transferor under this Agreement or the Basic Documents that are required to be performed by the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement, or the Indenture Trustee under the Indenture or the Cap Provider under the Interest Rate Cap Agreement; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any Trust Certificateholder unless such Trust Certificateholder have offered to the Owner Trustee security or indemnity satisfactory to it against the Expenses that may be incurred by the Owner Trustee therein or thereby; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct in the performance of any such act. SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish to any Trust Certificateholder promptly upon receipt of a written request therefor (at the expense of the Trust Certificateholder), duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Owner Trustee under the Basic Documents. SECTION 7.03 Representations and Warranties. The Owner Trustee hereby represents and warrants to the Transferor and the Trust Certificateholders, that: (a) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite power, right and authority to execute, deliver and perform its obligations under this Agreement. (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 NALT 2003-A Amended and Restated Trust Agreement 22 each other Basic Document to which it is a party will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement and each other Basic Document to which it is a party on its behalf. (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee individually that are unrelated to this Agreement or the other Basic Documents. (d) This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding agreement of it, enforceable against the Owner Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, liquidation, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein or has appointed a Delaware trustee that is so authorized and it has a principal place of business in the state of Delaware or has appointed a Delaware trustee that has such a principal place of business. SECTION 7.04 Reliance; Advice of Counsel. (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a board resolution or documents of any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice president, the treasurer, any assistant treasurer or any other authorized officers of the relevant party as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of 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 NALT 2003-A Amended and Restated Trust Agreement 23 Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not, to the actual knowledge of the Owner Trustee, contrary to this Agreement or any other Basic Document. SECTION 7.05 Not Acting in Individual Capacity. Except as provided in this Article, in accepting the trusts hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates and its representations and warranties in Section 7.03) shall be taken as the statements of the Transferor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) or the Notes or any offering document relating to either of them. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Basic Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any Basic Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Trust Certificateholders under this Agreement or the Noteholders under the Indenture, the validity of the transfer of the 2003-A SUBI Certificate, or for the compliance by the Transferor, the Administrative Agent or the Servicer with any warranty or representation made under any Basic Document or for the accuracy of any such warranty or representation or for any action of the Administrative Agent, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Transferor, the Servicer, the Administrative Agent, the Indenture Trustee and their respective Affiliates, in banking transactions with the same rights as it would have if it were not the Owner Trustee. ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE SECTION 8.01 Owner Trustee's Compensation and Indemnification. (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Administrative Agent for its services hereunder such fees as have been NALT 2003-A Amended and Restated Trust Agreement 24 separately agreed upon before the date hereof between the Transferor or the Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Transferor shall be liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the "Indemnified Parties") from and against, any Expenses that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except that the Transferor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any income taxes on any fees payable to any Indemnified Party as described in Section 7.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Neither the Transferor nor the Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses. (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrative Agent, the Servicer, the Transferor or the Indenture Trustee. ARTICLE NINE TERMINATION OF TRUST AGREEMENT SECTION 9.01 Termination of Trust Agreement. (a) This Agreement (other than Article Eight) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the earliest of (i) the final distribution by the Owner Trustee of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement or (ii) at the times provided in Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder, other than the Transferor, as described in Section 9.03, shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Trust Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. NALT 2003-A Amended and Restated Trust Agreement 25 (b) Except as provided in Section 9.01(a), neither the Transferor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of this Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment and cancellation, shall be given by the Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders and the Transferor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. The Owner Trustee shall promptly notify each Rating Agency upon the final payment of the Trust Certificates. (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Administrative Agent. (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute. SECTION 9.02 [Reserved]. SECTION 9.03 Purchase of the 2003-A SUBI Certificate; Repayment of the Trust Certificates. (a) The Servicer shall be permitted at its option to purchase, or cause to be purchased, the 2003-A SUBI Certificate from the Trust on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (i) the Securities Balance is less than or equal to 10% of the Initial Securities Balance or (ii) the Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the NALT 2003-A Amended and Restated Trust Agreement 26 Servicer) and their respective Affiliates (the exercise of such option is referred to as an "Optional Purchase"). The purchase price (the "Optional Purchase Price") shall equal the aggregate Securitization Value of the 2003-A SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be the amount of such funds held in cash) held as part of the Trust (less Liquidation Expenses) and shall be deposited by the Servicer into the SUBI Collection Account on the Deposit Date related to such Payment Date. The Servicer shall not exercise the Optional Purchase if the Optional Purchase Price does not exceed the sum of (i) the Redemption Price, (ii) unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, (iii) the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods, and (iv) the Certificate Balance. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and the Trust Certificates shall be repaid, in each case in whole but not in part on the related Payment Date. The Servicer, at its option, may pay all or a portion of the Optional Purchase Price by issuing a demand note in favor of the Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to terms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (x) the Servicer shall pay in cash the portion of the Optional Purchase Price that is equal to or greater than the sum of the amounts specified in clauses (i) through (iii) of the second preceding sentence and (y) the Servicer may issue a demand note to a Trust Certificateholder pursuant to this Section 9.03 only if such Certificateholder consents to the receipt of such demand note. (b) In connection with an Optional Purchase, the Trust Certificates shall be due and payable on the related Payment Date, upon furnishing of a notice complying with Section 9.03(c) to each Trust Certificateholder. The Administrative Agent or the Owner Trustee shall furnish each Rating Agency notice of such repayment or redemption. (c) Notice of repayment or redemption under Section 9.03(b) shall be given (i) by the Administrative Agent to the Owner Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least 20 days prior to the related Payment Date and (ii) by the Owner Trustee to each Trust Certificateholder by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least 15 days (but no more than 30 days) prior to the related Payment Date, at such Trust Certificateholder's or the Transferor's address appearing in the Certificate Register. All notices of repayment shall state: (i) the related Payment Date for the repayment; (ii) [reserved]; (iii) the place where the Trust Certificates to be repaid are to be surrendered for payment of the Repayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.08); and (iv) that on the related Payment Date, the Repayment Price will become due and payable upon each such Trust Certificate. NALT 2003-A Amended and Restated Trust Agreement 27 Notice of repayment of the Trust Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of repayment or any defect therein, to any Trust Certificateholder shall not impair or affect the validity of the repayment of any Trust Certificate. (d) The Trust Certificates to be repaid shall, following notice of repayment as required by Section 9.03(c) on the related Payment Date, become due and payable at the Repayment Price. ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (ii) at all times be able and authorized to exercise corporate trust powers; (iii) have a long-term debt rating of "A" or higher by Moody's, Standard and Poor's and Fitch (if rated by Fitch), or be otherwise acceptable to each Rating Agency; (iv) have combined capital and surplus of at least $50,000,000; and (v) be subject to supervision or examination by federal or state authorities. If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02. SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrative Agent, the Servicer, each Rating Agency, the Transferor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Transferor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrative Agent, the Transferor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by NALT 2003-A Amended and Restated Trust Agreement 28 the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Transferor or such Trust Certificateholders may remove the Owner Trustee. If the Owner Trustee shall be removed pursuant to the preceding sentence, the Transferor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. Any appointment of a successor Owner Trustee is subject to satisfaction of the Rating Agency Condition. SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Transferor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Transferor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Transferor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Transferor. SECTION 10.04 Merger or Consolidation of Owner Trustee. Any Person (i) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (ii) resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party or (iii) succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of NALT 2003-A Amended and Restated Trust Agreement 29 any instrument or any further act on the part of any of the parties hereto, provided, that such Person shall be eligible pursuant to Section 10.01 anything herein to the contrary notwithstanding. The Owner Trustee shall mail notice of such merger, conversion, or consolidation to each Rating Agency, the Indenture Trustee and the Trust Certificateholders. SECTION 10.05 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Transferor and the Owner Trustee may consider necessary or desirable. If the Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) the Transferor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording NALT 2003-A Amended and Restated Trust Agreement 30 protection to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrative Agent, the Servicer and the Transferor. Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. ARTICLE ELEVEN TAX MATTERS SECTION 11.01 Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Trust not constitute a separate entity for federal income tax and state income and franchise tax purposes. It is the intent of the Transferor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 2003-A Vehicles and the payments on the 2003-A Leases for federal income tax and state income and franchise tax purposes. If, however, the Trust is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall not file or cause to be filed annual returns, reports or other forms and will treat the Trust in a manner consistent with the characterization that the Trust is not a separate entity for tax purposes. The Transferor and the Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention. (b) It is the intent of the Transferor to treat the Trust Certificates as equity interests in the Trust for financial accounting purposes. SECTION 11.02 Signature on Returns; Tax Matters Partner. (a) If the Trust shall be required to file federal or other income tax returns as a partnership, such returns shall be signed by an authorized signatory for the Transferor or such other Person as shall be required by law to sign such returns of the Trust. (b) By acceptance of its beneficial interest in a Trust Certificate, each Trust Certificateholder agrees that in the event that the Trust is classified as a partnership for federal income tax purposes, the Transferor shall be the "tax matters partner" of the Trust pursuant to the Code. SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate tax authorities, the Trust shall not file or cause to be filed annual or other income or franchise tax returns and shall not be required to obtain any taxpayer identification number. NALT 2003-A Amended and Restated Trust Agreement 31 ARTICLE TWELVE MISCELLANEOUS SECTION 12.01 Supplements and Amendments. (a) This Agreement may be amended by the Transferor and the Owner Trustee without the consent of any of the Securityholders to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, add any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement or add or amend any provision herein in connection with permitting transfers of the Trust Certificates; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, materially adversely affect the interests of any Holder of a 2003-A SUBI Certificate (which, so long as any Notes are outstanding, shall include the Indenture Trustee) or any Securityholder. (b) This Agreement may also be amended from time to time by the Transferor and the Owner Trustee, with prior written notice to the Rating Agencies and subject to the satisfaction of the Rating Agency Condition, with the consent of the Noteholders holding a Majority Interest of the Notes, voting as a single class, and to the extent affected thereby, the consent of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which for this purpose shall include Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Trust Certificateholders. No such amendment shall, however, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made on the Notes or the Trust Certificates or (ii) reduce the percentage of the Certificate Balance or the Outstanding Amount required to consent to any such amendment, without the consent of the holders of 100% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Trust or the 2003-A SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. This Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), to approve any trust purpose with respect to the Trust in addition to the purpose authorized pursuant to Section 2.03(b), upon not less that 90 days notice to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment NALT 2003-A Amended and Restated Trust Agreement 32 or supplement shall not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the Trust or the 2003-A SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. It shall not be necessary for the consent of Trust Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Trust Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Trust Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (c) Notwithstanding Section 12.01(b), this Agreement may be amended at any time by the parties hereto to the extent reasonably necessary to assure that none of the Titling Trust, the Trust or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (d) Prior to the execution of any amendment to this Agreement or any other Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the other Basic Documents and that all conditions precedent herein and in the other Basic Documents to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. (e) The Owner Trustee shall give the Trust Certificateholders 30 days' written notice of any proposed amendment or supplement hereto, unless the Owner Trustee is furnished an Opinion of Counsel to the effect that such amendment or supplement does not materially adversely affect the Trust Certificateholders or if Noteholders consent is required and this Agreement provides that the Owner Trustee shall not enter into such amendment unless a majority of the Certificate Balance of Trust Certificateholders consent in writing. SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust Certificateholders shall have legal title to any part of the Owner Trust Estate. The Trust Certificateholders shall be entitled to receive distributions with respect to their Trust Certificates only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Trust Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate. SECTION 12.03 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Trust Certificateholders, the Administrative Agent, the Servicer and the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. NALT 2003-A Amended and Restated Trust Agreement 33 SECTION 12.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Owner Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) if to the Transferor, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 719-8509), Attention: Secretary; (iii) if to Moody's, at Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Group (telecopier no. (212) 553-7820); (iv) if to Standard & Poor's, to Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring Group; (v) if to Fitch, at Fitch, Inc., One State Street Plaza, New York, New York 10004 (telecopier no.(212) 480-4438), Attention: Romaana Zia; or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Any notice required or permitted to be given to a Trust Certificateholder shall be given by first-class mail, confirmed, facsimile or overnight courier, postage prepaid, at the address of such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Trust Certificateholder receives such notice. SECTION 12.05 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 12.06 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 12.07 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Transferor, the Owner Trustee, and each Trust Certificateholder and their respective successors and permitted assigns, all to the extent as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Trust Certificateholder shall bind the successors and assigns of the Transferor or such Trust Certificateholder. SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the Transferor, and each Trust Certificateholder by accepting a Trust Certificate, covenant that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws, against NMAC, the Transferor, the Titling Trust, the UTI Beneficiary or the Trust, for a period of one year and a day after: NALT 2003-A Amended and Restated Trust Agreement 34 (a) payment in full of all amounts due to each Holder in respect of the UTI, the SUBI or any Other SUBI, against any UTI Beneficiary (or any general partner of a UTI Beneficiary which is a partnership, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2003-A SUBI and each Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Trust. SECTION 12.09 No Recourse. Each Trust Certificate entitles the holder thereof to the respective rights and benefits set forth in this Agreement and in the Trust Certificates. The Trust Certificates do not represent interests in or obligations of the Servicer, the Transferor, the Owner Trustee, any Paying Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents. SECTION 12.10 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SECTION 12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 12.12 Trust Certificates Nonassessable and Fully Paid. Trust Certificateholders shall not be personally liable for obligations of the Trust. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and, upon authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust Certificates shall be deemed fully paid. SECTION 12.13 Furnishing of Basic Documents. The Transferor shall furnish to any Trust Certificateholder promptly upon receipt of a written request by such Trust Certificateholder (at the expense of the requesting Trust Certificateholder) therefor, duplicates or copies of all Basic Documents. NALT 2003-A Amended and Restated Trust Agreement 35 IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Transferor By: /s/ Joji Tagawa ---------------------------------------- Name: Joji Tagawa Title: Treasurer WILMINGTON TRUST COMPANY, as Owner Trustee By: /s/ Anita E. Dallago ---------------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer (NALT 2003-A Amended and Restated Trust Agreement) S-1 EXHIBIT A FORM OF TRUST CERTIFICATE TRUST CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS NON-TRANSFERABLE. THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN" AS DEFINED IN SECTION 4975(e)(1) THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, or any entity whose underlying assets inCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS. THE PRINCIPAL OF THIS TRUST CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS TRUST CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. (NALT 2003-A Amended and Restated Trust Agreement) A-1 THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE TRANSFEROR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATIVE AGENT, NMAC, NALL II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY. (NALT 2003-A Amended and Restated Trust Agreement) A-2 NISSAN AUTO LEASE TRUST 2003-A ASSET BACKED CERTIFICATE evidencing a beneficial interest in the Trust, as defined below, the property of which includes, among other things, the 2003-A SUBI Certificate, evidencing a 100% beneficial interest in the 2003-A SUBI. The property of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued thereunder. This Trust Certificate does not represent an interest in or obligation of the Transferor, Nissan Motor Acceptance Corporation, the Owner Trustee or any of their respective Affiliates, except to the extent described below. NUMBER $_____________ R-_____ This certifies that _________________ is the registered owner of a _______________ dollars nonassessable, fully-paid, beneficial ownership interest in the Nissan Auto Lease Trust 2003-A (the "Trust") formed by Nissan Auto Leasing LLC II, a Delaware limited liability company (the "Transferor"). The Trust was created pursuant to a trust agreement, as amended and restated as of October 29, 2003 (the "Trust Agreement"), between the Transferor and Wilmington Trust Company, as trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions. This Trust Certificate is one of the duly authorized Trust Certificates designated as "Asset Backed Certificates" (the "Trust Certificates"). Also issued under an indenture, dated as of October 29, 2003 (the "Indenture"), between the Trust and U.S. Bank National Association, as trustee (the "Indenture Trustee"), are the 1.16563% Asset Backed Notes, Class A-1, the 1.69000% Asset Backed Notes, Class A-2, the Floating Rate Asset Backed Notes, Class A-3a and the 2.57000% Asset Backed Notes, Class A-3b. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such Trust Certificateholder is bound. The property of the Trust primarily includes, among other things, (i) the 2003-A SUBI Certificate, evidencing a 100% beneficial interest in the 2003-A SUBI, and (ii) all proceeds of the foregoing. The rights of the Trust in the foregoing property have been pledged by the Trust to the Indenture Trustee to secure the payment of the Notes. The Trust Certificates represent obligations of the Trust only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiary or any of their respective Affiliates. (NALT 2003-A Amended and Restated Trust Agreement) A-3 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 November 17, 2003 (each, a "Payment Date"), to the Person in whose name this Trust Certificate is registered at the close of business on the day preceding each Payment Date (each, a "Record Date") such Trust Certificateholder's percentage interest in the amount to be distributed with respect to the Trust Certificates on such Payment Date. The holder of this Trust Certificate acknowledges and agrees that its rights to receive payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Indenture. It is the intent of the Transferor and Trust Certificateholder that the Trust not constitute a separate entity for federal income and state income and franchise tax purposes, and that the Notes be treated as indebtedness for such purposes. If, however, the Trust is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes. The Transferor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention. Each Trust Certificateholder by accepting a Trust Certificate, covenants and agrees that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under federal or State bankruptcy or similar laws, against NMAC, the Transferor or the Trust, for a period of one year and a day after: (a) payment in full of all amounts due to each Holder in respect of the UTI, the SUBI or any Other SUBI, against the UTI Beneficiary, the Titling Trust and the Titling Trustee, without the consent of 100% of the Holders of the 2003-A SUBI and each Other SUBI (excluding the UTI Beneficiary, the Transferor or any of their respective Affiliates); and (b) payment in full of the Notes, against the Transferor or the Trust; provided, however, that 100% of the Noteholders, or, if no Notes are then outstanding, 100% of the Trust Certificateholders (in each case excluding the Transferor and any of its Affiliates) may at any time institute or join in instituting any bankruptcy, reorganization, insolvency or liquidation proceeding against the Transferor or the Trust. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee by check mailed to the Trust Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for the purpose by the Owner Trustee in The Borough of Manhattan in the The City of New York. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. (NALT 2003-A Amended and Restated Trust Agreement) A-4 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. (NALT 2003-A Amended and Restated Trust Agreement) A-5 IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed. Dated: ________________________ NISSAN AUTO LEASE TRUST 2003-A By: WILMINGTON TRUST COMPANY, as Owner Trustee By: ___________________________________ Name: Title: OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement. WILMINGTON TRUST COMPANY, or WILMINGTON TRUST COMPANY, as Owner Trustee as Owner Trustee By: _____________________, Authenticating Agent By:_____________________________ By: ___________________________________ (NALT 2003-A Amended and Restated Trust Agreement) A-6 [Reverse of Trust Certificate] The Trust Certificates do not represent an obligation of or an interest in the Transferor, the Servicer, the Owner Trustee or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries and certain other amounts respecting the assets of the Trust, all as more specifically set forth in the Indenture. The Transferor will furnish, upon the request of any holder of a Trust Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended, with respect to the Trust. The Trust Agreement may be amended by the Transferor and the Owner Trustee without the consent of any of the Securityholders to cure any ambiguity, correct or supplement any provision therein that may be inconsistent with any other provision therein, add any other provisions with respect to matters or questions arising under the Trust Agreement that are not inconsistent with the provisions of the Trust Agreement or add or amend any provision therein in connection with permitting transfers of the Trust Certificates; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, materially adversely affect the interests of any Holder of a 2003-A SUBI Certificate (which, so long as any Notes are outstanding, shall include the Indenture Trustee) or any Securityholder. The Trust Agreement may also be amended from time to time by the Transferor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Noteholders holding a Majority Interest of the Notes, voting as a single class, and, to the extent affected thereby, the consent of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the Noteholders or the Trust Certificateholders. No such amendment shall, however, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made on the Notes or the Trust Certificates or (ii) reduce the percentage of the Certificate Balance or the Outstanding Amount required to consent to any such amendment, without the consent of the holders of 100% of all outstanding Trust Certificates (including Trust Certificates owned by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Trust or the 2003-A SUBI Certificates to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal and state income and franchise tax purposes. Notwithstanding the foregoing, the Trust Agreement may be amended at any time by the parties hereto to the extent reasonably necessary to assure that none of the Titling Trust, the Trust or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (NALT 2003-A Amended and Restated Trust Agreement) A-7 As provided in the Trust Agreement, if and to the extent transfers are permitted and if the Transferor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance with the terms set forth therein, which opinion the Transferor has not determined can be given under the Internal Revenue Code and existing and proposed regulations thereunder, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Trust Certificateholder hereof or such Trust Certificateholder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates of the same class and in authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Wilmington Trust Company. The Trust Certificates are issuable only as registered Trust Certificates without coupons in minimum denominations of $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 and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the trust created thereby shall terminate upon the payment to Trust Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property held as part of the Owner Trust Estate. Any prospective transferee of a Trust Certificate will be required to deliver a letter to the Transferor and the Certificate Registrar substantially in the form of Exhibit C to the Trust Agreement, which letter includes a representation that such prospective transferee is not a "Benefit Plan Investor" (as defined in Department of Labor Regulation 2510.3-101(f)(2)). The Trust Certificates may not be transferred, sold, pledged or otherwise disposed to or for the account of a Benefit Plan Investor. The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan. (NALT 2003-A Amended and Restated Trust Agreement) A-8 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. (NALT 2003-A Amended and Restated Trust Agreement) A-9 EXHIBIT B FORM OF RULE 144A CERTIFICATE ____________, ____ Nissan Auto Leasing LLC II 990 West 190(th) Street Torrance, California 90502 Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890 Wilmington Trust Company, as Certificate Registrar 520 Madison Avenue 33(rd) Floor New York, New York 10019 Ladies and Gentlemen: This is to notify you as to the transfer of $____________ initial principal balance of Asset Backed Certificates (the "Trust Certificates") of Nissan Auto Lease Trust 2003-A (the "Trust"). The undersigned is the holder of the Trust Certificates and with this notice hereby deposits with Wilmington Trust Company (the "Owner Trustee") $____________ initial principal balance of Trust Certificates and requests that Trust Certificates in the same initial principal balance be issued, executed and authenticated and registered to the purchaser on ____________, 200__, as specified in the trust agreement dated May 13, 2003, as amended and restated by the Amended and Restated Trust Agreement dated October 29, 2003 among Wilmington Trust Company and Nissan Auto Leasing LLC II, as follows: Name: Denominations: Address: Taxpayer I.D. No: The undersigned represents and warrants that the undersigned (a) reasonably believes the purchaser is a "qualified institutional buyer," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act"), (b) such purchaser has acquired the Trust Certificates in a transaction effected in accordance with the exemption from the registration requirements of the Act provided by Rule 144A and (c) if the purchaser has purchased the Trust Certificates for one or more accounts for which it is acting as fiduciary or agent, (i) each such account is a qualified (NALT 2003-A Amended and Restated Trust Agreement) B-1 institutional buyer and (ii) the purchaser is acquiring Trust Certificates for its own account or for one or more institutional accounts for which it is acting as fiduciary or agent in a minimum amount equivalent to not less than $250,000 for each such account. Very truly yours, ____________________________________________ By: ________________________________________ Name: Title: (NALT 2003-A Amended and Restated Trust Agreement) B-2 EXHIBIT C FORM OF INVESTMENT LETTER QUALIFIED INSTITUTIONAL BUYER ______________, ______ U.S. Bank National Association, as Indenture Trustee 400 North Michigan Avenue, 2(nd) Floor Chicago, Illinois 60601 Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890 Nissan Auto Leasing LLC II 990 West 190th Street Torrance, California 90502 Ladies and Gentlemen: In connection with our proposed purchase of $__________________ aggregate principal amount of Certificates (the "Certificates") representing an undivided interest in the Nissan Auto Lease Trust 2003-A (the "Trust"), the investor on whose behalf the undersigned is executing this letter (the "Purchaser") confirms that: 1. Reference is made to the Prospectus, dated October 21, 2003 (the "Prospectus"), relating to the Certificates. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Prospectus. The Purchaser has received a copy of the Prospectus and such other information as the Purchaser deems necessary in order to make its investment decision and the Purchaser has been provided the opportunity to ask questions of, and receive answers from, the Servicer and Nissan Auto Leasing LLC II, as the Transferor, concerning the Servicer, the UTI Beneficiary and the Transferor and the terms and conditions of the offering described in the Prospectus. The Purchaser has received and understands the above, and understands that substantial risks are involved in an investment in the Certificates. The Purchaser represents that in making its investment decision to acquire the Certificates, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including you, the Servicer, the Transferor or the Owner Trustee or any of your or their affiliates, except as expressly contained in the Prospectus and in the other written information, if any, discussed above. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and the Purchaser is able to bear the substantial economic risks of such an investment. The Purchaser NALT 2003-A Amended and Restated Trust Agreement C-1 has relied upon its own tax, legal and financial advisors in connection with its decision to purchase the Certificates. 2. The Purchaser is (A) a "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "1933 Act")) and has delivered to you a certificate substantially in the form attached hereto as Annex 1 or Annex 2, as applicable and (B) acquiring the Certificates for its own account or for the account of an investor of the type described in clause (A) above as to each of which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Certificates for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or "Blue Sky" laws of any state. 3. The Purchaser understands that the Certificates have not been and will not be registered under the 1933 Act or under the securities or blue sky laws of any state, and that (i) if it decides to resell, pledge or otherwise transfer any Certificate, such Certificate may be resold, pledged or transferred without registration only to an entity that has delivered to the Transferor and the Owner Trustee a certification that it is a Qualified Institutional Buyer that purchases (1) for its own account or (2) for the account of such a Qualified Institutional Buyer, that is, in either case, aware that the resale, pledge or transfer is being made in reliance on said Rule 144A and (ii) it will, and each subsequent holder will be required to, notify any purchaser of any Certificate from it of the resale restrictions referred to in clause (i) above. 4. The Purchaser understands that each of Certificate will bear a legend to the following effect, unless otherwise agreed by the Transferor and the Owner Trustee: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE TRANSFEROR AND THE OWNER TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE NALT 2003-A Amended and Restated Trust Agreement C-2 TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN" AS DEFINED IN SECTION 4975(e)(1) THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, or any entity whose underlying assets inCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS." 5. If the Purchaser is acquiring any Certificate as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgements, representations and agreements contained herein on behalf of such account. 6. The Purchaser is not (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a "plan" (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or otherwise (c) any entity whose underlying assets include plan assets by reason of a plan's investment in such entity or otherwise (each, a "Benefit Plan"). 7. The Purchaser has neither acquired nor will it transfer any Certificate it purchases (or any interest therein) or cause any such Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. 8. The Purchaser either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such NALT 2003-A Amended and Restated Trust Agreement C-3 transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Certificates. 9. The Purchaser understands that no subsequent transfer of the Certificates is permitted unless (A) such transfer is of a Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Transferor and the Certificate Registrar a letter substantially in the form of Exhibit C to the Trust Agreement, as applicable, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. 10. The Purchaser understands that the opinion of counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs 7, 8 and 9 above. 11. The Purchaser is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Certificate will not result in any withholding obligation with respect to any payments with respect to the Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is includible in gross income for federal income tax purposes regardless of source or a trust if the court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Transferor and the Owner Trustee a properly executed IRS Form W-8ECI and a new W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor and the Owner Trustee). 12. The Purchaser agrees that if at some time in the future it wishes to transfer or exchange any of the Certificates, it will not transfer or exchange any of the Certificates unless such transfer or exchange is in accordance with Section 3.04 of the Trust Agreement. The Purchaser understands that any purported transfer of the Certificates (or any interest therein) in contravention of any of the restrictions and conditions in the Trust Agreement, as applicable, shall be a void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Certificateholder, as the case may, be for any purpose. NALT 2003-A Amended and Restated Trust Agreement C-4 13. The Purchaser hereby irrevocably requests you to arrange for definitive Certificates representing the Certificates purchased by the Purchaser to be registered and delivered promptly after the Closing Date as follows:

Principal Amount Registered in Deliver Definitive of Definitive Certificate: Name of: Certificate to: - ------------------------- ------------- ------------------ _________________________ _____________ ________________________ _________________________ _____________ ________________________ _________________________ _____________ ________________________

You and the Owner Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, By: _______________________________________ Name: Title: NALT 2003-A Amended and Restated Trust Agreement C-5 ANNEX 1 TO EXHIBIT C QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Purchaser") hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein: (i) As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Purchaser. (ii) In connection with purchases by the Purchaser, the Purchaser is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because (i) the Purchaser owned and/or invested on a discretionary basis $__________(1) in securities (except for the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below. ___ Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. ___ Bank. The Purchaser (a) is a national bank or banking institution organized under the laws of any state, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. ___ Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net - --------------------------- (1) Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities. NALT 2003-A Amended and Restated Trust Agreement C-6 worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. ___ Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ___ Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, territory or the District of Columbia. ___ State or Local Plan. The Purchaser is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees (a "Plan"). ___ ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (an "ERISA Plan"). ___ Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisors Act of 1940. ___ Small Business Investment Company. The Purchaser is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. ___ Business Development Company. The Purchaser is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. ___ Trust Fund. The Purchaser is a trust fund whose trustee is a bank or trust company and whose participants are exclusively state or local Plans or ERISA Plans as defined above, and no participant of the Purchaser is an individual retirement account or an H.R. 10 (Keogh) plan. (iii) The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. NALT 2003-A Amended and Restated Trust Agreement C-7 (iv) For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser and did not include any of the securities referred to in the preceding paragraph, except (i) where the Purchaser reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at their market value. Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser's direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Exchange Act. (v) The Purchaser acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in reliance on Rule 144A. (vi) Until the date of purchase of the Certificates, the Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser's purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan is provided above, the Purchaser agrees that it will furnish to such parties updated annual financial statements promptly after they become available. ____________________________________ Name of Purchaser By: ________________________________ Name: Title: Dated: _____________________________ NALT 2003-A Amended and Restated Trust Agreement C-8 ANNEX 2 TO EXHIBIT C QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That are Registered Investment Companies] The undersigned (the "Purchaser") hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein: (i) As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Purchaser or, if the Purchaser is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because the Purchaser is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. (ii) In connection with purchases by the Purchaser, the Purchaser is a "qualified institutional buyer" as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone, or the Purchaser's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser's Family of Investment Companies, the cost of such securities was used, except (i) where the Purchaser or the Purchaser's Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. ___ The Purchaser owned $__________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ___ The Purchaser is part of a Family of Investment Companies which owned in the aggregate $__________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser's most recent fiscal year (such amount being calculated in accordance with Rule 144A). (iii) The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). NALT 2003-A Amended and Restated Trust Agreement C-9 (iv) The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. (v) The Purchaser is familiar with Rule 144A and understands that the parties listed in the Rule 144A Representation Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A. In addition, the Purchaser will only purchase for the Purchaser's own account. (vi) Until the date of purchase of the Transferor Certificate, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Purchaser's purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. ____________________________________ Name of Purchaser or Advisor By: ________________________________ Name: Title: IF AN ADVISOR: ____________________________________ Name of Purchaser Dated: _____________________________ NALT 2003-A Amended and Restated Trust Agreement C-10 EX-10.5 8 a94371exv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 - -------------------------------------------------------------------------------- NISSAN AUTO LEASE TRUST 2003-A, NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent, NISSAN AUTO LEASING LLC II, as Transferor, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee ------------------------------ TRUST ADMINISTRATION AGREEMENT Dated as of October 29, 2003 ------------------------------ - -------------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE 1.01 Capitalized Terms; Interpretive Provisions............................. 1 1.02 Duties of the Administrative Agent..................................... 1 1.03 Records................................................................ 6 1.04 Compensation........................................................... 6 1.05 Additional Information to be Furnished to the Trust.................... 6 1.06 Independence of the Administrative Agent............................... 6 1.07 No Joint Venture....................................................... 7 1.08 Other Activities of Administrative Agent............................... 7 1.09 Term of Agreement; Resignation and Removal of Administrative Agent..... 7 1.10 Action Upon Termination, Resignation or Removal........................ 8 1.11 Notices................................................................ 8 1.12 Amendments............................................................. 9 1.13 Successors and Assigns................................................. 9 1.14 Governing Law.......................................................... 9 1.15 Headings............................................................... 10 1.16 Counterparts........................................................... 10 1.17 Severability........................................................... 10 1.18 Limitation of Liability of Owner Trustee and Indenture Trustee......... 10 1.19 Third-Party Beneficiary................................................ 10

-i- TRUST ADMINISTRATION AGREEMENT This Trust Administration Agreement (this "Agreement"), dated as of October 29, 2003, is among Nissan Auto Lease Trust 2003-A, a Delaware statutory trust (the "Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as administrative agent (in such capacity, the "Administrative Agent"), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferor (the "Transferor"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as indenture trustee (the "Indenture Trustee"). RECITALS WHEREAS, the Trust was formed pursuant to a trust agreement, dated as of May 13, 2003, as amended and restated as of October 29, 2003 (the "Trust Agreement"), between the Transferor and Wilmington Trust Company, as trustee (the "Owner Trustee"); and WHEREAS, the parties desire to enter into this agreement to provide for, among other things, the Administrative Agent's provision of certain services to the Trust and the Owner Trustee. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1.01 Capitalized Terms; Interpretive Provisions. (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among the Trust, as issuer (the "Issuer"), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), NMAC, in its individual capacity, as Administrative Agent and as servicer (in such capacity, the "Servicer"), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust Company, as Owner Trustee and Delaware trustee (in such capacity, the "Delaware Trustee") and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the "Trust Agent"). (b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as "herein", "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) the term "include" and all variations thereof shall mean "include without limitation" and (iv) the term "or" shall include "and/or". Trust Administration Agreement 1 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 Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Trust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Transferor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iii) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02); (iv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (v) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (vi) the obtaining and preservation of the Trust's qualifications to do business (Section 3.04); (vii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05); (viii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual Trust Administration Agreement 2 delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (ix) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Trust has contracted to perform its duties under the Indenture (Section 3.07(b)); (x) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2003-A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (xi) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11); (xii) the delivery of prior written notice to each Rating Agency of the Issuer's consolidation or merger with or into any other Person (Section 3.15(a)); (xiii) the delivery of prior written notice to each Rating Agency of the Issuer's conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b)); (xiv) the preparation and obtaining of documents and instruments required for the release of the Trust from its obligations under the Indenture (Section 4.01); (xv) the monitoring of the Trust's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (xvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10); (xviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xix) the furnishing of certain reports with the Indenture Trustee (Section 7.03); (xx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05); Trust Administration Agreement 3 (xxi) the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06); (xxii) the preparation of Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.01 and 9.02); (xxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05); (xxiv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (xxv) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b)); (xxvi) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b)); (xxvii) the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and (xxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11). (b) The Administrative Agent shall: (i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. (c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Trust or the Owner Trust Administration Agreement 4 Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent. (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Trust's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns. (f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder. (g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. (h) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Administrative Agent's opinion, no less favorable to the Trust than would be available from unaffiliated parties. (i) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (i) amendment of or any supplement to the Indenture; Trust Administration Agreement 5 (ii) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust (other than in connection with the collection of the Leases); (iii) the amendment, change or modification of the Related Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; (v) the removal of the Indenture Trustee; and (vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate Cap Agreement and the notification of the Interest Rate Cap Counterparty of any proposed amendment or supplement to any of the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders. 1.03 Records. The Administrative Agent shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Trust and the Transferor at any time during normal business hours. 1.04 Compensation. As compensation for the performance of the Administrative Agent's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrative Agent shall be entitled to an annual payment of compensation which shall be solely an obligation of the Servicer. 1.05 Additional Information to be Furnished to the Trust. The Administrative Agent shall furnish to the Trust from time to time such additional information regarding the Collateral as the Trust shall reasonably request. 1.06 Independence of the Administrative Agent. For all purposes of this Agreement, the Administrative Agent shall be an independent contractor and shall not be subject to the supervision of the Trust or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Trust, the Administrative Agent shall have no authority to act for or represent the Trust or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Trust or the Owner Trustee. Trust Administration Agreement 6 1.07 No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrative Agent and either of the Trust or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 1.08 Other Activities of Administrative Agent. Nothing herein shall prevent the Administrative Agent or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrative Agent for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Trust, the Owner Trustee or the Indenture Trustee. 1.09 Term of Agreement; Resignation and Removal of Administrative Agent. This Agreement shall continue in force until the dissolution of the Trust, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(e), the Administrative Agent may resign its duties hereunder by providing the Trust with at least 60 days' prior written notice. (b) Subject to Section 1.09(e), the Trust may remove the Administrative Agent without cause by providing the Administrative Agent with at least 60 days' prior written notice. (c) Subject to Section 1.09(e), at the sole option of the Trust, the Administrative Agent may be removed immediately upon written notice of termination from the Trust to the Administrative Agent if any of the following events shall occur: (i) the Administrative Agent shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Trust); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Administrative Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Administrative Agent and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrative Agent of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrative Agent to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial part of its property or the making by the Administrative Agent of an assignment for the benefit of Trust Administration Agreement 7 creditors or the failure by the Administrative Agent generally to pay its debts as such debts become due or the taking of corporate action by the Administrative Agent in furtherance of any of the foregoing. The Administrative Agent agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Trust and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrative Agent pursuant to this Section shall be effective until (i) a successor Administrative Agent shall have been appointed by the Trust and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder. (e) The appointment of any successor Administrative Agent shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(e), the Administrative Agent acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrative Agent shall immediately resign and such successor Servicer shall automatically become the Administrative Agent under this Agreement; provided, however, that this paragraph shall not apply at such times as the Titling Trustee shall be the successor Servicer. 1.10 Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 1.09 or the resignation or removal of the Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the Administrative Agent shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrative Agent shall forthwith upon such termination pursuant to the first sentence of Section 1.09 deliver to the Trust all property and documents representing or relating to the Collateral then in the custody of the Administrative Agent. In the event of the resignation or removal of the Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the Administrative Agent shall cooperate with the Trust and take all reasonable steps requested to assist the Trust in making an orderly transfer of the duties of the Administrative Agent. 1.11 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Trust or the Administrative Agent, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Owner Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration]; (iii) if to the Indenture Trustee, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60601 (telecopier no. (312) 836-6701); (iv) if to Moody's, to Moody's Investors Service, 99 Church Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor's, to Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Trust Administration Agreement 8 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Surveillance Group; (v) if to Fitch, Inc., to Fitch, Inc. One State Street Plaza, New York New York 10004, (telecopier no. (212) 480-4438), Attention: Romaana Zia, or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. 1.12 Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Securityholders; provided, that such amendment will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any Noteholder or Trust Certificateholder. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and the holders of Notes evidencing at least a majority of the Outstanding Amount and the holders of Trust Certificates evidencing at least a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Securityholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 2003-A Leases or distributions that are required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes and Trust Certificates. Notwithstanding the foregoing, the Administrative Agent may not amend this Agreement without the permission of the Transferor, which permission shall not be unreasonably withheld. 1.13 Successors and Assigns. This Agreement may not be assigned by the Administrative Agent unless such assignment is previously consented to in writing by the Trust and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrative Agent is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrative Agent without the consent of the Trust or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrative Agent; provided, that such successor organization executes and delivers to the Trust, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrative Agent is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 1.14 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York). Trust Administration Agreement 9 1.15 Headings. The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 1.16 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 1.17 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 1.18 Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Company in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by U.S. Bank as Indenture Trustee and in no event shall U.S. Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Trust. 1.19 Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. Trust Administration Agreement 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. NISSAN AUTO LEASE TRUST 2003-A, as Trust By: Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee By: /s/ Anita E. Dallago ----------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer NISSAN AUTO LEASING LLC II, as Transferor By: /s/ Joji Tagawa ---------------------------------------- Name: Joji Tagawa Title: Treasurer U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: /s/ Patricia M. Child ---------------------------------------- Name: Patricia M. Child Title: Vice President NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent By: /s/ Steven R. Lambert ---------------------------------------- Name: Steven R. Lambert Title: President Trust Administration Agreement S-1 EX-10.6 9 a94371exv10w6.txt EXHIBIT 10.6 EXHIBIT 10.6 - -------------------------------------------------------------------------------- NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 2003-A, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee -------------------------- BACK-UP SECURITY AGREEMENT Dated as of October 29, 2003 -------------------------- - -------------------------------------------------------------------------------- ARTICLE I DEFINITIONS 1.01 Definitions.................................................... 2 1.02 Interpretive Provisions........................................ 2 ARTICLE II SECURITY INTEREST 2.01 Grant of Security Interest..................................... 2 2.02 Certificate of Title........................................... 3 2.03 Filing of Financing Statements................................. 3 2.04 Use of Collateral.............................................. 3 2.05 Further Description of the Collateral.......................... 3 2.06 Back-Up Rights of Indenture Trustee............................ 4 ARTICLE III MISCELLANEOUS 3.01 Amendments..................................................... 4 3.02 Governing Law.................................................. 4 3.03 Severability of Provisions..................................... 4 3.04 Counterparts................................................... 4 3.05 Successors and Assigns......................................... 4 3.06 Further Assurances............................................. 4 3.07 Limitation of Liability of Owner Trustee....................... 4 3.08 Notices........................................................ 5 i BACK-UP SECURITY AGREEMENT This Back-Up Security Agreement, dated as of October 29, 2003, is among Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), NILT Trust, a Delaware statutory trust ("NILT Trust"), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), Nissan Auto Lease Trust 2003-A, a Delaware statutory trust (the "Trust"), and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Indenture Trustee") under the Indenture, dated as of October 29, 2003 (the "Indenture"), between the Trust and the Indenture Trustee. RECITALS WHEREAS, NILT Trust, as Grantor and UTI Beneficiary, NMAC, as Servicer, Wilmington Trust Company, as Delaware Trustee, NILT, Inc., as Trustee, and U.S. Bank, as Trust Agent, have entered into an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the "Trust Assets"); WHEREAS, the parties to the Titling Trust Agreement supplemented the Titling Trust Agreement with a 2003-A SUBI Supplement, dated as of October 29, 2003 (together with the Titling Trust Agreement, the "SUBI Trust Agreement"), to establish a special unit of beneficial interest, the "2003-A SUBI" ("2003-A SUBI"); WHEREAS, in connection with the SUBI Trust Agreement a separate portfolio of leases (the "2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the "2003-A Vehicles"), and certain other related Trust Assets have been allocated to the 2003-A SUBI; WHEREAS, the Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate") to NILT Trust; WHEREAS, the Trust was formed pursuant to a trust agreement, dated as of May 13, 2003, as amended and restated as of October 29, 2003 (the "Trust Agreement"), between NALL II and Wilmington Trust Company, as Owner Trustee; WHEREAS, pursuant to the SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "SUBI Certificate Transfer Agreement"), between NILT Trust and NALL II, NILT Trust has transferred and assigned to NALL II, without recourse, all of NILT Trust's right, title and interest in the 2003-A SUBI Certificate; WHEREAS, pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "Trust SUBI Certificate Transfer Agreement"), between NALL II, as transferor (the "Transferor") and the Trust, as transferee, the Transferor has transferred and assigned to the Trust, without recourse, all of the Transferor's right, title and interest in the 2003-A SUBI Certificate; Back-Up Security Agreement WHEREAS, pursuant to the Indenture, the Trust has granted a security interest in the 2003-A SUBI Certificate to the Indenture Trustee to secure payment of the Notes; WHEREAS, the parties hereto desire to enter into this Agreement to provide that if, for any reason, the form of any of the transactions contemplated by the SUBI Trust Agreement, the 2003-A SUBI Certificate, the Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement or the Indenture (collectively, the "Transfer Documents") is deemed to constitute a loan by any or all of the Securityholders, secured by a pledge of the 2003-A SUBI Assets or any interest therein (rather than by the 2003-A SUBI Certificate), each of NMAC, the Titling Trust, NILT Trust, the Transferor and the Trust shall be deemed to have granted to the Indenture Trustee a first priority security interest in such assets to secure the Notes. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among the Trust, as issuer (the "Issuer"), NILT Trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), the Titling Trust, NMAC, in its individual capacity, as servicer and as administrative agent (in such capacity, the "Servicer" and the "Administrative Agent," respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Trustee"), Wilmington Trust Company, a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the "Owner Trustee" and the "Delaware Trustee," respectively) and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the "Trust Agent"). 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as "herein", "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iii) references to an Article or Section such as "Article One" or "Section 1.01" shall refer to the applicable Article or Section of this Agreement, (iv) the term "include" and all variations thereof shall mean "include without limitation", (v) the term "or" shall include "and/or" and (vi) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Back-Up Security Agreement 2 ARTICLE II SECURITY INTEREST 2.01 Grant of Security Interest. (a) Each of NMAC, the Titling Trust, NILT Trust, the Transferor and the Trust hereby grants to the Indenture Trustee a security interest in all of its present and future right, title and interest in, to and under (but not, except to the extent required by law, any obligations with respect to) the following collateral (the "Collateral"): (i) a 100% beneficial interest in (A) all rights under the 2003-A Leases; (B) to the extent permitted by applicable law, the 2003-A Vehicles; (C) all other 2003-A SUBI Assets, including the 2003-A SUBI Collection Account, and (D) all proceeds of the items described in (i) (A), (B) and (C), including insurance payable by reason of loss or damage to the 2003-A Vehicles to the extent not applied to making repairs to the related 2003-A Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices; (ii) the Reserve Account; (iii) all rights and benefits under the Interest Rate Cap Agreement; and (iv) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property or other property consisting of, arising from or related to the foregoing. Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, (ii) the payment of all other sums payable under the Indenture and (iii) compliance with the provisions of the Indenture. (b) The Indenture Trustee acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties' rights in and to the Collateral and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. The Indenture Trustee also acknowledges that it shall have no claim to any proceeds or assets of the Titling Trust or to any of the Trust Assets other than the 2003-A SUBI Assets and any present or future proceeds thereof. 2.02 Certificate of Title. None of the parties hereto, including the Titling Trust, shall have any obligation or otherwise be required to make notation on, or cause to be taken any other action with respect to, any Certificate of Title for any 2003-A Vehicle to reflect the back-up Lien created hereby. 2.03 Filing of Financing Statements. Each of NMAC, the Titling Trust, NILT Trust, the Transferor and the Trust will from time to time execute, deliver and file all financing statements and continuation statements reasonably required or necessary to maintain, perfect or continue the perfection of the backup Lien created hereby with respect to the 2003-A Leases and the proceeds thereof and any other Collateral, the perfection of a security interest in which may be accomplished and continued by the same filings. 2.04 Use of Collateral. Each of the parties granting a security interest hereunder may continue to use and deal with its interest in the Collateral in any lawful manner and may sell items of Collateral in the ordinary course of its business, subject only to the requirements of the Transfer Documents and the Servicing Agreement, as appropriate. 2.05 Further Description of the Collateral. A description of the 2003-A Leases and the 2003-A Vehicles appears on the Schedule of 2003-A Leases and 2003-A Vehicles. Back-Up Security Agreement 3 2.06 Back-Up Rights of Indenture Trustee. If a Back-Up Event shall have occurred and be continuing, the Indenture Trustee may exercise the rights and remedies with respect to the Collateral of a secured party under the UCC to the extent permitted by applicable law. Notwithstanding any other provision hereof, the Indenture Trustee shall have recourse only against the Collateral and not against any Pledgor hereunder (excluding responsibilities of NMAC solely as Servicer). ARTICLE III MISCELLANEOUS 3.01 Amendments. This Agreement may be amended by written agreement among the parties hereto; provided, however, that it may only be amended under the same circumstances the Trust Agreement could be amended pursuant to Section 12.01 thereof and the Indenture could be amended pursuant to Article Nine thereof. 3.02 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York). 3.03 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement. 3.04 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. 3.05 Successors and Assigns. All covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. 3.06 Further Assurances. Each party will perform such acts and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. 3.07 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust Back-Up Security Agreement 4 hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement. 3.08 Notices. All notices, requests and demands under this Agreement shall be given in accordance with Section 11.04 of the Indenture. The address for such purpose of the Titling Trust shall be c/o NILT, Inc., as Trustee, Wrigley Building, 400 N. Michigan Ave., 2nd Floor, Chicago IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A. Back-Up Security Agreement 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereto duly authorized, as of the day and year first above written. NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Steven R. Lambert ---------------------------------- Name: Steven R. Lambert Title: President NISSAN-INFINITI LT By: NILT, INC., as Titling Trustee By: /s/ Patricia M. Child ------------------------------ Name: Patricia M. Child Title: President NILT TRUST By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: /s/ Patricia M. Child ------------------------------ Name: Patricia M. Child Title: Vice President NISSAN AUTO LEASING LLC II By: /s/ Joji Tagawa ---------------------------------- Name: Joji Tagawa Title: Treasurer Back-Up Security Agreement S-1 NISSAN AUTO LEASE TRUST 2003-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: /s/ Anita E. Dallago ------------------------------------ Name: Anita E. Dallago Title: Senior Financial Services Officer U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By: /s/ Patricia M. Child ---------------------------------------- Name: Patricia M. Child Title: Vice President Back-Up Security Agreement S-2 EX-10.7 10 a94371exv10w7.txt EXHIBIT 10.7 EXHIBIT 10.7 - -------------------------------------------------------------------------------- NISSAN AUTO LEASE TRUST 2003-A, U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and as Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary ---------------------------- CONTROL AGREEMENT Dated as of October 29, 2003 ---------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS

PAGE ARTICLE ONE DEFINITIONS 1.01. General Definitions.............................................................. 1 1.02. Incorporation of UCC by Reference................................................ 2 ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS 2.01. Establishment of Reserve Account................................................. 2 2.02. "Financial Assets" Election...................................................... 2 2.03. Entitlement Orders............................................................... 2 2.04. Subordination of Lien; Waiver of Set-Off......................................... 2 2.05. Notice of Adverse Claims......................................................... 3 ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY 3.01. Representations, Warranties and Covenants of the Securities Intermediary......... 3 ARTICLE FOUR MISCELLANEOUS 4.01. Choice of Law.................................................................... 4 4.02. Conflict with Other Agreements................................................... 4 4.03. Amendments....................................................................... 4 4.04. Successors....................................................................... 4 4.05. Notices.......................................................................... 4 4.06. Termination...................................................................... 4 4.07. Counterparts..................................................................... 5

i CONTROL AGREEMENT This Control Agreement (this "Agreement"), dated as of October 29, 2003, is among Nissan Auto Lease Trust 2003-A, a statutory trust formed pursuant to the laws of the State of Delaware (the "Trust"), U.S. Bank National Association ("U.S. Bank"), in its capacity as indenture trustee (the "Indenture Trustee") on behalf of the holders of the Notes (the "Secured Party") under the Indenture, dated as of October 29, 2003 (the "Indenture") by and between the Trust and the Indenture Trustee, and U.S. Bank, in its capacity as securities intermediary (the "Securities Intermediary"). RECITALS WHEREAS, pursuant to the Indenture, the Trust has granted to the Secured Party a security interest in investment property consisting of the Reserve Account, related Security Entitlements and the financial assets and other investment property from time to time included therein to secure payment of the Notes; WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to the Reserve Account shall be transferred back to the Trust; and WHEREAS, the parties hereto desire that the security interest of the Secured Party be a first priority security interest perfected by "control" pursuant to Articles Eight and Nine of the UCC. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS 1.01. General Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among the Trust, as issuer (the "Issuer"), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), in its individual capacity, as servicer and as administrative agent (in such capacity, the "Servicer" and the "Administrative Agent," respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust Company, a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the "Owner Trustee" and the "Delaware Trustee," respectively) and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the "Trust Agent"). Control Agreement 1.02. Incorporation of UCC by Reference. Except as otherwise specified herein or as the context may otherwise require, all terms used in this Agreement not otherwise defined herein which are defined in the UCC shall have the meanings assigned to them in the UCC. ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS 2.01. Establishment of Reserve Account. The Securities Intermediary hereby confirms that (i) the Trust has established the Reserve Account at the Securities Intermediary, (ii) the Reserve Account is an account to which financial assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Secured Party as entitled to exercise the rights that comprise any financial asset credited to the Reserve Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Secured Party for deposit to the Reserve Account will promptly be credited to the Reserve Account and (v) all securities or other property underlying any financial assets credited to the Reserve Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Reserve Account be registered in the name of the Trust, payable to the order of the Trust or specially endorsed to the Trust except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank. 2.02. "Financial Assets" Election. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Reserve Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC. 2.03. Entitlement Orders. If at any time the Securities Intermediary shall receive any Entitlement Order from the Secured Party with respect to the Reserve Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Trust, the Initial Secured Party or any other Person. If at any time the Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released, the Securities Intermediary shall thereafter comply with Entitlement Orders with respect to the Reserve Account from the Initial Secured Party without further consent by the Trust or any other Person. 2.04. Subordination of Lien; Waiver of Set-Off. If the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Reserve Account or any Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Secured Party. The financial assets and other items deposited to the Reserve Account will not be subject to deduction, set-off, banker's lien or any other right in favor of any Person or entity other than the Secured Party (except that the Securities Intermediary may set off against amounts on deposit in the Reserve Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Reserve Account, and (ii) the face amount of any Control Agreement 2 checks that have been credited to the Reserve Account but are subsequently returned unpaid because of uncollected or insufficient funds). 2.05. Notice of Adverse Claims. Except for the claims and interests of the Secured Party and the Trust in the Reserve Account, the Securities Intermediary does not know of any claim to, or interest in, the Reserve Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Reserve Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Secured Party and the Trust thereof. ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY 3.01. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Secured Party and the Trust, and covenants that: (a) The Reserve Account has been established as set forth in Section 2.01 and the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of the Reserve Account without the prior written consent of the Secured Party. (b) No financial asset carried in the Reserve Account is or will be registered in the name of the Trust, payable to the order of the Trust, or specially endorsed to the Trust, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank. (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary. (d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account. (e) The Securities Intermediary has not entered into any other agreement with the Trust or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 2.03. Control Agreement 3 ARTICLE FOUR MISCELLANEOUS 4.01. Choice of Law. This Agreement and the Reserve Account shall be governed by the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York). Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary's location and the Reserve Account (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. 4.02. Conflict with Other Agreements. There are no other agreements entered into between the Securities Intermediary in such capacity and the Trust with respect to the Reserve Account. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. 4.03. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto. 4.04. Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors. 4.05. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to, in the case of (i) the Trust c/o Wilmington Trust Company, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration, with a copy to Nissan Motor Acceptance Corporation, as Administrative Agent, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer, (ii) the Secured Party, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A, and (iii) the Securities Intermediary, at U.S. Bank National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago IL 60611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A, or as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties. 4.06. Termination. The rights and powers granted herein to the Secured Party have been granted in order to perfect its security interest in the Reserve Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Trust nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect with respect to the Reserve Account until the Secured Party shall have notified the Securities Intermediary in writing that its security interests under the Indenture has been terminated. Control Agreement 4 4.07. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Control Agreement 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. NISSAN AUTO LEASE TRUST 2003-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: /s/ Anita E. Dallago -------------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Secured Party By: /s/ Patricia M. Child ------------------------------------ Name: Patricia M. Child Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary By: /s/ Patricia M. Child ------------------------------------- Name: Patricia M. Child Title: Vice President Control Agreement S-1 EX-10.8 11 a94371exv10w8.txt EXHIBIT 10.8 EXHIBIT 10.8 - -------------------------------------------------------------------------------- NILT TRUST, as Transferor, and NISSAN AUTO LEASING LLC II, as Transferee -------------------------------------- SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of October 29, 2003 -------------------------------------- - -------------------------------------------------------------------------------- SUBI CERTIFICATE TRANSFER AGREEMENT This SUBI Certificate Transfer Agreement, dated as of October 29, 2003, is between NILT Trust, a Delaware statutory trust ("NILT Trust"), as transferor (the "Transferor"), and Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferee (the "Transferee"). RECITALS A. Nissan-Infiniti LT (the "Titling Trust") is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), by and among the NILT Trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary," respectively), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as Servicer (the "Servicer"), Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), as Delaware trustee ("Delware Trustee"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (the "Trust Agent"); B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the "Trust Assets"); C. NILT Trust, the Servicer, the Trustee, the Delaware Trustee and the Trust Agent are entering into the 2003-A SUBI Supplement, dated as of October 29, 2003 (the "2003-A SUBI Supplement", and together with the Titling Trust Agreement, the "SUBI Trust Agreement"), to (i) establish a special unit of beneficial interest, the "2003-A SUBI" and (ii) identify and allocate certain Trust Assets to the 2003-A SUBI; D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the "2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the "2003-A Vehicles"), and certain other related Trust Assets have been allocated to the 2003-A SUBI; E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate") to the Transferor; F. The Transferor and the Transferee desire to provide for the sale, transfer, and assignment by the Transferor to the Transferee, without recourse, of all of the Transferor's right, title, and interest in the 2003-A SUBI Certificate; and G. Immediately after the transfer and assignment of the 2003-A SUBI Certificate to the Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in the 2003-A SUBI Certificate to the Nissan Auto Lease Trust 2003-A in connection with a securitization. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: SUBI Certificate Transfer Agreement 2 ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust 2003-A, as issuer (the "Issuer"), NILT Trust, as Grantor and Initial Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), NALL II, the Trustee, Wilmington Trust, as Delaware Trustee and owner trustee (in such capacity, the "Owner Trustee") and U.S. Bank, as Trust Agent and indenture trustee (in such capacity, the "Indenture Trustee"). Section 1.02. Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as "herein", "hereof", and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section within this Agreement, (iii) the term "include" and all variations thereof shall mean "include without limitation", (iv) the term "or" shall include "and/or", (v) the term "proceeds" shall have the meaning ascribed thereto in the UCC, and (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been or are hereafter executed and delivered in accordance with the terms thereof, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Any reference in this 2003-A SUBI Certificate Transfer Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Any reference in this 2003-A SUBI Certificate Transfer Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 2003-A SUBI Certificate Transfer Agreement to a Person shall include the successor or assignee of such Person. ARTICLE TWO TRANSFER OF 2003-A SUBI CERTIFICATE Section 2.01. Transfer of 2003-A SUBI Certificate. In consideration of the Transferee's delivery to, or upon the order of, the Transferor of $1,437,059,516.90 (the "Transfer Price") in cash by federal wire transfer (same day) funds, of which an amount equal to approximately 15.89% of the Transfer Price will represent the proceeds of a capital contribution from NMAC to the Transferee, the Transferor hereby SUBI Certificate Transfer Agreement 3 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"): (i) the 2003-A SUBI Certificate and the interest in the 2003-A SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof; (ii) all of the Transferor's rights and benefits as holder of the 2003-A SUBI Certificate under the Servicing Agreement and the SUBI Trust Agreement; (iii) the right to realize upon any property that underlies or may be deemed to secure the interest in the 2003-A SUBI represented by the 2003-A SUBI Certificate, as granted in the 2003-A SUBI Supplement and in the 2003-A SUBI Certificate; (iv) all general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, securities accounts, investment property, financial assets, goods, letters of credit, letters of credit rights, advices of credit and uncertificated securities, and other property consisting of, arising from, or relating or credited to the foregoing; and (v) all cash and non-cash proceeds of all of the foregoing. Section 2.02. True Sale. The parties hereto intend that the sale, transfer, and assignment of the Assets constitutes a true sale and assignment of the Assets such that any interest in and title to the Assets would not be property of the Transferor's estate in the event that the Transferor becomes a debtor in a case under any bankruptcy law. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing, it is intended by the Transferor and the Transferee that the interest conveyed constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by the Transferor to the Transferee to secure the Transfer Price to the Transferor, which security interest shall be perfected and of a first priority. The Transferor hereby grants to the Transferee a security interest in all of its right, title, and privilege and interest in and to the Assets and the parties hereto agree that this Agreement constitutes a "security agreement" under all applicable laws. Section 2.03. Representations and Warranties of the Transferor and the Transferee. (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that: (i) Organization and Good Standing. The Transferor is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Assets. SUBI Certificate Transfer Agreement 4 (ii) Due Qualification. The Transferor is duly qualified to do business as a foreign business trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Transferor. (iii) Power and Authority. The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Transferor by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The execution, delivery, and performance by the Transferor of this Agreement, the consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof do not (A) conflict with, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the Transferor's trust agreement, or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under any indenture, agreement or other instrument to which the Transferor is a party or by which it may be bound or any of its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferor, any order, rule, or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. (vi) No Proceedings. There are no proceedings in which the Transferor has been served or, to the knowledge of the Transferor, proceedings or investigations that are pending or threatened in each case against the Transferor, before any court, regulatory body, administrative agency or other tribunal, or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferor, could reasonably be expected to materially and adversely affect the performance by the Transferor of its obligations under this Agreement. SUBI Certificate Transfer Agreement 5 (vii) Title to 2003-A SUBI Certificate. Immediately prior to the transfer of the 2003-A SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the 2003-A SUBI Certificate and it has the legal right to transfer the 2003-A SUBI Certificate, (B) has good and valid title to the 2003-A SUBI Certificate and the 2003-A SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good, valid, and indefeasible title to the 2003-A SUBI Certificate to the Transferee under this Agreement. (b) The Transferee hereby represents and warrants to the Transferor as of the date of this Agreement and the Closing Date that: (i) Organization and Good Standing. The Transferee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority, and legal right to acquire, own and sell the Assets. (ii) Due Qualification. The Transferee is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a Material Adverse Effect on the condition, financial or otherwise, of the Transferee or would not have a Material Adverse Effect on the ability of the Transferee to perform its obligations under this Agreement. (iii) Power and Authority. The Transferee has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Transferee by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The execution, delivery, and performance of this Agreement by the Transferee and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferee; or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, or other instrument to which the Transferee is a party or by which it may be bound or any of SUBI Certificate Transfer Agreement 6 its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferee, any order, rule, or regulation applicable to it or its properties; or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferee or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. (vi) No Proceedings. There are no proceedings in which the Transferee has been served or, to the knowledge of the Transferee, proceedings or investigations that are pending or threatened, in each case against the Transferee, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferee, would materially and adversely affect the performance by the Transferee of its obligations under this Agreement. (c) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Transferor to the Transferee and the sale of the Assets by the Transferee to the Trust. Upon discovery by the Transferor, the Transferee, or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others. Section 2.04. Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Transferor agrees that prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 2003-A SUBI Certificate and will file, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets, and the proceeds thereof to the Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Transferor thereof. (b) The Transferor further agrees that it will treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee's ownership of the Assets and on or prior to the Closing Date indicate on its books, records, and statements that the Assets have been sold to the Transferee. Section 2.05. Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2003-A SUBI Certificate and the interest in the 2003-A SUBI represented thereby, whether set forth in the 2003-A SUBI Certificate, in SUBI Certificate Transfer Agreement 7 the SUBI Trust Agreement, or otherwise, and assumes all obligations and liabilities, if any, associated therewith. Section 2.06. Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement and Section 12.02(b) of the 2003-A SUBI Supplement, the Transferee hereby covenants and agrees for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI Certificate that the Transferee shall release all claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. ARTICLE THREE MISCELLANEOUS Section 3.01. Amendment. This Agreement may be amended from time to time in a writing signed by the parties hereto. Section 3.02. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law). Section 3.03. Severability. If one or more of the covenants, agreements, or provisions of this Agreement shall be, for any reason whatever, held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements, and provisions of this Agreement, and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining covenants, agreements, and provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect. Section 3.04. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. The Transferor acknowledges and agrees that (a) (i) the Transferee may, pursuant to the Trust SUBI Certificate Transfer Agreement, transfer and assign the 2003-A SUBI and the 2003-A SUBI Assets represented thereby and assign its rights under this Agreement to Nissan Auto Lease Trust 2003-A and (ii) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit Nissan Auto Lease Trust 2003-A; and (b) (i) Nissan Auto Lease Trust 2003-A may, pursuant to the Indenture, pledge and grant a security interest in the 2003-A SUBI and the 2003-A SUBI Assets represented thereby and assign its rights under this Agreement to the Indenture Trustee and (ii) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Transferor hereby consents to all such transfers, assigns, pledges and grants. Section 3.05. Headings. The Article and Section headings are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SUBI Certificate Transfer Agreement 8 Section 3.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 3.07. Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested, in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each Holder of the 2003-A SUBI Certificate and each Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder. Section 3.09. No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against any other party hereto, any Grantor, the Owner Trustee, the Trustee, any Special Purpose Affiliate, any member of a Special Purpose Affiliate that is a limited liability company, or the trustee of the Grantor, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this Agreement, the resignation or removal or the Trustee and the complete or partial resignation or removal of the Servicer. Section 3.10. No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank, not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings, and agreements herein made on the part of the Transferor, as it relates to NILT Trust, is made and intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only NILT Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall U.S. Bank be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents. SUBI Certificate Transfer Agreement 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NILT TRUST, as Transferor By: U.S. BANK NATIONAL ASSOCIATION, as Managing Trustee By: /s/ Patricia M. Child --------------------------- Name: Patricia M. Child Title: Vice President NISSAN AUTO LEASING LLC II, as Transferee By: /s/ Joji Tagawa ------------------------------- Name: Joji Tagawa Title: Treasurer SUBI Certificate Transfer Agreement S-1 EX-10.9 12 a94371exv10w9.txt EXHIBIT 10.9 EXHIBIT 10.9 - -------------------------------------------------------------------------------- NISSAN AUTO LEASING LLC II, as Transferor, and NISSAN AUTO LEASE TRUST 2003-A, as Transferee --------------------------- TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of October 29, 2003 --------------------------- - -------------------------------------------------------------------------------- ARTICLE ONE DEFINITIONS................................................................... 2 Section 1.01. Definitions.............................................................. 2 Section 1.02. Interpretive Provisions.................................................. 2 ARTICLE TWO TRANSFER OF 2003-A SUBI CERTIFICATE........................................... 3 Section 2.01. Transfer of 2003-A SUBI Certificate...................................... 3 Section 2.02. True Sale................................................................ 3 Section 2.03. Representations and Warranties of the Transferor and the Transferee...... 3 Section 2.04. Financing Statement and Books and Records................................ 6 Section 2.05. Acceptance by the Transferee............................................. 7 Section 2.06. Release of Claims........................................................ 7 ARTICLE THREE MISCELLANEOUS................................................................. 7 Section 3.01. Amendment................................................................ 7 Section 3.02. Governing Law............................................................ 7 Section 3.03. Severability............................................................. 7 Section 3.04. Binding Effect........................................................... 7 Section 3.05. Headings................................................................. 8 Section 3.06. Counterparts............................................................. 8 Section 3.07. Further Assurances....................................................... 8 Section 3.08. Third-Party Beneficiaries................................................ 8 Section 3.09. No Petition.............................................................. 8 Section 3.10. Limitation of Liability of Owner Trustee................................. 8 TRUST SUBI CERTIFICATE TRANSFER AGREEMENT This Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003, is between Nissan Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), as transferor (the "Transferor"), and Nissan Auto Lease Trust 2003-A, a Delaware statutory trust (the "Trust"), as transferee (in such capacity, the "Transferee"). RECITALS A. Nissan-Infiniti LT (the "Titling Trust") is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among NILT Trust, a Delaware statutory trust ("NILT Trust"), as grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary", respectively), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer (the "Servicer"), Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), as Delaware trustee (the "Delaware Trustee"), NILT, Inc., a Delaware corporation, as trustee (the "Trustee"), and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trust agent (the "Trust Agent"); B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the "Trust Assets"); C. The Grantor, UTI Beneficiary, the Transferor, the Servicer, the Trustee, the Delaware Trustee and the Trust Agent are entering into the 2003-A SUBI Supplement, dated as of October 29, 2003 (the "2003-A SUBI Supplement", and together with the Titling Trust Agreement, the "SUBI Trust Agreement), to (i) establish a special unit of beneficial interest (the "2003-A SUBI") and (ii) identify and allocate certain Trust Assets to the 2003-A SUBI; D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the "2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the "2003-A Vehicles"), and certain other related Trust Assets have been allocated to the 2003-A SUBI; E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate") to NILT Trust; F. NILT Trust has transferred and assigned, without recourse, all of its right, title, and interest in and to the 2003-A SUBI Certificate to the Transferor pursuant to the SUBI Certificate Transfer Agreement, dated as of October 29, 2003 (the "SUBI Certificate Transfer Agreement"), between NILT Trust and the Transferor; G. The Trust was formed pursuant to a trust agreement, dated as of May 13, 2003, as amended and restated as of October 29, 2003 (the "Trust Agreement"), between the Transferor and Wilmington Trust, as owner trustee (the "Owner Trustee"); H. The Transferor and the Transferee desire to provide for the transfer and assignment by the Transferor to the Transferee, without recourse, of all of the Transferor's right, title, and interest in and to the 2003-A SUBI Certificate; and Trust SUBI Certificate Transfer Agreement I. Immediately after the transfer and assignments of the 2003-A SUBI Certificate to the Trust, the Trust shall pledge the 2003-A SUBI Certificate to U.S. Bank, as indenture trustee (the "Indenture Trustee") pursuant to an indenture, dated as of October 29, 2003 (the "Indenture"), between the Trust and the Indenture Trustee. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of October 29, 2003, by and among the Trust, as issuer (the "Issuer"), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the "Administrative Agent"), NALL II, the Trustee, Wilmington Trust, as Delaware Trustee and Owner Trustee, and U.S. Bank, as Trust Agent and Indenture Trustee. Section 1.02. Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as "herein", "hereof", and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section within this Agreement, (iii) the term "include" and all variations thereof shall mean "include without limitation", (iv) the term "or" shall include "and/or", (v) the term "proceeds" shall have the meaning ascribed thereto in the UCC, and (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been or are hereafter executed and delivered in accordance with the terms thereof, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Any reference in this 2003-A Trust SUBI Certificate Transfer Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and the Titling Trust. Any reference in this 2003-A Trust SUBI Certificate Transfer Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 2003-A Trust SUBI Certificate Transfer Agreement to a Person shall include the successor or assignee of such Person. Trust SUBI Certificate Transfer Agreement 2 ARTICLE TWO TRANSFER OF 2003-A SUBI CERTIFICATE Section 2.01. Transfer of 2003-A SUBI Certificate. In consideration of the Transferee's delivery to, or upon the order of, the Transferor of the Notes and the Certificate, the Transferor hereby absolutely sells, transfers, assigns, and otherwise conveys to the Transferee, without recourse, and the Transferee does hereby purchase and acquire all of the Transferor's right, title, and interest in and to the following (collectively, the "Assets"): (i) the 2003-A SUBI Certificate and the interest in the 2003-A SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof; (ii) all of the Transferor's rights and benefits as holder of the 2003-A SUBI Certificate under the Servicing Agreement and the SUBI Trust Agreement; (iii) the right to realize upon any property that underlies or may be deemed to secure the interest in the 2003-A SUBI represented by the 2003-A SUBI Certificate, as granted in the 2003-A SUBI Supplement and in the 2003-A SUBI Certificate; (iv) all general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, securities accounts, investment property, financial assets, goods, letters of credit, letters of credit rights, advices of credit and uncertificated securities, and other property consisting of, arising from, or relating or credited to the foregoing; (v) all rights of the Transferor under the SUBI Certificate Transfer Agreement; and (vi) all cash and non-cash proceeds of all of the foregoing. Section 2.02. True Sale. The parties hereto intend that the sale, transfer, and assignment of the Assets constitutes a true sale and assignment of the Assets such that any interest in and title to the Assets would not be property of the Transferor's estate in the event that the Transferor becomes a debtor in a case under any bankruptcy law. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing, it is intended by the Transferor and the Transferee that the interest conveyed constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by the Transferor to the Transferee to secure the Transfer Price to the Transferor, which security interest shall be perfected and of a first priority. The Transferor hereby grants to the Transferee a security interest in all of its right, title, and privilege and interest in and to the Assets and the parties hereto agree that this Agreement constitutes a "security agreement" under all applicable laws. Section 2.03. Representations and Warranties of the Transferor and the Transferee. (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that: Trust SUBI Certificate Transfer Agreement 3 (i) Organization and Good Standing. The Transferor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority, and the legal right to acquire, own, and sell the Assets. (ii) Due Qualification. The Transferor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the condition, financial or otherwise, of the Transferor or would not have a Material Adverse Effect on the ability of the Transferor to perform its obligations under this Agreement. (iii) Power and Authority. The Transferor has the power and the authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Transferor by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The execution, delivery, and performance by the Transferor of this Agreement, the consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof shall not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Transferor, or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Transferor is a party or by which it may be bound or any of its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferor, any order, rule or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. Trust SUBI Certificate Transfer Agreement 4 (vi) No Proceedings. There are no proceedings in which the Transferor has been served or investigations pending or, to the knowledge of the Transferor, proceedings or investigations that are pending or threatened, in each case against the Transferor, before any court, regulatory body, administrative agency or other tribunal, or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement. (vii) Title to 2003-A SUBI Certificate. Immediately prior to the transfer of the 2003-A SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the 2003-A SUBI Certificate and has the legal right to transfer the 2003-A SUBI Certificate, (B) has good and valid title to the 2003-A SUBI Certificate and the 2003-A SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good, valid, and indefeasible title to the 2003-A SUBI Certificate to the Transferee under this Agreement. (b) The Transferee hereby represents and warrants to the Transferor as of the date of this Agreement and the Closing Date that: (i) Organization and Good Standing. The Transferee is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority and the legal right to acquire, own and sell the Assets. (ii) Due Qualification. The Transferee is duly qualified to do business as a foreign trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on Transferee. (iii) Power and Authority. The Transferee has the power and the authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Transferee by all necessary action. (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. Trust SUBI Certificate Transfer Agreement 5 (v) No Violation. The execution, delivery, and performance of this Agreement by the Transferee and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Trust Agreement of the Transferee, or (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Transferee is a party or by which it may be bound or any of its properties are subject; or (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement or other instrument (other than as permitted by the Basic Documents); or (D) violate any law or, to the knowledge of the Transferee, any order, rule or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferee or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect. (vi) No Proceedings. There are no proceedings in which the Transferee has been served or, to the knowledge of the Transferee, proceedings or investigations that are pending or threatened, in each case against the Transferee, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferee, could be expected to materially and adversely affect the performance by the Transferee of its obligations under this Agreement. (c) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Transferor to the Transferee and the sale of the Assets by the Transferee to the Trust. Upon discovery by the Transferor, the Transferee, or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others. Section 2.04. Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Transferor agrees that prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 2003-A SUBI Certificate and will file, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets, and the proceeds thereof to the Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Transferor thereof. Trust SUBI Certificate Transfer Agreement 6 (b) The Transferor further agrees that it will treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee's ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee. Section 2.05. Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2003-A SUBI Certificate and the interest in the 2003-A SUBI represented thereby, whether set forth in the 2003-A SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith. Section 2.06. Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement and Section 12.02(b) of the 2003-A SUBI Supplement, the Transferee hereby covenants and agrees for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI Certificate that the Transferee shall release all claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be. ARTICLE THREE MISCELLANEOUS Section 3.01. Amendment. This Agreement may be amended from time to time in a writing signed by the parties hereto. Section 3.02. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law). Section 3.03. Severability. If one or more of the covenants, agreements, or provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements, and provisions of this Agreement, and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining covenants, agreements and provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect. Section 3.04. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. The Transferor acknowledges and agrees that (a) the Transferee may, pursuant to the Indenture, pledge and grant a security interest in the 2003-A SUBI and the 2003-A SUBI Assets represented thereby and assign is rights under this Agreement to the Indenture Trustee (for the benefit of the holders of the Notes) and (b) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended Trust SUBI Certificate Transfer Agreement 7 to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Transferor hereby consents to all such pledges and grants. Section 3.05. Headings. The Article and Section headings are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 3.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 3.07. Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested, in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each Holder of the 2003-A SUBI Certificate and each Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder. Section 3.09. No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against any other party hereto, any Grantor, the Owner Trustee, the Trustee, any Special Purpose Affiliate, any member of a Special Purpose Affiliate that is a limited liability company or the trustee of the Grantor that is a partnership, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceedings under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this Agreement, the resignation or removal of the Trustee and the complete or partial resignation or removal of the Servicer. Section 3.10. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements, or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven, and Ten of the Trust Agreement. Trust SUBI Certificate Transfer Agreement 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Transferor By: /s/ Joji Tagawa ----------------------------- Name: Joji Tagawa Title: Treasurer NISSAN AUTO LEASE TRUST 2003-A, as Transferee By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee By: /s/ Anita E. Dallago -------------------------- Name: Anita E. Dallago Title: Senior Financial Services Officer Trust SUBI Certificate Transfer Agreement S-1 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     Exhibit 4.1



- --------------------------------------------------------------------------------


                         NISSAN AUTO LEASE TRUST 2003-A

                                  $240,300,000
                     1.16563% Asset Backed Notes, Class A-1

                                  $277,000,000
                     1.69000% Asset Backed Notes, Class A-2

                                  $379,950,000
                  Floating Rate Asset Backed Notes, Class A-3a

                                  $342,450,000
                     2.57000% Asset Backed Notes, Class A-3b




                         NISSAN AUTO LEASE TRUST 2003-A

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Indenture Trustee,


                              ---------------------

                                    INDENTURE

                          Dated as of October 29, 2003

                              ---------------------


- --------------------------------------------------------------------------------

                                TABLE OF CONTENTS



                                                                                                                                PAGE
                                                                                                                             
ARTICLE One                      DEFINITIONS.................................................................................     1
               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...................................................................................     3
               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..................................................     5
               SECTION 2.06      Persons Deemed Owners.......................................................................     6
               SECTION 2.07      Cancellation................................................................................     6
               SECTION 2.08      Release of Collateral.......................................................................     7
               SECTION 2.09      Book-Entry Notes............................................................................     7
               SECTION 2.10      Notices to Clearing Agency..................................................................     7
               SECTION 2.11      Definitive Notes............................................................................     8
               SECTION 2.12      Authenticating Agents.......................................................................     8
               SECTION 2.13      The Interest Rate Cap Agreement.............................................................     9
               SECTION 2.14      Tax Treatment...............................................................................    10
ARTICLE Three                    COVENANTS...................................................................................    10
               SECTION 3.01      Payments to Noteholders, Trust Certificateholders and Transferor............................    10
               SECTION 3.02      Maintenance of Office or Agency.............................................................    10
               SECTION 3.03      Money for Payments to be Held in Trust......................................................    10
               SECTION 3.04      Existence...................................................................................    12
               SECTION 3.05      Protection of Trust Estate..................................................................    12
               SECTION 3.06      Opinions as to Trust Estate.................................................................    13
               SECTION 3.07      Performance of Obligations; Servicing of the 2003-A SUBI Assets.............................    13
               SECTION 3.08      Negative Covenants..........................................................................    14
               SECTION 3.09      Trust Certificates and Reports..............................................................    15
               SECTION 3.10      Restrictions on Certain Other Activities....................................................    16
               SECTION 3.11      Notice of Defaults..........................................................................    16
               SECTION 3.12      Further Instruments and Acts................................................................    16
               SECTION 3.13      Delivery of the 2003-A SUBI Certificate.....................................................    16
               SECTION 3.14      Compliance with Laws........................................................................    17
               SECTION 3.15      Issuer May Consolidate, etc., Only on Certain Terms.........................................    17
               SECTION 3.16      Successor or Transferee.....................................................................    19
               SECTION 3.17      Removal of the Administrative Agent.........................................................    19
ARTICLE Four                     SATISFACTION AND DISCHARGE..................................................................    19
               SECTION 4.01      Satisfaction and Discharge of Indenture.....................................................    19
               SECTION 4.02      Application of Trust Money..................................................................    20
               SECTION 4.03      Repayment of Monies Held by Paying Agent....................................................    20
ARTICLE Five                     INDENTURE DEFAULT...........................................................................    21
               SECTION 5.01      Indenture Defaults..........................................................................    21



                                      -i-

                                TABLE OF CONTENTS

                                   (CONTINUED)



                                                                                                                                PAGE
                                                                                                                             
               SECTION 5.02      Acceleration of Maturity; Waiver of Indenture Default.......................................    22
               SECTION 5.03      Collection of Indebtedness and Suits for Enforcement by Indenture Trustee...................    23
               SECTION 5.04      Remedies; Priorities........................................................................    25
               SECTION 5.05      Optional Preservation of the Trust Estate...................................................    26
               SECTION 5.06      Limitation of Suits.........................................................................    27
               SECTION 5.07      Unconditional Rights of Noteholders to Receive Principal and Interest.......................    27
               SECTION 5.08      Restoration of Rights and Remedies..........................................................    28
               SECTION 5.09      Rights and Remedies Cumulative..............................................................    28
               SECTION 5.10      Delay or Omission Not a Waiver..............................................................    28
               SECTION 5.11      Control by Noteholders......................................................................    28
               SECTION 5.12      [Reserved]..................................................................................    29
               SECTION 5.13      Undertaking for Costs.......................................................................    29
               SECTION 5.14      Waiver of Stay or Extension Laws............................................................    29
               SECTION 5.15      Action on Notes.............................................................................    29
               SECTION 5.16      Performance and Enforcement of Certain Obligations..........................................    29
               SECTION 5.17      Sale of Trust Estate........................................................................    30
ARTICLE Six                      THE INDENTURE TRUSTEE.......................................................................    31
               SECTION 6.01      Duties of Indenture Trustee.................................................................    31
               SECTION 6.02      Rights of Indenture Trustee.................................................................    32
               SECTION 6.03      Individual Rights of Indenture Trustee......................................................    33
               SECTION 6.04      Indenture Trustee's Disclaimer..............................................................    33
               SECTION 6.05      Notice of Defaults..........................................................................    34
               SECTION 6.06      Reports by Indenture Trustee to Noteholders.................................................    34
               SECTION 6.07      Compensation and Indemnity..................................................................    34
               SECTION 6.08      Replacement of Indenture Trustee............................................................    35
               SECTION 6.09      Successor Indenture Trustee by Merger.......................................................    36
               SECTION 6.10      Appointment of Co-Trustee or Separate Trustee...............................................    37
               SECTION 6.11      Eligibility; Disqualification...............................................................    38
               SECTION 6.12      Trustee as Holder of the 2003-A SUBI Certificate............................................    38
               SECTION 6.13      Representations and Warranties of Indenture Trustee.........................................    39
               SECTION 6.14      Furnishing of Documents.....................................................................    39
               SECTION 6.15      Interest Rate Cap Agreement Provisions......................................................    39
               SECTION 6.16      Preferred Collection of Claims Against Issuer...............................................    40
ARTICLE Seven                    NOTEHOLDERS' LISTS AND REPORTS..............................................................    40
               SECTION 7.01      Note Registrar to Furnish Noteholder Names and Addresses....................................    40
               SECTION 7.02      Preservation of Information; Communications to Noteholders..................................    41
               SECTION 7.03      Reports by Issuer...........................................................................    41
               SECTION 7.04      Reports by Indenture Trustee................................................................    42
ARTICLE Eight                    ACCOUNTS, DISBURSEMENTS AND RELEASES........................................................    42
               SECTION 8.01      Collection of Money.........................................................................    42
               SECTION 8.02      Accounts....................................................................................    42
               SECTION 8.03      Payment Date Certificate....................................................................    43



                                      -ii-

                                TABLE OF CONTENTS

                                   (CONTINUED)



                                                                                                                                PAGE
                                                                                                                             
               SECTION 8.04      Disbursement of Funds...................................................................        44
               SECTION 8.05      General Provisions Regarding Accounts...................................................        48
               SECTION 8.06      Release of Trust Estate.................................................................        48
               SECTION 8.07      Release of Interest In 2003-A Leases and 2003-A Vehicles Upon Purchase or
                                 Reallocation by the Servicer............................................................        49
               SECTION 8.08      Opinion of Counsel......................................................................        49
ARTICLE Nine                     SUPPLEMENTAL INDENTURES.................................................................        50
               SECTION 9.01      Supplemental Indentures Without Consent of Noteholders..................................        50
               SECTION 9.02      Supplemental Indentures With Consent of Noteholders.....................................        51
               SECTION 9.03      Execution of Supplemental Indentures....................................................        52
               SECTION 9.04      Effect of Supplemental Indenture........................................................        53
               SECTION 9.05      Reference in Notes to Supplemental Indentures...........................................        53
ARTICLE Ten                      REDEMPTION OF NOTES.....................................................................        53
               SECTION 10.01     Redemption..............................................................................        53
               SECTION 10.02     Form of Redemption Notice...............................................................        54
               SECTION 10.03     Notes Payable on Redemption Date........................................................        54
ARTICLE Eleven                   MISCELLANEOUS...........................................................................        54
               SECTION 11.01     Compliance Certificates and Opinions....................................................        54
               SECTION 11.02     Form of Documents Delivered to Indenture Trustee........................................        56
               SECTION 11.03     Acts of Noteholders.....................................................................        57
               SECTION 11.04     Notices.................................................................................        58
               SECTION 11.05     Notices to Noteholders; Waiver..........................................................        58
               SECTION 11.06     Effect of Headings and Table of Contents................................................        59
               SECTION 11.07     Successors and Assigns..................................................................        59
               SECTION 11.08     Severability............................................................................        59
               SECTION 11.09     Benefits of Indenture...................................................................        59
               SECTION 11.10     Legal Holidays..........................................................................        59
               SECTION 11.11     Governing Law...........................................................................        59
               SECTION 11.12     Counterparts............................................................................        59
               SECTION 11.13     Recording of Indenture..................................................................        59
               SECTION 11.14     Trust Obligation........................................................................        60
               SECTION 11.15     No Petition.............................................................................        60
               SECTION 11.16     No Recourse.............................................................................        60
               SECTION 11.17     Inspection..............................................................................        61
               SECTION 11.18     Limitation of Liability of Owner Trustee................................................        61
               SECTION 11.19     Assignment of the Interest Rate Cap Agreement...........................................        61
               SECTION 11.20     Conflict with Trust Indenture Act.......................................................        63


EXHIBITS

               Exhibit A - Form of Notes ..................................  A-1
               Exhibit B - Form of Depository Agreement ...................  B-1


                                     -iii-

             Reconciliation and tie between the Trust Indenture Act
                              of 1939 and Indenture



   TIA                                                                       Indenture
Section                                                                        Section
- -------                                                                        -------
                                                                         
310(a) (1)........................................................................6.11
   (a) (2)........................................................................6.11
   (a) (3)..................................................................6.10(b)(i)
   (a) (4)........................................................................6.12
   (a) (5)........................................................................6.11
   (b)............................................................................6.08
                                                                                  6.11
                                                                                 11.04
   (c)............................................................................N.A.
311(a) ...........................................................................6.16
   (b) ...........................................................................6.16
   (c) ...........................................................................N.A.
312(a) ...........................................................................7.01
   (b) ........................................................................7.02(b)
   (c) ........................................................................7.02(c)
313(a) ...........................................................................7.04
   (b) (1)........................................................................7.04
   (b) (2)........................................................................7.04
   (c) ...........................................................................7.04
                                                                                 11.04

   (d) ...........................................................................7.04
314(a) ...........................................................................7.03
                                                                                  3.09
                                                                                 11.04
   (b) ..........................................................................11.13
   (c) (1) ......................................................................11.01
                                                                                  6.02
                                                                               8.06(a)
   (c) (2) ......................................................................11.01
                                                                                  3.06
                                                                                  3.15
                                                                                  6.02
                                                                               8.06(a)
                                                                                  8.08
   (c) (3).......................................................................11.01
   (d) .......................................................................11.01(b)
   (e) ..........................................................................11.01
   (f) ...........................................................................N.A.
315(a) ...........................................................................6.01



                                      -i-

                                                                         
   (b) ...........................................................................6.05
   (c) ...........................................................................N.A.
   (d) ........................................................................6.01(c)
   (e) ...........................................................................5.13
316(a)(1) (A).....................................................................5.11
                                                                               6.01(c)
   (a)(1) (B).....................................................................5.12
   (a)(2).........................................................................N.A.
   (b) ...........................................................................5.07
   (c) ...........................................................................N.A.
317(a) (1) .......................................................................5.04
   (a) (2) ....................................................................5.03(c)
                                                                               5.03(d)
   (b) ...........................................................................3.03
318(a) ..........................................................................11.20



- -----------

(1) This reconciliation table and tie shall not, for any purpose be deemed to be
part of the Indenture.

(2) N.A. means not applicable.


                                      -ii-

                                    INDENTURE

      This Indenture, dated as of October 29, 2003 (the "Indenture"), is between
the Nissan Auto Lease Trust 2003-A, a Delaware statutory trust (the "Issuer"),
and U.S. Bank National Association a national banking association ("U.S.
Bank"),, as trustee (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the holders of the Issuer's 1.16563% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes"), 1.69000% Asset Backed Notes,
Class A-2 (the "Class A-2 Notes"), Floating Rate Asset Backed Notes, Class A-3a
(the "Class A-3a Notes") 2.57000% Asset Backed Notes, Class A-3b (the "Class
A-3b Notes") (the "Class A-3b Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3a Notes, the "Notes"):

                                 GRANTING CLAUSE

      The Issuer, hereby Grants in trust to the Indenture Trustee on the Closing
Date, as trustee for the benefit of the Noteholders and the Trust
Certificateholders all of the Issuer's right, title and interest, whether now
owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present
and future claims, demands, causes and choses in action in respect of any or all
of the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments, securities, financial assets and other
property that at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral"), in each case
as such terms are defined herein.

      The Indenture Trustee, as trustee on behalf of the Noteholders,
acknowledges the foregoing Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively protected.

                                  ARTICLE ONE

                                   DEFINITIONS

      SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among the Issuer, NILT Trust,
a Delaware statutory trust, as grantor and initial beneficiary (in such
capacity, the "Grantor" and the "UTI Beneficiary," respectively),
Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), Nissan
Motor Acceptance Corporation, a California corporation ("NMAC"), in its
individual capacity, as servicer and as administrative agent (in such capacity,
the "Servicer" and the "Administrative Agent," respectively), Nissan Auto
Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., a
Delaware corporation, as trustee to the Titling Trust (the "Titling Trustee"),
Wilmington Trust Company, a Delaware banking corporation, as owner trustee and


                                                                       Indenture

Delaware trustee (in such capacity, the "Owner Trustee" and the "Delaware
Trustee," respectively) and U.S. Bank, as Indenture Trustee and trust agent (in
such capacity, the "Trust Agent").

      SECTION 1.02 Interpretation. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires, (i) terms
used herein include, as appropriate, all genders and the plural as well as the
singular, (ii) references to this Indenture include all Exhibits hereto, (iii)
references to words such as "herein," "hereof" and the like shall refer to this
Indenture as a whole and not to any particular part, Article or Section within
this Agreement, (iv) references to an Article or Section such as "Article
Twelve" or "Section 12.01" shall refer to the applicable Article or Section of
this Indenture, (v) the term "include" and all variations thereof shall mean
"include without limitation," (vi) the term "or" shall include "and/or," (vii)
the term "proceeds" shall have the meaning ascribed to such term in the UCC.

      Any reference in this Indenture to any agreement means such agreement as
it may be amended, restated, supplemented (only to the extent such agreement as
supplemented relates to the Notes), or otherwise modified from time to time. Any
reference in this Indenture to any law, statute, regulation, rule, or other
legislative action shall mean such law, statute, regulation, rule or other
legislative action as amended, supplemented, or otherwise modified from time to
time, and shall include any rule or regulation promulgated thereunder. Any
reference in this Indenture to a Person shall include the successors or assignee
of such Person.

      SECTION 1.03 Incorporation by Reference Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

      "Commission" means the Securities and Exchange Commission.

      "indenture securities" means the Notes.

      "indenture security holder" means a Noteholder.

      "indenture to be qualified" means this Indenture.

      "indenture trustee or "institutional trustee" means the Indenture Trustee.

      "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

      All other TIA terms used in this Indenture that are defined in the TIA,
defined in the TIA by reference to another statute or defined by Commission rule
have the meanings so assigned to them.


                                                                       Indenture
                                       2

                                  ARTICLE TWO

                                    THE NOTES

      SECTION 2.01 Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth as
Exhibit A hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of such Notes.
Any portion of the text of any Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of such Note.

      The terms of the Notes set forth in Exhibit A hereto are part of the terms
of this Indenture.

      SECTION 2.02 Execution, Authentication and Delivery. The Notes shall be
executed by the Owner Trustee on behalf of the Issuer. The signature of any
authorized officer of the Owner Trustee on the Notes may be manual or by
facsimile. Notes bearing the manual or facsimile signature of individuals who
were at any time authorized officers of the Owner Trustee shall bind the Issuer,
notwithstanding that any such individuals have ceased to hold such offices prior
to the authentication and delivery of such Notes or did not hold such offices at
the date of such Notes.

      The Indenture Trustee shall, upon receipt of a Issuer Order, authenticate
and deliver for original issue the following aggregate principal amounts of the
Notes: (i) $240,300,000 of Class A-1 Notes, (ii) $277,000,000 of Class A-2
Notes, (iii) $379,950,000 of Class A-3a Notes and (iv) $342,450,000 of Class
A-3b Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes,
Class A-3a Notes and Class A-3b Notes outstanding at any time may not exceed
such respective amounts, except as provided in Section 2.05.

      Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered notes in book-entry form in minimum denominations of
$100,000 and in integral multiples of $1,000 in excess thereof.

      No Note may be sold, pledged or otherwise transferred to any Person except
in accordance with Section 2.03 and any attempted sale, pledge or transfer in
violation of such Section shall be null and void.

      No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.

      SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes,
the Owner Trustee may execute, on behalf of the Issuer, and upon receipt of a
Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary
Notes that are printed, lithographed,

                                                                       Indenture
                                       3

typewritten, mimeographed or otherwise produced, substantially of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

      If temporary Notes are issued, the Issuer shall cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of such temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the related
Noteholder. Upon surrender for cancellation of any one or more temporary Notes,
the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture
Trustee shall authenticate and deliver in exchange therefor, a like principal
amount of Definitive Notes of authorized denominations. Until so exchanged, such
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.

      SECTION 2.04 Registration; Registration of Transfer and Exchange.

      (a) The Issuer shall cause to be kept a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of transfers of
Notes by the Note Registrar. The Indenture Trustee is hereby initially appointed
the "Note Registrar" for the purpose of registering Notes and transfers of Notes
as herein provided. In the event, subsequent to the Closing Date, the Indenture
Trustee notifies the Issuer that it is unable to act as Note Registrar, the
Issuer shall appoint another bank or trust company, having an office located in
the Borough of Manhattan, The City of New York, agreeing to act in accordance
with the provisions of this Indenture applicable to it, and otherwise acceptable
to the Indenture Trustee, to act as successor Note Registrar under this
Indenture. Upon any resignation of any Note Registrar, the Issuer shall promptly
appoint a successor or, if it elects not to make such an appointment, assume the
duties of Note Registrar.

      If a Person other than the Indenture Trustee is appointed by the Issuer as
Note Registrar, the Issuer shall give the Indenture Trustee prompt written
notice of such appointment and the location, and any change in such location, of
the Note Register, and the Indenture Trustee shall have the right to inspect the
Note Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer as to the names and
addresses of the Noteholders and the principal amounts and number of such Notes.

      (b) Upon the proper surrender for registration of transfer of any Note at
the office or agency of the Issuer to be maintained as provided in Section 3.02,
if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall
execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate
and the related Noteholder shall obtain from the Indenture Trustee, in the name
of the designated transferee, one or more new Notes in any authorized
denominations, of a like aggregate principal amount.

      (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

                                                                       Indenture
                                       4

requirements of Section 8-401 of the UCC are met, the Owner Trustee shall
execute, on behalf of the Issuer, the Indenture Trustee shall authenticate and
the Noteholder shall obtain from the Indenture Trustee the Notes that the
Noteholder making such exchange is entitled to receive. Every Note presented or
surrendered for registration of transfer or exchange shall (if so required by
the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a
written instrument of transfer in form and substance satisfactory to the Issuer
and the Indenture Trustee, including appropriate tax documentation, duly
executed by the Noteholder thereof or its attorney-in-fact duly authorized in
writing.

      (d) All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt and
entitled to the same benefits under this Indenture as the Notes surrendered upon
such registration of transfer or exchange.

      (e) No service charge shall be made to a Noteholder for any registration
of transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith, other than exchanges pursuant to Sections 2.03 or 9.05 not
involving any transfer.

      The preceding provisions of this Section notwithstanding, the Issuer shall
not be required to make, and the Note Registrar need not register, transfers or
exchanges of any Note (i) selected for redemption or (ii) for a period of 15
days preceding the due date for any payment with respect to such Note.

      SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer, the Owner Trustee and the
Indenture Trustee harmless, then, in the absence of notice to the Owner Trustee,
the Note Registrar or the Indenture Trustee that such Note has been acquired by
a "protected purchaser" (as contemplated by Article Eight of the UCC), and
provided that the requirements of Section 8-405 of the UCC are met, the Owner
Trustee shall execute, on behalf of the Issuer, and upon receipt of a Issuer
Request the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note; provided, however, that if any such destroyed, lost or stolen Note (but
not a mutilated Note) shall have become or within seven days shall become due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Redemption Date without the surrender thereof. If,
after the delivery of such replacement Note or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence, a "protected
purchaser" (as contemplated by Article Eight of the UCC) of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a
"protected purchaser" (as contemplated by Article Eight of the UCC), and shall
be entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.


                                                                       Indenture
                                       5

      Upon the issuance of any replacement Note under this Section, the Issuer
or the Indenture Trustee may require the payment by the related Noteholder of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee or the Note Registrar) connected therewith.

      Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

      SECTION 2.06 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
their respective agents may treat the Person in whose name any Note is
registered (as of the date of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such Note
and for all other purposes whatsoever, and none of the Issuer, the Indenture
Trustee or any of their respective agents shall be affected by notice to the
contrary.

      SECTION 2.07 Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder that the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by a Issuer Order that they be
destroyed or returned to it; provided, that such Issuer Order is timely and that
such Notes have not been previously disposed of by the Indenture Trustee.

      SECTION 2.08 Release of Collateral. Subject to Section 11.01 and the terms
of the Basic Documents, the Indenture Trustee shall release property from the
Lien of this Indenture only upon receipt of a Issuer Request, accompanied by an
Officer's Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates.

      SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes, upon
original issuance, will be issued in the form of one or more typewritten Notes
representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as
agent for DTC, the initial Clearing Agency, or a custodian therefor, by, or on
behalf of, the Issuer. One fully registered Note shall

                                                                       Indenture
                                       6

be issued with respect to each $500 million in principal amount of each Class of
Notes or such lesser amount as necessary. Such Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner shall receive a Definitive Note
representing such Note Owner's interest in such Note except as provided in
Section 2.11. Unless and until Definitive Notes have been issued to Note Owners
pursuant to Section 2.11:

      (a) the provisions of this Section shall be in full force and effect;

      (b) the Note Registrar and the Indenture Trustee shall be entitled to deal
with the Clearing Agency for all purposes of this Indenture (including the
payment of principal of and interest on the Notes and the giving of instructions
or directions hereunder) as the sole Noteholder, and shall have no obligation to
Note Owners;

      (c) to the extent that the provisions of this Section conflict with any
other provisions of this Indenture, the provisions of this Section shall
control;

      (d) the rights of Note Owners shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between
or among such Note Owners and the Clearing Agency or Clearing Agency
Participants; pursuant to the Depository Agreement, unless and until Definitive
Notes are issued pursuant to Section 2.11, the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive and
transmit payments of principal of and interest on the Notes to such Clearing
Agency Participants; and

      (e) whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Noteholders evidencing a specified percentage
of the Outstanding Amount, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect
from Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes
and has delivered such instructions to the Indenture Trustee.

      SECTION 2.10 Notices to Clearing Agency. Whenever a notice or other
communication to Noteholders is required under this Indenture, unless and until
Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11,
the Indenture Trustee shall give all such notices and communications specified
herein to be given to Noteholders to the Clearing Agency, and shall have no
obligation to the Note Owners.

      SECTION 2.11 Definitive Notes. If (i)(A) the Transferor, the Owner
Trustee or the Administrative Agent advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the Depository Agreement and (B) the
Transferor, the Indenture Trustee or the Administrative Agent is unable to
locate a qualified successor (and if the Administrative Agent has made such
determination, the Administrative Agent has given written notice thereof to the
Indenture Trustee), (ii) the Transferor, the Indenture Trustee or the
Administrative Agent at its option advises the Indenture Trustee in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after an Indenture Default, Note Owners representing in the aggregate not
less than 51%

                                                                       Indenture
                                       7

of the Outstanding Amount, voting as a single class, advise the Indenture
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency or its
successor is no longer in the best interest of Note Owners, the Indenture
Trustee shall be required to notify all Note Owners, through the Clearing
Agency, of the occurrence of such event and the availability through the
Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes
representing the Book-Entry Notes and the receipt of instructions for
re-registration, the Indenture Trustee shall issue Definitive Notes to Note
Owners, who thereupon shall become Noteholders for all purposes of this
Indenture. None of the Issuer, Owner Trustee, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions.

      The Indenture Trustee, the Issuer and the Administrative Agent shall not
be liable if the Indenture Trustee or the Administrative Agent is unable to
locate a qualified successor Clearing Agency. The Definitive Notes shall be
typewritten, printed, lithographed or engraved or produced by any combination of
such methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.
From and after the date of issuance of Definitive Notes, all notices to be given
to Noteholders shall be mailed to their addresses of record in the Note Register
as of the relevant Deposit Date. Such notices shall be deemed to have been given
as of the date of mailing.

      If Definitive Notes are issued and the Indenture Trustee is not the Note
Registrar, the Owner Trustee shall furnish or cause to be furnished to the
Indenture Trustee a list of the names and addresses of the Noteholders (i) as of
each Deposit Date, within five days thereafter and (ii) as of not more than ten
days prior to the time such list is furnished, within 30 days after receipt by
the Owner Trustee of a written request therefor.

      SECTION 2.12 Authenticating Agents. Upon the request of the Issuer, the
Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture
Trustee may, appoint one or more Authenticating Agents with power to act on its
behalf and subject to its direction in the authentication of Notes in connection
with issuance, transfers and exchanges under Sections 2.02, 2.04, 2.05 and 9.05,
as fully to all intents and purposes as though each such Authenticating Agent
had been expressly authorized by such Sections to authenticate such Notes. For
all purposes of this Indenture, the authentication of Notes by an Authenticating
Agent pursuant to this Section shall be deemed to be the authentication of Notes
by the Indenture Trustee.

      Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, without the execution or filing of any further act on the part of the
parties hereto or such Authenticating Agent or such successor corporation.

      Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee
may at any time terminate the

                                                                       Indenture
                                       8

agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and the Issuer. Upon receiving such notice of
resignation or upon such termination, the Indenture Trustee shall promptly
appoint a successor Authenticating Agent and shall give written notice of such
appointment to the Issuer.

      The Indenture Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services and reimbursement for its
reasonable expenses relating thereto, and the Indenture Trustee shall be
entitled to be reimbursed for all such payments, subject to Section 6.07. The
provisions of Sections 2.07 and 6.04 shall be applicable to any Authenticating
Agent.

      SECTION 2.13 The Interest Rate Cap Agreement.

      (a) On the Closing Date, the Issuer shall execute and deliver the Interest
Rate Cap Agreement.

      (b) Subject to Section 11.19 hereof, the Indenture Trustee shall take all
steps necessary to enforce the Issuer's rights under the Interest Rate Cap
Agreement, including receiving payments from the Cap Provider when due and
exercising the Issuer's rights under the Interest Rate Cap Agreement including,
without limitation, if either the long-term senior unsecured debt rating of
JPMorgan Chase Bank is downgraded below "A1" by Moody's, "A+" by Standard &
Poor's, "A+" by Fitch (if rated by Fitch) or the short-term debt rating of
JPMorgan Chase Bank is reduced below "P-1 by Moody's, below "A-1" by Standard &
Poor's or "F-1" by Fitch (if rated by Fitch), the right to require the Cap
Provider to obtain a guarantee of its obligations or to substitute a replacement
cap provider (subject to the assumption by the replacement cap provider of the
Cap Provider's obligations under the Interest Rate Cap Agreement) within 30 days
of the occurrence of such reduction, or in certain circumstances, post
collateral, in each case in accordance with the terms of the Interest Rate Cap
Agreement.

      (c) Pursuant to the Interest Rate Cap Agreement, U.S. Bank will be
designated calculation agent ("Calculation Agent"), and in such capacity, on
each Interest Determination Date, will calculate the interest rate with respect
to the Class A-3a Notes. All determinations of interest by the Calculation Agent
shall, in the absence of manifest error, be conclusive for all purposes and
binding on Class A-3a Noteholders.

      SECTION 2.14 Tax Treatment. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness. The Issuer, by entering into this Indenture, and each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of an interest in the applicable Book-Entry Note), agrees to treat the Notes for
federal, state and local income, single business and franchise tax purposes as
indebtedness.

                                 ARTICLE THREE

                                    COVENANTS

      SECTION 3.01 Payments to Noteholders, Trust Certificateholders and
Transferor. The Issuer shall duly and punctually (i) pay the principal of and
interest on the Notes in


                                                                       Indenture
                                       9

accordance with the terms of the Notes and this Indenture and (ii) cause the
Servicer to direct the Indenture Trustee to release from the Note Distribution
Account all other amounts distributable or payable from the Owner Trust Estate
(including distributions to be made to the Trust Certificateholders on any
Payment Date) under the Trust Agreement and Servicing Agreement. Without
limiting the foregoing, subject to Section 8.04, the Issuer shall cause the
Servicer to direct the Indenture Trustee to apply all amounts on deposit in the
Note Distribution Account on each Payment Date that have been deposited therein
for the benefit of the Notes. Amounts properly withheld under the Code by any
Person from a payment to any Noteholder or Trust Certificateholder of interest
or principal (or other amounts) shall be considered to have been paid by the
Issuer to such Noteholder or Trust Certificateholder for all purposes of this
Indenture.

      SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on
behalf of the Issuer, shall maintain at the Corporate Trust Office or at such
other location in the Borough of Manhattan, The City of New York, chosen by the
Note Registrar, acting for the Issuer, an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices to and
demands upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands. The Issuer shall give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.

      SECTION 3.03 Money for Payments to be Held in Trust. As provided in
Sections 5.04(b) and 8.04, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Note
Distribution Account and Reserve Account shall be made on behalf of the Issuer
by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn
therefrom for payments on Notes shall be paid over to the Issuer except as
provided in this Section. All payments of amounts due and payable with respect
to any Notes or Trust Certificates that are to be made from amounts withdrawn
from the Note Distribution Account or Reserve Account pursuant to Sections 3.01,
4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or
by a Paying Agent, and no amounts so withdrawn from such accounts for payments
of Notes or Trust Certificates shall be paid over to the Issuer or the Owner
Trustee, except as provided by this Section.

      On each Payment Date and Redemption Date, the Issuer shall deposit or
cause to be deposited (including the provision of instructions to the Indenture
Trustee to make any required withdrawals from the Reserve Account) into the Note
Distribution Account an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, and the Paying Agent shall hold such sum in trust
for the benefit of the Persons entitled thereto and (unless the Paying Agent is
the Indenture Trustee) shall promptly notify the Indenture Trustee of any
failure by the Issuer to effect such deposit.

      The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that
it will, and the Issuer will cause each Paying Agent other than the Indenture
Trustee, as a condition to its acceptance of its appointment as Paying Agent, to
execute and deliver to the Indenture Trustee


                                                                       Indenture
                                       10

an instrument in which such Paying Agent shall agree with the Indenture Trustee,
subject to the provisions of this Section, that such Paying Agent shall:

      (a) hold all sums held by it for the payment of amounts due with respect
to the Notes in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and pay such sums to such Persons as herein provided;

      (b) give the Indenture Trustee notice of any default by the Issuer of
which it has actual knowledge (or any other obligor upon the Notes, if any) in
the making of any payment required to be made with respect to the Notes;

      (c) at any time during the continuance of any such default, upon the
written request of the Indenture Trustee, forthwith pay to the Indenture Trustee
all sums so held in trust by such Paying Agent;

      (d) immediately resign as a Paying Agent and forthwith pay to the
Indenture Trustee all sums held by it in trust for the payment of Notes if at
any time it ceases to meet the standards required to be met by a Paying Agent at
the time of its appointment; and

      (e) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.

      The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
as those upon which such sums were held by such Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

      Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed after such
amount has become due and payable and after the Indenture Trustee has taken the
steps described in this paragraph shall be discharged from such trust and be
paid to Children's Hospital Los Angeles upon presentation thereto of an Issuer,
and the related Noteholder shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof, and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease. If any Noteholder shall not surrender its Notes for retirement within six
months after the date specified in the written notice of final payment described
in Section 8.04(d), the Indenture Trustee will give a second written notice to
the registered Noteholders that have not surrendered their Notes for final
payment and retirement. If within one year after such second notice any Notes
have not been surrendered, the Indenture Trustee shall, at the expense and
direction of the Issuer, cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such

                                                                       Indenture
                                       11

publication, any unclaimed balance of such money then remaining will be paid to
Children's Hospital Los Angeles. The Indenture Trustee shall also adopt and
employ, at the expense and direction of the Issuer, any other reasonable means
of notification of such repayment specified by the Issuer or the Administrative
Agent.

      SECTION 3.04 Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States, in which
case the Issuer shall keep in full effect its existence, rights and franchises
under the laws of such other jurisdiction) and shall obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Trust Estate.

      SECTION 3.05 Protection of Trust Estate. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the Noteholders to be prior to all other liens in respect of the Trust
Estate, and the Issuer shall take all actions necessary to obtain and maintain,
for the benefit of the Indenture Trustee on behalf of the Noteholders, a first
lien on and a first priority, perfected security interest in the Trust Estate.
The Issuer shall from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, all as prepared by the
Administrative Agent and delivered to the Issuer, and shall take such other
action necessary or advisable to:

      (a) Grant more effectively all or any portion of the Trust Estate;

      (b) maintain or preserve the lien and security interest (and the priority
thereof) created by this Indenture or carry out more effectively the purposes
hereof;

      (c) perfect, publish notice of or protect the validity of any Grant made
or to be made by this Indenture;

      (d) enforce any of the Collateral (including all rights under the Interest
Rate Cap Agreement);

      (e) preserve and defend title to the Trust Estate and the rights of the
Indenture Trustee and the Noteholders in the Trust Estate against the claims of
all Persons; or

      (f) pay all taxes or assessments levied or assessed upon the Trust Estate
when due.

      The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute all financing statements, continuation statements or
other instruments required to be executed pursuant to this Section.

      SECTION 3.06 Opinions as to Trust Estate.

      (a) On the Closing Date, the Issuer shall furnish or cause to be furnished
to the Indenture Trustee, an Opinion of Counsel to the effect that, in the
opinion of such counsel, the execution

                                                                       Indenture
                                       12

and delivery of the Indenture and the delivery for value to and taking of
physical possession in the State of New York by the Indenture Trustee of the
2003-A SUBI Certificate, endorsed or registered in the name of the Indenture
Trustee, will create a valid first priority perfected security interest, for the
benefit of the Indenture Trustee on behalf of the holders of the Notes, in the
Issuer's right, title and interest in the 2003-A SUBI Certificate.

      (b) Upon written request by the Indenture Trustee, on or before June 30 of
each calendar year, beginning with June 30, 2004, the Issuer shall furnish to
the Indenture Trustee an Opinion of Counsel to the effect that in the opinion of
such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to continue the lien and
security interest of the Indenture Trustee in the Collateral and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (ii) no such action is necessary to continue such lien and
security interest.

      SECTION 3.07 Performance of Obligations; Servicing of the 2003-A SUBI
Assets.

      (a) The Issuer shall not take any action and shall use its best efforts
not to permit any action to be taken by others, including the Administrative
Agent, that would release any Person from any of such Person's material
covenants or obligations under any instrument or agreement included in the Trust
Estate or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as expressly provided in the Basic
Documents or such other instrument or agreement.

      (b) The Issuer may contract with other Persons, to assist it in performing
its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer's Certificate of the Issuer
shall be deemed to be action taken by the Issuer. Initially, the Issuer has
contracted with the Administrative Agent, and the Administrative Agent has
agreed, to assist the Issuer in performing its duties under this Indenture.

      (c) The Issuer shall, and, shall cause the Administrative Agent and the
Servicer to, punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Basic Documents and the
instruments and agreements included in the Trust Estate, including filing or
causing to be filed all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the other Basic
Documents in accordance with and within the time periods provided for herein and
therein. Except as otherwise expressly provided therein, the Issuer, as a party
to the Basic Documents and as Holder of the 2003-A SUBI Certificate, shall not,
and shall cause the Servicer and the Administrative Agent not to, modify, amend,
supplement, waive or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee or the Noteholders of at least a
Majority Interest of the Notes or such greater percentage as may be specified in
the particular provision or Basic Document.

      (d) If the Indenture Trustee or an Authorized Officer of the Issuer shall
have knowledge of the occurrence of a Servicer Default, such entity shall
promptly notify the other entity and each Rating Agency thereof, and shall
specify in such notice the action, if any, the other entity is taking in respect
of such default. If a Servicer Default shall arise from the failure of the
Servicer

                                                                       Indenture
                                       13

to perform any of its duties or obligations under the Servicing Agreement with
respect to the 2003-A SUBI Assets, the Issuer shall take all reasonable steps
available to it to remedy such failure. Upon the occurrence of a Servicer
Default with respect to the 2003-A SUBI or the Trust Assets allocated thereto,
the Indenture Trustee may terminate all of the rights and obligations of the
Servicer with respect to the 2003-A SUBI and the Trust Assets allocated thereto
only, and a successor Servicer shall be appointed pursuant to the Servicing
Agreement.

      (e) Upon any termination of the Servicer's rights and powers or
resignation of the Servicer pursuant to the Servicing Agreement, the Issuer or
the Indenture Trustee shall promptly notify the other entity thereof. As soon as
a successor Servicer is appointed pursuant to the Servicing Agreement, the
Issuer or the Indenture Trustee shall notify the other entity of such
appointment, specifying in such notice the name and address of such successor
Servicer.

      SECTION 3.08 Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

      (a) engage in any activities other than financing, acquiring, owning,
pledging and managing the 2003-A SUBI Certificate as contemplated by this
Indenture and the other Basic Documents;

      (b) except as expressly permitted herein and in the other Basic Documents,
sell, transfer, exchange or otherwise dispose of any of the assets of the
Issuer, including those assets included in the Trust Estate, unless directed to
do so by the Indenture Trustee;

      (c) claim any credit on or make any deduction from the principal or
interest payable in respect of the Notes (other than amounts properly withheld
from such payments under the Code or applicable state law) or assert any claim
against any present or former Noteholder by reason of the payment of the taxes
levied or assessed upon any part of the Trust Estate;

      (d) except as may be permitted expressly hereby (i) permit the validity or
effectiveness of this Indenture to be impaired, permit the lien of this
Indenture to be amended, hypothecated, subordinated, terminated or discharged or
permit any Person to be released from any covenants or obligations under this
Indenture, except as may be expressly permitted hereby, (ii) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Trust Estate, any part thereof or any interest therein
or the proceeds thereof (other than tax liens, mechanics' liens and other liens
that arise by operation of law, in each case on any 2003-A SUBI Asset and
arising solely as a result of an action or omission of the related Lessee) or
(iii) except as otherwise provided in the Basic Documents, permit the lien of
this Indenture not to constitute a valid first priority (other than with respect
to any such tax, mechanics' or other lien) security interest in the Trust
Estate;

      (e) incur, assume or guarantee any indebtedness other than indebtedness
incurred in accordance with the Basic Documents; or

      (f) except as otherwise permitted by the Basic Documents, dissolve or
liquidate in whole or in part.


                                                                       Indenture
                                       14

      SECTION 3.09 Trust Certificates and Reports.

      (a) The Issuer shall deliver to the Indenture Trustee and each Rating
Agency, on or before the last day of the third month after the end of each
fiscal year of the Issuer, beginning with June 30, 2004, an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

            (i) a review of the activities of the Issuer during the 12 months of
      the prior fiscal year of the Issuer ended such calendar year (or such
      shorter period in the case of the first such Officer's Certificate) and of
      the Issuer's performance under this Indenture has been made under such
      Authorized Officer's supervision;

            (ii) to the best of such Authorized Officer's knowledge, based on
      such review:

                  (A) all the dispositions of Collateral and cash payments out
            of the Accounts described in clauses (A) and (B) of Section
            11.01(b)(v) that occurred during the preceding 12 month period (or
            shorter period in the case of the first such Officer's Certificate)
            were made in the ordinary course of the Issuer's business and the
            proceeds thereof were applied in accordance with the Basic
            Documents; and

                  (B) the Issuer has complied with all conditions and covenants
            under this Indenture throughout 12 month period of the prior fiscal
            year of the Issuer ended such calendar year (or such shorter period
            in the case of the first such Officer's Certificate), or, if there
            has been a Default in the compliance of any such condition or
            covenant, specifying each such Default known to such Authorized
            Officer and the nature and status thereof.

      (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on March 31 of each year unless the fiscal year of the Servicer ends
on some other date, in which case, the fiscal year of the Issuer shall be the
same as the fiscal year of the Servicer

      SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise
provided in the Basic Documents, unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not: (i)
engage in any activities other than financing, acquiring, owning, leasing
(subject to the lien of this Indenture), pledging and managing the 2003-A SUBI
Certificate in the manner contemplated by the Basic Documents and activities
incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any indebtedness; (iii) make any loan,
advance or credit to, guarantee (directly or indirectly or by an instrument
having the effect of assuring another's payment or performance on any obligation
or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other Person; or
(iv) make any expenditure (by long-term or operating lease or otherwise) for
capital assets (either realty or personalty).


                                                                       Indenture
                                       15

      SECTION 3.11 Notice of Defaults. The Issuer agrees to give the Indenture
Trustee and each Rating Agency prompt written notice of each Indenture Default
hereunder on the part of the Administrative Agent and each Cap Event of Default
on the part of the Cap Provider under the Interest Rate Cap Agreement. In
addition, on (i) any Payment Date on which the Issuer has not received from the
Cap Provider any amount due from the Cap Provider on such Payment Date, (ii) the
Business Day following any such Payment Date if the Issuer has not yet received
such amount due from the Cap Provider or (iii) the Business Day on which such
failure to pay by the Cap Provider becomes a Cap Event of Default under the
Interest Rate Cap Agreement, the Issuer shall give immediate notice thereof to
the Cap Provider, the Indenture Trustee and each Rating Agency.

      SECTION 3.12 Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

      SECTION 3.13 Delivery of the 2003-A SUBI Certificate. On the Closing Date,
the Issuer shall deliver or cause to be delivered to the Indenture Trustee as
security for its obligations hereunder, the 2003-A SUBI Certificate. The
Indenture Trustee shall take possession of the 2003-A SUBI Certificate in the
Borough of Manhattan in the City of New York and shall at all times during the
period of this Indenture maintain custody of the 2003-A SUBI Certificate in the
Borough of Manhattan in the City of New York.

      SECTION 3.14 Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Basic Document.

      SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms.

      (a) The Issuer shall not consolidate or merge with or into any other
Person, unless:

            (i) the Person (if other than the Issuer) formed by or surviving
      such consolidation or merger shall be a Person organized and existing
      under the laws of the United States of America or any State or the
      District of Columbia and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in
      form satisfactory to the Indenture Trustee, the duty to make due and
      punctual payment of the principal of and interest on all Notes and the
      performance or observance of every agreement and covenant of this
      Indenture on the part of the Issuer to be performed or observed, all as
      provided herein;

            (ii) immediately after giving effect to such transaction, no Default
      or Indenture Default shall have occurred and be continuing;

            (iii) the Issuer shall have provided each Rating Agency 10 days'
      prior written notice thereof, and no Rating Agency shall have notified the
      Indenture Trustee, the Administrative Agent or the Owner Trustee that such
      transaction might or would result in the removal or reduction of the
      rating then assigned thereby to any Class of Notes;


                                                                       Indenture
                                       16

            (iv) the Issuer shall have received an Opinion of Counsel (and shall
      have delivered copies thereof to the Indenture Trustee) to the effect that
      such transaction will not (A) affect the treatment of the Notes as debt
      for federal income tax purposes, (B) be deemed to cause a taxable exchange
      of the Notes for federal income tax purposes or (C) cause the Issuer, the
      Transferor or the Titling Trust to be taxable as an association (or
      publicly traded partnership) taxable as a corporation for federal income
      tax purposes;

            (v) any action that is necessary to maintain each lien and security
      interest created by the Trust Agreement or this Indenture shall have been
      taken; and

            (vi) the Issuer shall have delivered to the Indenture Trustee an
      Officer's Certificate and an Opinion of Counsel each stating that such
      consolidation or merger and any related supplemental indenture complies
      with this Article III and that all conditions precedent provided in this
      Indenture relating to such transaction have been complied with (including
      any filing required by the Exchange Act).

      (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person, unless:

            (i) the Person that acquires by conveyance or transfer such
      properties and assets of the Issuer shall (A) be a United States citizen
      or a Person organized and existing under the laws of the United States of
      America or any state or the District of Columbia, (B) expressly assume, by
      an indenture supplemental hereto, executed and delivered to the Indenture
      Trustee, in form satisfactory to the Indenture Trustee, the duty to make
      due and punctual payment of the principal of and interest on all Notes and
      the performance or observance of every agreement and covenant of this
      Indenture on the part of the Issuer to be performed or observed, all as
      provided herein, (C) expressly agrees by means of such supplemental
      indenture that all right, title and interest so conveyed or transferred
      shall be subject and subordinate to the rights of Holders of the Notes,
      (D) unless otherwise provided in such supplemental indenture, expressly
      agrees to indemnify, defend and hold harmless the Issuer, the Owner
      Trustee and the Indenture Trustee against and from any loss, liability or
      expense arising under or related to this Indenture and the Notes, and (E)
      expressly agrees by means of such supplemental indenture that such Person
      (or if a group of Persons, then one specified Person) shall make all
      filings that counsel satisfactory to such purchaser or transferee and the
      Indenture Trustee determines must be made with (1) the Commission (and any
      other appropriate Person) required by the Exchange Act or the appropriate
      authorities in any state in which the Notes have been sold pursuant to any
      qualification or exemption under the securities or "blue sky" laws of such
      state, in connection with the Notes or (2) the Internal Revenue Service or
      the relevant state or local taxing authorities of any jurisdiction;

            (ii) immediately after giving effect to such transaction, no Default
      or Indenture Default shall have occurred and be continuing;

            (iii) the Issuer shall have provided each Rating Agency 10 days'
      prior written notice thereof, no Rating Agency shall have notified the
      Indenture Trustee, the


                                                                       Indenture
                                       17

      Administrative Agent or the Owner Trustee that such transaction might or
      would result in the removal or reduction of the rating then assigned
      thereby to any Class of Notes;

            (iv) the Issuer shall have received an Opinion of Counsel (and shall
      have delivered copies thereof to the Indenture Trustee) to the effect that
      such transaction will not (A) affect the treatment of the Notes as debt
      for federal income tax purposes, (B) be deemed to cause a taxable exchange
      of the Notes for federal income tax purposes or (C) cause the Issuer, the
      Transferor or the Titling Trust to be taxable as an association (or
      publicly traded partnership) taxable as a corporation for federal income
      tax purposes;

            (v) any action that is necessary to maintain each lien and security
      interest created by the Trust Agreement or this Indenture shall have been
      taken; and

            (vi) the Issuer shall have delivered to the Indenture Trustee an
      Officer's Certificate and an Opinion of Counsel each stating that such
      conveyance or transfer and such supplemental indenture comply with this
      Article III and that all conditions precedent herein provided for relating
      to such transaction have been complied with (including any filing required
      by the Exchange Act).

      SECTION 3.16 Successor or Transferee.

      (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.15(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein.

      (b) Upon a conveyance or transfer of all the assets and properties of the
Issuer pursuant to Section 3.15(b), Nissan Auto Lease Trust 2003-A will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes and the Trust
Certificates immediately upon the delivery of written notice to the Indenture
Trustee stating that Nissan Auto Lease Trust 2003-A is to be so released.

      SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrative Agent without cause
unless so instructed by the Owner Trustee or the Indenture Trustee and unless
each Rating Agency shall have received 10 days' written notice thereof and shall
not have notified the Indenture Trustee, the Administrative Agent or the Owner
Trustee that such removal might or would result in the removal or reduction of
the rating, if any, then assigned thereby to any Class of Notes or the Trust
Certificates.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

      SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
discharge with respect to the Collateral securing the Notes and cease to be of
further effect with respect to the Notes except as to (a) rights of registration
of transfer and exchange, (b) substitution of mutilated, destroyed, lost or
stolen Notes, (c) rights of Noteholders to receive


                                                                       Indenture
                                       18

payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04,
3.05, 3.08, 3.10(i), 3.10(ii) and 3.15, (e) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Sections 3.03 and 4.02) and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand and at the expense and on behalf of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:

            (i) either (A) all Notes theretofore authenticated and delivered
      (other than (1) Notes that have been mutilated, destroyed, lost or stolen
      and that have been replaced or paid as provided in Section 2.05 and (2)
      Notes for whose payment money has theretofore been deposited in trust or
      segregated and held in trust by the Issuer and thereafter paid to the
      Persons entitled thereto or discharged from such trust, as provided in
      Section 3.03) have been delivered to the Indenture Trustee for
      cancellation; or (B) all Notes not theretofore delivered to the Indenture
      Trustee for cancellation (1) have become due and payable, (2) will become
      due and payable on the applicable Note Final Scheduled Payment Date within
      one year or (3) are to be called for redemption within one year under
      arrangements satisfactory to the Indenture Trustee for the giving of
      notice of redemption by the Indenture Trustee in the name, and at the
      expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or
      (3) above, has irrevocably deposited or caused to be irrevocably deposited
      with the Indenture Trustee cash or direct obligations of or obligations
      guaranteed by the United States (that will mature prior to the date such
      amounts are payable), in trust for such purpose, in an amount sufficient
      to pay and discharge the entire indebtedness on such Notes (including
      interest and any fees due and payable to the Owner Trustee or the
      Indenture Trustee) not theretofore delivered to the Indenture Trustee for
      cancellation, when due, to the applicable Note Final Scheduled Payment
      Date for each Class, or to the Redemption Date (if Notes shall have been
      called for redemption pursuant to Section 10.01), as the case may be;

            (ii) the Issuer has paid or caused to be paid all other sums payable
      hereunder by the Issuer; and

            (iii) the Issuer has delivered to the Indenture Trustee an Officer's
      Certificate, (if required by the TIA or the Indenture Trustee) an Opinion
      of Counsel and (if required by the TIA or the Indenture Trustee) an
      Independent Certificate from a firm of certified public accountants, each
      meeting the applicable requirements of Section 11.01 and, subject to
      Section 11.02, stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture have been
      complied with and stating that the Rating Agency Condition has been
      satisfied.

      SECTION 4.02 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Noteholders of the particular Notes for the payment or
redemption of which such monies have been deposited with the Indenture Trustee
of all sums due and to become due thereon for principal and interest. Such
monies need

                                                                       Indenture
                                       19

not be segregated from other funds except to the extent required herein or in
the Servicing Agreement or as required by law.

      SECTION 4.03 Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 and such Paying Agent shall thereupon be released from all further
liability with respect to such monies.

                                  ARTICLE FIVE

                                INDENTURE DEFAULT

      SECTION 5.01 Indenture Defaults. Any one of the following events (whatever
the reason for such Indenture Default and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body) shall constitute a default under this Indenture (each, an
"Indenture Default"):

      (a) default in the payment of any interest on any Note when the same
becomes due and payable, and such default shall continue for a period of five
days or more;

      (b) default in the payment of principal of any Note on the related Note
Final Scheduled Payment Date or the Redemption Date;

      (c) a termination of the Interest Rate Cap Agreement without the execution
by the Issuer and a replacement Cap Provider of a replacement Interest Rate Cap
Agreement and acceptable to the Issuer and Indenture Trustee and the assignment
of such replacement Interest Rate Cap Agreement to the Indenture Trustee;

      (d) default in the observance or performance of any covenant or agreement
of the Issuer made in this Indenture (other than a covenant or agreement, a
default in the observance or performance of which is elsewhere in this Section
specifically dealt with), or any representation or warranty of the Issuer made
in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been inaccurate in any material
respect as of the time when the same shall have been made, which default or
inaccuracy materially and adversely affects the interests of the Noteholders and
such default or inaccuracy shall continue or not be cured, or the circumstance
or condition in respect of which such misrepresentation or warranty was
inaccurate shall not have been eliminated or otherwise cured, for a period of 60
days or in the case of a materially inaccurate representation or warranty, 30
days, after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
Noteholders representing at least 25% of the Outstanding Amount, voting as
single class, a written notice specifying such default or inaccurate
representation or warranty and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder;


                                                                       Indenture
                                       20

      (e) the filing of a petition seeking entry of a decree or order for relief
by a court having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Trust Estate in an involuntary case under any applicable
federal or state bankruptcy, liquidation, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Trust Estate, or ordering the winding up or liquidation of the
Issuer's affairs, and such proceeding shall remain unstayed, undismissed and in
effect for a period of 90 consecutive days or immediately upon entry of any such
decree or order; or

      (f) the commencement by the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect or the consent by the Issuer to the entry of an order for
relief in an involuntary case under any such law, the consent by the Issuer to
the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Trust Estate, the making by the Issuer of any general
assignment for the benefit of creditors, the failure by the Issuer generally to
pay its debts as such debts become due or the taking of action by the Issuer in
furtherance of any of the foregoing.

      The Issuer shall deliver to the Indenture Trustee, each Rating Agency,
each Noteholder and the Cap Provider (except as to clause (c)) within five
Business Days after the occurrence thereof written notice in the form of an
Officer's Certificate of any event that with the giving of notice and the lapse
of time would become an Indenture Default under clauses (c), (d) or (e), its
status and what action the Issuer is taking or proposes to take with respect
thereto.

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

      SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default. If an
Indenture Default should occur and be continuing, the Indenture Trustee or
Noteholders representing a Majority Interest voting as a single class may
declare the principal of the Notes to be immediately due and payable. Upon such
declaration, the Indenture Trustee shall promptly provide written notice to each
Rating Agency. Such declaration may be rescinded by Noteholders holding a
Majority Interest voting as a single class before a judgment or decree for
payment of the amount due has been obtained by the Indenture Trustee if (a) the
Issuer has deposited with the Indenture Trustee an amount sufficient to pay (i)
all interest on and principal of the Notes and all other amounts that would then
be due hereunder as if the Indenture Default giving rise to such declaration had
not occurred and (ii) all amounts advanced by the Indenture Trustee and its
costs and expenses and (b) all Indenture Defaults (other than the nonpayment of


                                                                       Indenture
                                       21

principal of the Notes that has become due solely by such acceleration) have
been cured or waived.

      Prior to the acceleration of the maturity of the Notes as provided in this
Section 5.02, Noteholders holding not less than a Majority Interest of the Notes
voting as a single class may waive any past Indenture Default and its
consequences except an Indenture Default (i) in payment of principal of or
interest on the Notes or (ii) in respect of a covenant or provision hereof that
cannot be modified or amended without the consent of each Noteholder. In the
case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders
shall be restored to their former positions and rights hereunder, respectively,
but no such waiver shall extend to any subsequent or other Indenture Default or
impair any right consequent thereto.

      Upon any such waiver, such Indenture Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Indenture Default
arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other Indenture Default or impair any right consequent thereto.

      If the Notes have been declared due and payable following an Indenture
Default, the Indenture Trustee may institute proceedings to collect amounts due,
exercise remedies as a secured party (including foreclosure or sale of the Trust
Estate) or elect to maintain the Trust Estate and continue to apply the proceeds
from the Trust Estate as if there had been no declaration of acceleration. Any
sale of the Trust Estate by the Indenture Trustee will be subject to the terms
and conditions of Section 5.04.

      SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

      (a) The Issuer covenants that if there is a default in the payment of (i)
any interest on the Notes when the same becomes due and payable, and such
default continues for a period of five days or (ii) the principal of any Notes
at the related Note Final Scheduled Payment Date or the Redemption Date, the
Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the benefit of such Noteholders, the entire amount then due and
payable on such Notes for principal and interest, with interest on the overdue
principal, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at the Overdue Interest Rate
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents,
attorneys and counsel.

      (b) In case the Issuer shall fail forthwith to pay amounts described in
Section 5.03(a) upon demand, the Indenture Trustee, in its own name and as
trustee of an express trust, may institute a Proceeding for the collection of
the sums so due and unpaid, and may prosecute such Proceeding to judgment or
final decree, and may enforce the same against the Issuer or other obligor upon
such Notes and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Notes, wherever situated, the monies adjudged
or decreed to be payable.


                                                                       Indenture
                                       22


      (c) If an Indenture Default occurs and is continuing, the Indenture
Trustee may, in its discretion, proceed to protect and enforce its rights and
the rights of the Noteholders, by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law.

      (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under the Bankruptcy Code or any other applicable
federal or state bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor or Person, or in
case of any other comparable judicial Proceedings relative to the Issuer or
other obligor upon the Notes, or to the creditors or property of the Issuer or
such other obligor, the Indenture Trustee, irrespective of whether the principal
of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

            (i) to file and prove a claim or claims for the whole amount of
      principal and interest owing and unpaid in respect of the Notes and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee (including any claim for
      reasonable compensation to the Indenture Trustee and each predecessor
      Indenture Trustee, and their respective agents, attorneys and counsel, and
      for reimbursement of all expenses and liabilities incurred, and all
      advances and disbursements made, by the Indenture Trustee and each
      predecessor Indenture Trustee, except as a result of negligence or bad
      faith) and of the Noteholders allowed in such Proceedings;

            (ii) unless prohibited by applicable law and regulations, to vote on
      behalf of the Noteholders in any election of a trustee, a standby trustee
      or Person performing similar functions in any such Proceedings; to collect
      and receive any monies or other property payable or deliverable on any
      such claims and to distribute all amounts received with respect to the
      claims of the Noteholders or the Cap Provider and the Indenture Trustee on
      their behalf; and

            (iii) to file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee or the Noteholders allowed in any judicial proceedings relative to
      the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each Noteholder to make payments to
the Indenture Trustee and, if the Indenture Trustee shall consent to the making
of payments directly to such Noteholders to pay to the Indenture Trustee such
amounts as shall be sufficient to cover reasonable compensation to

                                                                       Indenture
                                       23

the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred
and all advances and disbursements made by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith, and
any other amounts due the Indenture Trustee under Section 6.07.

      (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder or to vote in
respect of the claim of any Noteholder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.

      (f) All rights of action and of asserting claims under this Indenture, or
under the Notes or the Interest Rate Cap Agreement, may be enforced by the
Indenture Trustee without the possession of the Notes or the production thereof
in any trial or other Proceedings relative thereto, and any such action or
Proceedings instituted by the Indenture Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, advances, disbursements and compensation of the
Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel shall be for the ratable benefit of the
Noteholders in respect of which such judgment has been recovered.

      (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

      SECTION 5.04 Remedies; Priorities.

      (a) If an Indenture Default shall have occurred and be continuing, the
Indenture Trustee may do one or more of the following (subject to Sections 5.02
and 5.05):

            (i) institute Proceedings in its own name and as trustee of an
      express trust for the collection of all amounts then payable on the Notes
      or under this Indenture with respect thereto, whether by declaration or
      otherwise, enforce any judgment obtained, and collect from the Issuer, the
      Cap Provider and any other obligor upon such Notes monies adjudged due;

            (ii) institute Proceedings from time to time for the complete or
      partial foreclosure of this Indenture with respect to the Trust Estate;

            (iii) exercise any remedies of a secured party under the UCC and
      take any other appropriate action to protect and enforce the rights and
      remedies of the Indenture Trustee and the Noteholders; and

            (iv) subject to Section 5.17, after an acceleration of the maturity
      of the Notes pursuant to Section 5.02, sell the Trust Estate or any
      portion thereof or rights or interest therein, at one or more public or
      private sales called and conducted in any manner permitted by law;


                                                                       Indenture
                                       24

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Indenture Default, other than an
Indenture Default described in Section 5.01 (a) or (b), unless (A) Noteholders
holding 100% of the Outstanding Amount consent thereto, (B) the proceeds of such
sale are sufficient to discharge in full all amounts then due and unpaid upon
all outstanding Notes or (C) the Indenture Trustee determines that the Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable and the Indenture Trustee obtains
the consent of Noteholders holding not less than 66 2/3% of the Outstanding
Amount, voting together as a single class; and provided further, that the
Indenture Trustee may not sell the Trust Estate, unless it shall first have
obtained an Opinion of Counsel that such sale will not cause the Titling Trust
or an interest therein or portion thereof to be classified as an association (or
a publicly traded partnership) taxable as a corporation for federal income tax
purposes. In determining such sufficiency or insufficiency with respect to
clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but
need not obtain (at the expense of the Issuer) and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

      (b) If the Indenture Trustee collects any money or property pursuant to
this Article Five upon sale of the Trust Estate, it shall pay out such money or
property held as Collateral (together with available monies on deposit in the
Reserve Account) and deposited in the Note Distribution Account pursuant to
Section 12.05(b) of the SUBI Trust Agreement, after giving effect to the
distributions set forth in such Section, for the benefit of the Securityholders
in the following order:

            (i) to the Noteholders for the payments of interest which is due and
      unpaid on the Notes (including any overdue interest, and to the extent
      permitted under applicable law, interest on any overdue interest at the
      applicable Overdue Interest Rate);

            (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in
      payment of the principal amount due and unpaid on the Class A-1 Notes
      (until the Class A-1 Notes have been paid in full), and second, to the
      Holders of the other Notes in payment of the principal amount due and
      unpaid on the Class A-2 Notes, the Class A-3a Notes and the Class A-3b
      Notes pro rata (based on the amount due and unpaid of each such Class),
      until all Notes have been paid in full;

            (iii) to the Certificate Distribution Account for distribution to
      the Trust Certificateholders for amounts due and unpaid in respect of the
      principal amount of the Trust Certificates, until the Trust Certificates
      have been paid in full; and

            (iv) any remaining amounts to the Transferor.

      (c) The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least 15 days before such
record date, the Issuer shall mail to each Noteholder and the Indenture Trustee
a notice that states the record date, the payment date and the amount to be
paid.


                                                                       Indenture
                                       25


      SECTION 5.05 Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.02 following an Indenture
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Trust Estate and continue to apply the proceeds thereof in accordance
with Sections 3.01 and 8.04. It is the intent of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of and
interest on the Notes, and the Indenture Trustee shall take such intent into
account when determining whether or not to maintain possession of the Trust
Estate. In determining whether to maintain possession of the Trust Estate, the
Indenture Trustee may but need not obtain (at the expense of the Issuer) and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

      SECTION 5.06 Limitation of Suits.

      (a) No Holder of any Note shall have any right to institute any
Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
(i) such Noteholder previously has given to the Indenture Trustee written notice
of a continuing Indenture Default, (ii) Noteholders holding not less than 25% of
the Outstanding Amount, voting together as a single class, have made written
request to the Indenture Trustee to institute such Proceeding in respect of such
Indenture Default in its own name as Indenture Trustee, (iii) such Noteholder
has offered the Indenture Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in complying with such request, (iv) the
Indenture Trustee has for 60 days after receipt of such notice failed to
institute such Proceedings and (v) no direction inconsistent with such written
request has been given to the Indenture Trustee during such 60-day period by
Noteholders holding at least a Majority Interest, voting together as a single
class.

      No Noteholder or group of Noteholders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Noteholders or to obtain or
to seek to obtain priority or preference over any other Noteholder or to enforce
any right under this Indenture, except in the manner herein provided.

      In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a Majority Interest of the Notes, the Indenture Trustee
in its sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

      (b) No Noteholder shall have any right to vote except as provided pursuant
to this Indenture and the Notes, nor any right in any manner to otherwise
control the operation and management of the Issuer.

      SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provision in this Indenture, any Noteholder
shall have the right, which is absolute and unconditional, to receive payment of
the principal of and interest on, if any, such Note on or after the respective
due dates thereof expressed in such Note or this


                                                                       Indenture
                                       26

Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Noteholder.

      SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

      SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law, in equity or otherwise. The assertion or employment of any right or remedy
hereunder or otherwise shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

      SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Default or Indenture Default shall impair any such right or remedy or
constitute a waiver of any such Default or Indenture Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Indenture
Trustee or the Noteholders may be exercised from time to time, and as often as
may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the
case may be.

      SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections
5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a Majority
Interest voting as a single class shall have the right to direct the time,
method and place of conducting any Proceeding or any remedy available to the
Indenture Trustee with respect to the Notes or with respect to the exercise of
any trust or power conferred on the Indenture Trustee, provided that:

      (a) such direction shall not be in conflict with any rule of law or this
Indenture;

      (b) subject to Section 5.04, any direction to the Indenture Trustee to,
sell or liquidate the Trust Estate shall be made by Noteholders holding not less
than 100% of the Outstanding Amount;

      (c) if the conditions set forth in Section 5.05 have been satisfied and
the Indenture Trustee elects to retain the Trust Estate pursuant to such
Section, and then any direction to the Indenture Trustee by Noteholders holding
less than 100% of the Outstanding Amount to sell or liquidate the Trust Estate
shall be of no force and effect; and

      (d) the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee that is not inconsistent with such direction.


                                                                       Indenture
                                       27

      Notwithstanding the rights of Noteholders set forth in this Section,
subject to Section 6.01, the Indenture Trustee need not take any action it
determines might expose it to personal liability or might materially adversely
affect or unduly prejudice the rights of any Noteholders not consenting to such
action.

      SECTION 5.12 [Reserved].

      SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Noteholder by such Noteholder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to (i) any suit instituted by the
Indenture Trustee, (ii) any suit instituted by any Noteholder or group of
Noteholders, in each case holding Notes evidencing more than 10% of the
Outstanding Amount, voting together as a single class, or (iii) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the related due dates expressed in such Note
and in this Indenture (or, in the case of redemption, on or after the Redemption
Date).

      SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture, and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

      SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or the Interest Rate Cap Agreement or under this
Indenture shall not be affected by the seeking, obtaining or application of any
other relief under or with respect to this Indenture. Neither the Lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders
shall be impaired by the recovery of any judgment by the Indenture Trustee
against the Issuer or by the levy of any execution under such judgment upon any
portion of the Trust Estate or upon any of the assets of the Issuer. Any money
or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(b).

      SECTION 5.16 Performance and Enforcement of Certain Obligations.

      (a) Promptly following a request from the Indenture Trustee to do so, the
Issuer shall take all such lawful action as the Indenture Trustee may request to
compel or secure the performance and observance by the Transferor, the Servicer
and the Cap Provider, as applicable, of each of their obligations to the Issuer
under or in connection with the Servicing Agreement and the Interest Rate Cap
Agreement, respectively, in accordance with the terms thereof, and to


                                                                       Indenture
                                       28

exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with each such agreement to the extent and
in the manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Servicer thereunder and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Servicer of its obligations under the Servicing Agreement.

      (b) If an Indenture Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing or by
telephone (confirmed in writing promptly thereafter)) of Noteholders holding not
less than a Majority Interest of the Notes voting as a single class, shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Transferor, the Titling Trustee, the Servicer and the Cap Provider
under or in connection with the Servicing Agreement and the Interest Rate Cap
Agreement, including the right or power to take any action to compel or secure
performance or observance by the Servicer of its obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Servicing Agreement, and any right of the Issuer
to take such action shall be suspended.

      SECTION 5.17 Sale of Trust Estate. If the Indenture Trustee acts to sell
the Trust Estate or any part thereof, pursuant to Section 5.04(a), the Indenture
Trustee shall effect such a sale at one or more public or private sales called
and conducted in any manner permitted by law in a commercially reasonable manner
and on commercially reasonable terms, which shall include the solicitation of
competitive bids. Unless otherwise prohibited by applicable law from any such
action, the Indenture Trustee shall sell the Trust Estate or any part thereof,
in such manner to the highest bidder, provided, however, that the Indenture
Trustee may from time to time postpone any sale. The Indenture Trustee shall
give notice to the Transferor and Servicer of any proposed sale, and the
Transferor and Servicer shall be permitted to bid for the Trust Estate at any
such sale. The Indenture Trustee may obtain a prior determination from a
conservator, receiver or trustee in bankruptcy of the Issuer that the terms and
manner of any proposed sale are commercially reasonable. The power to effect any
sale of any portion of the Trust Estate pursuant to Section 5.04 and this
Section shall not be exhausted by any one or more sales as to any portion of the
Trust Estate remaining unsold, but shall continue unimpaired until the entire
Trust Estate shall has been sold or all amounts payable on the Notes shall have
been paid.

                                  ARTICLE SIX

                              THE INDENTURE TRUSTEE

      SECTION 6.01 Duties of Indenture Trustee.

      (a) If an Indenture Default has occurred and is continuing, the Indenture
Trustee shall exercise the rights and powers vested in it by this Indenture and
in the same degree of care and skill in their exercise as a prudent Person would
exercise or use under the circumstances in the conduct of such Person's own
affairs.

      (b) Except during the continuance of an Indenture Default:


                                                                       Indenture
                                       29

            (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

            (iii) the Indenture Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to Section 5.11.

      (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b) and (c).

      (e) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.

      (f) Money held in trust by the Indenture Trustee need not be segregated
from other funds except to the extent required by law or the terms of this
Indenture or the Servicing Agreement.

      (g) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayments
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

      (h) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Indenture Trustee shall be
subject to the provisions of this Section.

      (i) The Indenture Trustee shall not be deemed to have knowledge of any
Indenture Default or other event unless a Responsible Officer has actual
knowledge thereof or has received written notice thereof in accordance with the
provisions of this Indenture.


                                                                       Indenture
                                       30

      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 or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, the Administrative Agent, any co-trustee or separate trustee
appointed in accordance with the provisions of Section 6.10 or any other such
agent, attorney, custodian or nominee appointed with due care by it hereunder.

      (d) The Indenture Trustee will be liable for any loss, liability or
expense incurred by it through its own willful misconduct, negligence or bad
faith, except that the Indenture Trustee shall not be liable for (i) any error
of judgment made by it in good faith, unless it is proved that the Indenture
Trustee was negligent in ascertaining the pertinent facts, (ii) any action it
takes or omits to take in good faith in accordance with a direction received by
it from the Noteholders in accordance with the terms of the Indenture or (iii)
interest on any money received by it except as the Indenture Trustee and the
Issuer may agree in writing.

      (e) The Indenture Trustee may consult with counsel, and the advice of such
counsel or any Opinion of Counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

      (f) The Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture or
to honor the request or direction of any of the Noteholders pursuant to this
Indenture unless such Noteholders shall have offered to the Indenture Trustee
reasonable security or indemnity against the reasonable costs, expenses,
disbursements, advances and liabilities that might be incurred by it, its agents
and its counsel in compliance with such request or direction; provided, however,
that the Indenture Trustee shall,


                                                                       Indenture
                                       31

upon the occurrence of an Indenture Default (that has not been cured), exercise
the rights and powers vested in it by this Indenture with reasonable care and
skill.

      (g) The Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the holders of
Notes evidencing not less than 25% of the Outstanding Amount voting together as
a single class; provided, however, that if the payment within a reasonable time
to the Indenture Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security afforded to it by the terms of this Indenture, the Indenture Trustee
may require reasonable indemnity against such cost, expense or liability as a
condition to so proceeding. The reasonable expense of each such investigation
shall be paid by the Person making such request, or, if paid by the Indenture
Trustee, shall be reimbursed by the Person making such request upon demand.

      (h) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request.

      (i) The Indenture Trustee shall, for so long as any Notes are outstanding,
be entitled to exercise all of the rights and powers of a Beneficiary under the
Basic Documents.

      SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar,
co-registrar, co-paying agent, co-trustee or separate trustee may do the same
with like rights. The Indenture Trustee must, however, comply with Section 6.11.

      SECTION 6.04 Indenture Trustee's Disclaimer. The Indenture Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Trust Estate, the Interest Rate Cap Agreement or
the Notes (other than the certificate of authentication on the Notes), shall not
be accountable for the Issuer's use of the proceeds from the Notes and shall not
be responsible for any statement in the Indenture, the Interest Rate Cap
Agreement or in any document issued in connection with the sale of the Notes or
in the Notes, all of which shall be taken as the statements of the Issuer, other
than the Indenture Trustee's certificate of authentication.

      SECTION 6.05 Notice of Defaults. If a Default occurs and is continuing,
and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder, the Cap Provider and each
Rating Agency notice of such Indenture Default within 60 days after it occurs.
Except in the case of a Default with respect to payment of principal of or
interest on any Note (including payments pursuant to the redemption of Notes),
the Indenture Trustee may withhold such notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding such notice
is in the interests of the Noteholders; provided, however, that in the case of
any Indenture Default of the character


                                                                       Indenture
                                       32

specified in Section 5.01(e), no such notice shall be given until at least 30
days after the occurrence thereof.

      SECTION 6.06 Reports by Indenture Trustee to Noteholders. The Indenture
Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not
later than the latest date permitted by law, such information as may be
reasonably requested (and reasonably available to the Indenture Trustee) to
enable such holder to prepare its federal and state income tax returns. The
Indenture Trustee shall also deliver or cause to be delivered annually to each
Noteholder of record a report relating to its eligibility and qualification to
continue as Indenture Trustee under this Indenture, any amounts advanced by it
under this Indenture, the amount, interest rate and maturity date of certain
indebtedness owed by the Trust to the Indenture Trustee, in its individual
capacity, the property and funds physically held by the Indenture Trustee in its
capacity as such, and any action taken by it that materially affects the Notes
and that has not been previously reported.

      SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the
Indenture Trustee from time to time reasonable compensation for its services,
(ii) reimburse the Indenture Trustee for all reasonable expenses, advances and
disbursements reasonably incurred by it and (iii) indemnify the Indenture
Trustee for, and hold it harmless against, any and all loss, liability or
expense (including reasonable attorneys' fees) incurred by it in connection with
the administration of the Issuer or the performance of its duties. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Indenture Trustee shall notify the Issuer and
the Servicer promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve
the Issuer or the Servicer of its obligations hereunder. The Servicer shall
defend any such claim, and the Indenture Trustee may have separate counsel and
the Servicer shall pay the fees and expenses of such counsel. The Indenture
Trustee shall not be indemnified by the Servicer against any loss, liability or
expense incurred by it through its own willful misconduct, negligence or bad
faith, except that the Indenture Trustee shall not be liable (i) for any error
of judgment made by it in good faith unless it is proved that the Indenture
Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it from the Noteholders in accordance with the terms of
this Indenture and (iii) for interest on any money received by it except as the
Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee
shall not be deemed to have knowledge of any event unless an officer of the
Indenture Trustee has actual knowledge thereof or has received written notice
thereof.

      The Servicer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Indenture Default set forth
in Section 5.01(e) or (f) with respect to the Issuer, the expenses are intended
to constitute expenses of administration under the Bankruptcy Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

      SECTION 6.08 Replacement of Indenture Trustee. Noteholders holding not
less than a Majority Interest of the Notes, voting together as a single class,
may remove the Indenture Trustee without cause by so notifying the Indenture
Trustee and the Issuer, and following such removal may appoint a successor
Indenture Trustee. The Issuer shall give prompt written notice


                                                                       Indenture
                                       33

to each Rating Agency of such removal. The Indenture Trustee may resign at any
time by so notifying the Issuer, the Servicer and each Rating Agency. The Issuer
shall remove the Indenture Trustee if:

            (i) the Indenture Trustee fails to comply with Section 6.11;

            (ii) a court having jurisdiction in the premises in respect of the
      Indenture Trustee in an involuntary case or proceeding under federal or
      state banking or bankruptcy laws, as now or hereafter constituted, or any
      other applicable federal or state bankruptcy, insolvency or other similar
      law, shall have entered a decree or order granting relief or appointing a
      receiver, liquidator, assignee, custodian, trustee, conservator,
      sequestrator (or similar official) for the Indenture Trustee or for any
      substantial part of the Indenture Trustee's property, or ordering the
      winding-up or liquidation of the Indenture Trustee's affairs, provided any
      such decree or order shall have continued unstayed and in effect for a
      period of 30 consecutive days;

            (iii) the Indenture Trustee commences a voluntary case under any
      federal or state banking or bankruptcy laws, as now or hereafter
      constituted, or any other applicable federal or state bankruptcy,
      insolvency or other similar law, or consents to the appointment of or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      conservator, sequestrator or other similar official for the Indenture
      Trustee or for any substantial part of the Indenture Trustee's property,
      or makes any assignment for the benefit of creditors or fails generally to
      pay its debts as such debts become due or takes any corporate action in
      furtherance of any of the foregoing; or

            (iv) the Indenture Trustee otherwise becomes incapable of acting.

      Upon the resignation or required removal of the Indenture Trustee, or the
failure of the Noteholders to appoint a successor Indenture Trustee following
the removal without cause of the Indenture Trustee (the Indenture Trustee in any
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall be required promptly to appoint a successor Indenture Trustee. Any
successor Indenture Trustee must at all times have a combined capital and
surplus of at least $50,000,000, a long-term debt rating of "A" or better by
Standard & Poor's, Moody's and Fitch (if rated by Fitch) or be otherwise
acceptable to each Rating Agency and satisfy the requirements of Section 310(a)
of the TIA. Additionally, prior to the appointment of any successor Indenture
Trustee, the Rating Agency Condition must be satisfied with respect to such
successor Indenture Trustee.

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective
and the successor Indenture Trustee, without any further act, deed or
conveyance, shall have all the rights, powers and duties of the Indenture
Trustee under this Indenture, subject to satisfaction of the Rating Agency
Condition. The successor Indenture Trustee shall mail a notice of its succession
to the Noteholders and the Cap Provider. The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.


                                                                       Indenture
                                       34

      If a successor Indenture Trustee does not take office within 30 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or Noteholders holding not less than a Majority Interest of
the Notes, voting together as a single class, may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

      If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

      Any resignation or removal of the Indenture Trustee and appointment of a
successor Indenture Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Indenture Trustee pursuant to this Section and payment of all fees and expenses
owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the
Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall
be entitled to payment or reimbursement of such amounts as such Person is
entitled pursuant to Section 6.07.

      SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to another corporation
or depository institution the resulting, surviving or transferee corporation,
without any further act, shall be the successor Indenture Trustee; provided,
that such corporation or depository institution shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide each Rating
Agency prior written notice of any such transaction.

      In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture, the Notes shall have been authenticated but not delivered, any
such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Notes so
authenticated, and in case at that time the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee, and in all such cases such certificates
shall have the full force that it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

      SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

      (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture Trustee
and the Administrative Agent acting jointly shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Collateral, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Trust Estate
or any part hereof and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee and the
Administrative Agent may consider necessary or desirable. If the Administrative
Agent shall not have joined in such appointment within 15 days after it received
a request that it so join, the


                                                                       Indenture
                                       35

Indenture Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders or the Cap Provider of the appointment of any co-trustee or separate
trustee shall be required under Section 6.08.

      (b) Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being intended that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act or acts are to be performed,
      the Indenture Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Collateral or any 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.


                                                                       Indenture
                                       36

      SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at
all times satisfy the requirements of Section 310(a) of the TIA and shall in
addition have a combined capital and surplus of at least $50,000,000 (as set
forth in its most recent published annual report of condition) and a long-term
debt rating of "A" or better by Standard & Poor's, Moody's and Fitch (if rated
by Fitch) or be otherwise acceptable to each Rating Agency. The Indenture
Trustee shall satisfy the requirements of Section 310(b) of the TIA, including
the optional provision permitted by the second sentence of TIA Section
310(b)(9); provided, however, that there shall be excluded form the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities
of the Issuer are outstanding if the requirements for such exclusions set forth
in TIA Section 310(b)(1) are met. The Transferor, the Administrative Agent, the
Servicer and their respective Affiliates may maintain normal commercial banking
relationships with the Indenture Trustee and its Affiliates, but neither the
Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee.

      SECTION 6.12 Trustee as Holder of the 2003-A SUBI Certificate. So long as
any Notes are Outstanding, to the extent that the Owner Trustee or the Issuer
has rights as a Holder of the 2003-A SUBI Certificate, including rights to
distributions and notice, or is entitled to consent to any actions taken by the
Transferor, the Owner Trustee or the Issuer may initiate such action or grant
such consent only with consent of the Indenture Trustee. To the extent that the
Indenture Trustee has rights as a Holder of the 2003-A SUBI Certificate or has
the right to consent or withhold consent with respect to actions taken by the
Transferor, the Owner Trustee or the Issuer, such rights shall be exercised or
consent granted (or withheld) upon the written direction of Holders not less
than a Majority Interest of the Notes voting together as a single class;
provided, however, that subject to Section 3.07, any direction to the Indenture
Trustee to remove or replace the Servicer upon a Servicer Default shall be made
by Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting
together as a single class, and with respect to Section 11.15, such direction
shall require the written direction of Noteholders holding 100% of the
Outstanding Amount.

      SECTION 6.13 Representations and Warranties of Indenture Trustee. The
Indenture Trustee hereby makes the following representations and warranties on
which the Issuer and Noteholders shall rely:

            (i) the Indenture Trustee is a national banking association duly
      organized, validly existing and in good standing under the laws of the
      United States; and

            (ii) the Indenture Trustee has full power, authority and legal right
      to execute, deliver, and, perform this Indenture and shall have taken all
      necessary action to authorize the execution, delivery and performance by
      it of this Indenture.

      SECTION 6.14 Furnishing of Documents. The Indenture Trustee shall furnish
to any Noteholder promptly upon receipt of a written request by such Noteholder
(at the expense of the requesting Noteholder) therefor, duplicates or copies of
all reports, notices, requests, demands, certificates and any other instruments
furnished to the Indenture Trustee under the Basic Documents.


                                                                       Indenture
                                       37

      SECTION 6.15 Interest Rate Cap Agreement Provisions. The Issuer has
entered into the Interest Rate Cap Agreement, in the form satisfactory to the
Rating Agencies, to hedge the floating rate interest expense on the Class A-3a
Notes. The Issuer may, from time to time, enter into one or more replacement
Interest Rate Cap Agreements if any Interest Rate Cap Agreement is terminated
prior to its scheduled expiration pursuant to a Cap Event of Default or a Cap
Termination Event.

      (a) Except as provided in Section 8.03 of the Servicing Agreement, the
Indenture Trustee will be responsible for collecting Cap Payments and any Cap
Termination Payments payable by the Cap Provider.

      (b) Upon the occurrence of (i) any Cap Event of Default arising from any
action taken, or failure to act, by the Cap Provider, or (ii) any Cap
Termination Event (except as described in the following sentence) with respect
to which the Cap Provider is an "Affected Party" (as defined in the Interest
Rate Cap Agreement), the Indenture Trustee may and will, at the direction of
Noteholders holding not less than a Majority Interest of the Notes, voting
together as a single class, by notice to the Cap Provider, designate an "Early
Termination Date" (as defined in the Interest Rate Cap Agreement) with respect
to the Interest Rate Cap Agreement. If a Cap Termination Event occurs as a
result of the insolvency or bankruptcy of the Cap Provider, which event has not
been otherwise cured under the terms of the Interest Rate Cap Agreement, the
Indenture Trustee will terminate the Interest Rate Cap Agreement.

      (c) The Indenture Trustee, as assignee of the rights of the Issuer under
the Interest Rate Cap Agreement, may enter into any amendment or supplement to
the Interest Rate Cap Agreement (i) to cure any ambiguity or mistake, (ii) to
correct any defective provisions or to correct or supplement any provision
therein that may be inconsistent with any other provision therein or with the
Indenture or (iii) to add any other provisions with respect to matters or
questions arising under the Interest Rate Cap Agreement; provided, in the case
of clause (iii), that such amendment will not adversely affect in any material
respect the interest of any Noteholder. Any such amendment shall be deemed not
to adversely affect in any material respect the interests of any Noteholder if
Standard & Poor's and Fitch deliver a letter to the Indenture Trustee to the
effect that the amendment will not result in a Rating Event, and if the
Indenture Trustee has provided Moody's with 10 days prior written notice of the
amendment and Moody's shall not have notified the Indenture Trustee or the Owner
Trustee that the amendment might or would result in a Rating Event.

      (d) The Indenture Trustee shall notify the Cap Provider of any proposed
amendment or supplement to any of the Basic Documents. If such proposed
amendment or supplement would adversely affect any of the Cap Provider's rights
or obligations under the Interest Rate Cap Agreement, the Indenture Trustee
shall obtain the consent of the Cap Provider prior to the adoption of such
amendment or supplement; provided, that the Cap Provider's consent to any such
amendment or supplement shall not be unreasonably withheld, and provided,
further, that the Cap Provider's consent will be deemed to have been given if
the Cap Provider does not object in writing within 10 days of receipt of a
written request for such consent.

      SECTION 6.16 Preferred Collection of Claims Against Issuer. The Indenture
Trustee shall comply with TIA 311(a), excluding any creditor relationship listed
in TIA Section


                                                                       Indenture
                                       38

311(b). An Indenture Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated.

                                 ARTICLE SEVEN

                         NOTEHOLDERS' LISTS AND REPORTS

      SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses. The
Note Registrar shall furnish or cause to be furnished to the Indenture Trustee,
the Owner Trustee, the Servicer or the Administrative Agent, within 15 days
after receipt by the Note Registrar of a written request therefrom, a list of
the names and addresses of the Noteholders of any Class as of the most recent
Deposit Date. If three or more Noteholders, or one or more Holders evidencing
not less than 25% of the Outstanding Amount of the Notes (hereinafter referred
to as "Applicants"), apply in writing to the Indenture Trustee, and such
application states that the Applicants desire to communicate with other
Noteholders with respect to their rights under this Indenture or under the Notes
and such application is accompanied by a copy of the communication that such
Applicants propose to transmit, then the Indenture Trustee shall, within five
Business Days after the receipt of such application, afford such Applicants
access, during normal business hours, to the current list of Noteholders. The
Indenture Trustee may elect not to afford the requesting Noteholders access to
the list of Noteholders if it agrees to mail the desired communication by proxy,
on behalf of and at the expense of the requesting Noteholders, to all
Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the
Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner
Trustee, the Issuer, the Servicer or the Administrative Agent shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Noteholders under this Indenture, regardless of the source
from which such information was derived.

      If the Indenture Trustee shall cease to be the Note Registrar, then
thereafter the Issuer shall furnish or cause to be furnished to the Indenture
Trustee (i) not more than five days after each Deposit Date a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Noteholders as of such Deposit Date and (ii) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than ten days prior to the time such list is furnished.

      Notwithstanding the foregoing, so long as the Indenture Trustee is the
Note Registrar no such list shall be required to be furnished to the Indenture
Trustee, and so long as the Notes are issued as Book-Entry Notes, no such list
shall be required to furnished to the Indenture Trustee, Owner Trustee, Servicer
or Administrative Agent.

      SECTION 7.02 Preservation of Information; Communications to Noteholders.

      (a) The Indenture Trustee shall preserve in as current a form as is
reasonably practicable the names and addresses of the Noteholders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
7.01 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt of a new list so
furnished.


                                                                       Indenture
                                       39

      (b) Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

      (c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIA Section 3.12(c).

      SECTION 7.03 Reports by Issuer.

      (a) The Issuer shall:

            (i) file with the Indenture Trustee, within 15 days after the Issuer
      is required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by the rules and regulations prescribe) that the Issuer may be
      required to file with the Commission pursuant to Section 13 or 15(d) of
      the Exchange Act;

            (ii) file with the Indenture Trustee and the Commission in
      accordance with the rules and regulations prescribed from time to time by
      the Commission such additional information, documents and reports with
      respect to compliance by the Issuer with the conditions and covenants of
      this Indenture as may be required from time to time by such rules and
      regulations; and

            (iii) supply to the Indenture Trustee (and the Indenture Trustee
      shall transmit by mail to all Noteholders described in TIA Section 313(c))
      such summaries of any information, documents and reports required to be
      filed by the Issuer pursuant to clauses (i) and (ii) of this Section
      7.03(a) and by rules and regulations prescribed from time to time by the
      Commission.

      (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on March 31 of each year, unless the fiscal year of the Servicer ends
on some other date, in which case, the fiscal year of the Issuer shall be the
same as the fiscal year of the Servicer.

      SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each March 31, beginning with March 31, 2004, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

      A copy of each report at the time of its mailing to Noteholders shall be
filed by the Indenture Trustee with the Commission and each stock exchange, if
any, on which the Notes are listed. The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange.


                                                                       Indenture
                                       40

                                 ARTICLE EIGHT

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

      SECTION 8.01 Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim an Indenture Default under this
Indenture and any right to proceed thereafter as provided in Article Five.

      SECTION 8.02 Accounts.

      (a) Pursuant to Section 5.01 of the Trust Agreement, there has been
established and there shall be maintained an Eligible Account (initially at U.S.
Bank) in the name of the Indenture Trustee until the Outstanding Amount is
reduced to zero, and thereafter, in the name of the Owner Trustee, which is
designated as the "Reserve Account". The Reserve Account shall be held for the
benefit of the Securityholders, and shall bear a designation clearly indicating
that the funds on deposit therein are held for the benefit of the
Securityholders. The Reserve Account shall be under the sole dominion and
control of the Indenture Trustee until the Outstanding Amount has been reduced
to zero, and thereafter under the sole dominion and control of the Owner
Trustee.

      (b) The Issuer shall cause the Transferor, prior to the Closing Date,
establish and maintain an Eligible Account in the name of the Indenture Trustee
on behalf of the Noteholders, which shall be designated as the "Note
Distribution Account". The Note Distribution Account shall be held in trust for
the benefit of the Noteholders. The Note Distribution Account shall be under the
sole dominion and control of the Indenture Trustee.

      (c) All monies deposited from time to time in the Accounts pursuant to
this Indenture or the 2003-A Servicing Supplement shall be held by the Indenture
Trustee as part of the Collateral and shall be applied to the purposes herein
provided. If any Account shall cease to be an Eligible Account, the Indenture
Trustee, until the Outstanding Amount has been reduced to zero, and thereafter
with respect to the Reserve Account, the Owner Trustee shall, as necessary,
assist the Servicer in causing each Account to be moved to an institution at
which it shall be an Eligible Account.

      SECTION 8.03 Payment Date Certificate.

      (a) Prior to 3:00 p.m., New York City time on the second Business Day
preceding each Payment Date, the Issuer shall cause the Servicer, to deliver to
the Indenture Trustee, the Owner Trustee and each Paying Agent hereunder or
under the Trust Agreement, a certificate (the


                                                                       Indenture
                                       41

"Payment Date Certificate") including, among other things, the following
information with respect to such Payment Date and the related Collection Period
and Accrual Period:

            (i) the amount of SUBI Collections allocable to the 2003-A SUBI
      Certificate;

            (ii) Available Funds, including amounts with respect to each of
      items (i) through (iv) of the definition thereof;

            (iii) the amount of interest accrued during such Accrual Period on
      each Class of the Notes;

            (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the
      Class A-3a Note Balance, the Class-3b Balance, the Certificate Balance, in
      each case on the day immediately preceding such Payment Date;

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

            (vi) the Note Distribution Amount for each Class of Notes and the
      Certificate Distribution Amount;

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

            (viii) the amount of any principal paid on, and Principal Carryover
      Shortfall for, the Trust Certificates;

            (ix) the Monthly Principal Distributable Amount and the Optimal
      Principal Distributable Amount;

            (x) the Note Factor for each Class of the Notes and the Certificate
      Factor for the Trust Certificates after giving effect to the distribution
      of the Note Distribution Amount and the Certificate Distribution Amount,
      respectively;

            (xi) the aggregate amount of Residual Value Losses and Residual
      Value Surplus for such Collection Period;

            (xii) the amount of Sales Proceeds Advances and Monthly Payment
      Advances included in Available Funds;

            (xiii) the amount of any Payment Date Advance Reimbursement for such
      Collection Period;

            (xiv) the Cap Payments and/or any Cap Termination Payment received
      by the Issuer from the Cap Provider; and


                                                                       Indenture
                                       42

            (xv) the Servicing Fee for such Collection Period.

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

      (b) The Indenture Trustee shall have no duty or obligation to verify or
confirm the accuracy of any of the information or numbers set forth in the
Payment Date Certificate delivered to the Indenture Trustee in accordance with
this Section, and the Indenture Trustee shall be fully protected in relying upon
such Payment Date Certificate.

      SECTION 8.04 Disbursement of Funds.

      (a) On each Payment Date, prior to 11:00 a.m., New York City time, the
Titling Trustee (acting through the Trust Agent) shall, in accordance with the
related Payment Date Certificate and pursuant to the instructions of the
Servicer, transfer from the 2003-A SUBI Collection Account all Securityholder
Available Funds and apply such amount, in accordance with the following
priorities:

            (i) to the Note Distribution Account, for payment to the
      Noteholders, an amount equal to the interest accrued at the applicable
      Interest Rate for such Class of Notes during the related Accrual Period on
      the applicable Outstanding Amount (plus any accrued and unpaid interest
      with respect to any prior Accrual Period) for such Class (and, to the
      extent permitted by applicable law, interest on any overdue interest at
      the Overdue Interest Rate), on a pro rata basis;

            (ii) to the related Distribution Account the Monthly Principal
      Distributable Amount distributable to each Class of Notes and the Trust
      Certificates, in the following order of priority:

                  (A)   on any Payment Date (so long as the maturity of the
                        Notes has not been accelerated pursuant to Section
                        5.02):

                        (1) to the Class A-1 Notes until the Class A-1 Notes
                  have been paid in full;

                        (2) after the principal amount of the Class A-1 Notes is
                  reduced to zero, to the Class A-2 Notes until the Class A-2
                  Notes have been paid in full;

                        (3) after the principal amount of the Class A-2 Notes is
                  reduced to zero, to the Class A-3a Notes and the Class A-3b
                  Notes pro rata based on the principal balances of the Class
                  A-3a Notes and the Class A-3b Notes until the Class A-3a Notes
                  and Class A-3b Notes have been paid in full;

                        (4) after the principal amount of the Class A-3a Notes
                  and the Class A-3b Notes is reduced to zero, to the
                  Certificate Distribution


                                                                       Indenture
                                       43

                  Account for distribution of principal to the Trust
                  Certificateholders, until the Trust Certificates have been
                  paid in full; and

                  (B) on any Payment Date after the maturity of the Notes has
            been accelerated pursuant to Section 5.02:

                        (1) to the Class A-1 Noteholders (until the Class A-1
                  Notes have been paid in full) and second, to the other
                  Noteholders pro rata (based on the Outstanding Amount of each
                  such Class on such Payment Date), until all Notes have been
                  paid in full, and

                        (2) to the Certificate Distribution Account, for
                  distribution to the Trust Certificateholders for amounts due
                  and unpaid in respect of the principal amount of the Trust
                  Certificates, until the Trust Certificates have been paid in
                  full;

            (iii) until all Class of Notes have been paid in full, to the
      Reserve Account, any remaining funds, until the Reserve Account
      Requirement has been satisfied; and

            (iv) to the Certificate Distribution Account for the Transferor.

      (b) On each Payment Date, after taking into account amounts to be
distributed to Securityholders from the 2003-A SUBI Collection Account, the
Servicer will allocate the Reserve Account Draw Amount, if any, reflected in the
Payment Date Certificate, with respect to the related Collection Period and will
instruct the Indenture Trustee to make the following deposits and distributions
in the following amounts and order of priority, prior to 11:00 a.m., New York
City time:

            (i) to the Note Distribution Account, to pay any remaining interest
      due on the outstanding Notes on such Payment Date (and, to the extent
      permitted under applicable law, interest on any overdue interest at the
      Overdue Interest Rate); and

            (ii) to the Note Distribution Account, to pay principal of the Notes
      in the amounts and order of priority set forth in Section 8.04(a)(ii).

      (c) If on any Payment Date, after giving effect to all deposits to and
withdrawals from the Reserve Account, the amount on deposit in the Reserve
Account exceeds the Reserve Account Requirement, the Indenture Trustee shall
distribute any such excess amounts to the Transferor. Upon any such
distributions, the Securityholders will have no further rights in, or claims to
such amounts.

      (d) On each Payment Date or Redemption Date, from the amounts on deposit
in the Note Distribution Account, the Indenture Trustee shall duly and
punctually distribute payments of principal and interest on the Notes due and by
check mailed to the Person whose name appears as the registered holder of a Note
(or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes
registered on the Deposit Date in the name of (i) the nominee of DTC (initially,
such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of
DTC) that holds Notes with original


                                                                       Indenture
                                       44

denominations aggregating at least $1 million and has given the Indenture
Trustee appropriate written instructions at least five Business Days prior to
the related Deposit Date (which instructions, until revised, shall remain
operative for all Payment Dates thereafter), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee or Person. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Deposit Date without requiring that the Note be submitted for
notation of payment. Any reduction in the principal amount of any Note (or any
one or more Predecessor Notes) affected by any payments made on any Payment Date
or Redemption Date shall be binding upon all future holders of any Note issued
upon the registration of transfer thereof or in exchange hereof or in lieu
hereof, whether or not noted thereon. Amounts properly withheld under the Code
by any Person from payment to any Noteholder of interest or principal shall be
considered to have been paid by the Indenture Trustee to such Noteholder for
purposes of this Indenture. If funds are expected to be available, pursuant to
the notice delivered to the Indenture Trustee, for payment in full of the
remaining unpaid principal amount of the Notes on a Payment Date or Redemption
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify each Person who was the registered holder of a Note as of the
Deposit Date preceding the most recent Payment Date or Redemption Date by notice
mailed not less than 15 but no more than 30 days of such Payment Date or
Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of the Note at the Corporate Trust Office of the
Indenture Trustee or at the office of the Indenture Trustee's agent appointed
for such purposes located in The Borough of Manhattan in The City of New York.

      (e) On each Payment Date, the Indenture Trustee shall send by first class
mail an unaudited report (which may be or may be based upon the Payment Date
Certificate prepared by the Servicer) to each Person that was a Noteholder as of
the close of business on the related Deposit Date (which shall be Cede & Co. as
the nominee of DTC unless Definitive Notes are issued under the limited
circumstances described herein), and each Rating Agency setting forth the
following information with respect to such Payment Date or the related Deposit
Date or Collection Period, as the case may be:

            (i) the amount of SUBI Collections allocable to the 2003-A SUBI
      Certificate;

            (ii) the amount of Available Funds;

            (iii) the amount of interest accrued during such Accrual Period on
      each Class of the Notes;

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

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


                                                                       Indenture
                                       45

            (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 Note Factor for each Class of the Notes and the Certificate
      Factor for the Trust Certificates after giving effect to the distribution
      of the Note Distribution Amount and the Certificate Distribution Amount,
      respectively;

            (x) the aggregate amount of Residual Value Losses and Residual Value
      Surplus for such Collection Period;

            (xi) the amount of Sales Proceeds Advances and Monthly Payment
      Advances included in Available Funds;

            (xii) the amount of any Payment Date Advance Reimbursement for such
      Collection Period;

            (xiii) the Cap Payments and/or any Cap Termination Payment; and

            (xiv) the Servicing Fee for such Collection Period.

      Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and
(viii) above shall be expressed in the aggregate and as a dollar amount per
$1,000 of original principal balance of a Note or Trust Certificate, as
applicable. Note Owners may obtain copies of such reports upon a request in
writing to the Indenture Trustee at the Corporate Trust Office.

      SECTION 8.05 General Provisions Regarding Accounts.

      (a) For so long as no Default or Indenture Default shall have occurred and
be continuing, all of the funds in the Reserve Account shall be invested and
reinvested by the Indenture Trustee, until the Outstanding Amount of the Notes
has been reduced to zero and thereafter by the Owner Trustee, at the direction
of the Administrative Agent in Permitted Investments as set forth in Section
4.02(a) of the Titling Trust Agreement, which mature no later than the Deposit
Date succeeding the date of such investment, including those offered by the
Indenture Trustee or an Affiliate thereof. No such investment shall be sold
prior to maturity. Any investment earnings on the Reserve Account will be
taxable to the Transferor. On each Payment Date, net investment earnings on the
Reserve Account shall be deposited in the Reserve Account.

      (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way
be held liable by reason of any insufficiency in the Reserve Account resulting
from any loss on any Permitted Investment included therein, except for losses
attributable to the Indenture Trustee's failure to make payments on any such
Permitted Investments issued by the Indenture Trustee in its commercial capacity
as principal obligor and not as trustee, in accordance with their terms.


                                                                       Indenture
                                       46

      (c) If (i) the Administrative Agent shall have failed to give investment
directions for any funds on deposit in the Reserve Account to the Indenture
Trustee by 3:00 p.m., New York City time (or such other time as may be agreed by
the Administrative Agent and Indenture Trustee), on any Business Day or (ii) a
Default or Indenture Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable pursuant
to Section 5.02 or (iii) if the Notes shall have been declared due and payable
following an Indenture Default, amounts collected or receivable from the Trust
Estate are being applied in accordance with Section 5.05 as if there had not
been such a declaration, then the Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in investments that are Permitted
Investments as set forth in paragraph (vi) of the definition thereof.

      SECTION 8.06 Release of Trust Estate.

      (a) Subject to the payment of its fees and expenses pursuant to Section
6.07, the Indenture Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any monies.

      (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Trust Accounts. Such
release shall include delivery to the Issuer or its designee of the 2003-A SUBI
Certificate and delivery to the Securities Intermediary under the Control
Agreement of a certificate evidencing the release of the lien of this Indenture
and transfer of dominion and control over the Reserve Account to the Owner
Trustee. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section only upon receipt of a Issuer Request.

      SECTION 8.07 Release of Interest In 2003-A Leases and 2003-A Vehicles Upon
Purchase or Reallocation by the Servicer.

      (a) Upon the reallocation or purchase of any 2003-A Lease and related
2003-A Leased by the Servicer pursuant to Section 8.02 of the Servicing
Agreement, the Indenture Trustee, on behalf of the Noteholders, shall, without
further action, be deemed to release from the lien of this Indenture any and all
rights to receive monies due or to become due with respect to such purchased or
reallocated 2003-A Lease and related 2003-A Vehicle and all proceeds thereof and
the other property with respect to such 2003-A Lease and related 2003-A Vehicle,
and all security and any documents relating thereto, and such 2003-A Lease and
related 2003-A Vehicle and all such related security and documents shall be free
of any further obligation to the Issuer, the Indenture Trustee or the
Noteholders.

      (b) The Indenture Trustee shall execute such documents and instruments and
take such other actions as shall be reasonably requested by the Servicer to
effect the release of such


                                                                       Indenture
                                       47

rights with respect to such 2003-A Lease and related 2003-A Vehicle pursuant
hereto and the assignment of such 2003-A Lease and 2003-A Vehicle by the Issuer.

      SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at
least seven day notice when requested by the Issuer to take any action pursuant
to Section 8.06(a), accompanied by copies of any instruments involved, and the
Indenture Trustee may also require (and shall require, to the extent required by
the TIA), except in connection with any action contemplated by Section 8.06(b),
as a condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the
Notes or the rights of the Noteholders in contravention of the provisions of
this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate. Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

      SECTION 9.01 Supplemental Indentures Without Consent of Noteholders.

      (a) Without the consent of the Noteholders, but with prior notice to each
Rating Agency and subject to the satisfaction of the Rating Agency Condition,
the Issuer and the Indenture Trustee, when so requested by a Issuer Request, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for any of
the following purposes:

            (i) to correct or amplify the description of any property at any
      time subject to the Lien of this Indenture, or better to assure, convey or
      confirm unto the Indenture Trustee any property subject or required to be
      subjected to the lien of this Indenture, or to subject additional property
      to the lien of this Indenture;

            (ii) to evidence the succession, in compliance with the applicable
      provisions hereof, of another Person to the Issuer and the assumption by
      any such successor of the covenants of the Issuer contained herein and in
      the Notes;

            (iii) to add to the covenants of the Issuer for the benefit of the
      Noteholders or to surrender any right or power herein conferred upon the
      Issuer;

            (iv) to convey, transfer, assign, mortgage or pledge any property to
      or with the Indenture Trustee;

            (v) to cure any ambiguity, correct or supplement any provision
      herein or in any supplemental indenture that may be defective or
      inconsistent with any other provision herein or in any supplemental
      indenture or make any other provisions with


                                                                       Indenture
                                       48

      respect to matters or questions arising under this Indenture or in any
      supplemental indenture that shall not be inconsistent with the provisions
      of this Indenture; provided that such other provisions shall not adversely
      affect the interests of the Noteholders; or

            (vi) to evidence and provide for the acceptance of the appointment
      hereunder by a successor trustee with respect to the Notes or to add to or
      change any of the provisions of this Indenture as shall be necessary to
      facilitate the administration of the trusts hereunder by more than one
      trustee, pursuant to the requirements of Article Six.

      The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations as may be therein contained.

      (b) The Issuer and the Indenture Trustee, when requested by a Issuer
Request, may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or for the purpose of modifying in any
manner (other than the modifications set forth in Section 9.02, which require
consent of the Holder of each Note affected thereby) the rights of the
Noteholders under this Indenture; provided, however, that (i) such action shall
not materially adversely affect the interests of any Noteholder, (ii) the Rating
Agency Condition shall have been satisfied with respect to such action and (iii)
such action shall not, as evidenced by an Opinion of Counsel, (A) affect the
treatment of the Notes as debt for federal income tax purposes, (B) be deemed to
cause a taxable exchange of the Notes for federal income tax purposes or (C)
cause the Issuer, the Transferor or the Titling Trust to be taxable as an
association (or a publicly traded partnership) taxable as a corporation for
federal income tax purposes.

      SECTION 9.02 Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when requested by a Issuer Request, also may,
with the consent of Noteholders holding not less than a Majority Interest of the
Notes voting together as a single class, by Act of such Noteholders delivered to
the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture
subject to the satisfaction of the Rating Agency Condition and provided that no
such supplemental indenture shall, without the consent of the Noteholder of each
Outstanding Note affected thereby:

      (a) change the Note Final Scheduled Payment Date of or the date of payment
of any installment of principal of or interest on any Note, or reduce the
principal amount thereof, the interest rate thereon or the Redemption Price with
respect thereto, change the provision of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Estate
to payment of principal of or interest on the Notes, or change any place of
payment where, or the coin or currency in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article Five, to the payment of any such amount due on
the Notes on or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);


                                                                       Indenture
                                       49

      (b) reduce the percentage of the Outstanding Amount, the consent of the
Noteholders of which is required for any such supplemental indenture or the
consent of the Noteholders of which is required for any waiver of compliance
with provisions of this Indenture or Indenture Defaults hereunder and their
consequences provided for in this Indenture;

      (c) modify or alter the provisions of the proviso to the definition of the
term "Outstanding";

      (d) reduce the percentage of the Outstanding Amount required to direct the
Indenture Trustee to direct the Owner Trustee to sell the Trust Estate pursuant
to Section 5.04, if the proceeds of such sale would be insufficient to pay the
Outstanding Amount plus accrued but unpaid interest on the Notes;

      (e) modify any provision of this Section, except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the other Basic Documents cannot be modified or waived without
the consent of the Noteholder of each Outstanding Note affected thereby;

      (f) modify any of the provisions of this Indenture in such manner as to
affect the calculation of the amount of any payment of interest or principal due
on any Note on any Payment Date (including the calculation of any of the
individual components of such calculation);

      (g) permit the creation of any lien ranking prior to or on a parity with
the lien of this Indenture with respect to any part of the Trust Estate or,
except as otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder
of the security provided by the lien of this Indenture; or

      (h) impair the right to institute suit for the enforcement of payment as
provided in Section 5.07.

      Any such supplemental indenture shall be executed only upon delivery of an
Opinion of Counsel to the same effect as in Section 9.01(b). The Indenture
Trustee may in its discretion determine whether or not any Notes would be
affected by any supplemental indenture and any such determination shall be
conclusive upon all Noteholders, whether theretofore or thereafter authenticated
and delivered hereunder. The Indenture Trustee shall not be liable for any such
determination made in good faith.

      It shall not be necessary for any Act of Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

      Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Noteholders to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


                                                                       Indenture
                                       50

      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
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer, the Owner Trustee and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and shall be deemed to be part of
the terms and conditions of this Indenture for any and all purposes.

      SECTION 9.05 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                  ARTICLE TEN

                              REDEMPTION OF NOTES

      SECTION 10.01 Redemption.

      (a) Pursuant to Section 9.01 of the Trust Agreement, the Servicer shall be
permitted at its option to purchase the 2003-A SUBI Certificate from the Issuer
on any Redemption Date relating to the exercise of an Optional Purchase. In
connection with the exercise of an Optional Purchase, the Servicer will deposit
the Optional Purchase Price into the 2003-A SUBI Collection Account on the
Deposit Date relating to the Redemption Date. In connection with an Optional
Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not
in part, for the Redemption Price and the 2003-A SUBI Certificate shall be
delivered to or upon the order of the Servicer.

      (b) In connection with the exercise of an Optional Purchase, on the
Redemption Date, prior to 11:00 a.m., New York City time, the Servicer shall
transfer the Optional Purchase Price as part of the Available Funds from the
2003-A SUBI Collection Account as follows: (i) to the


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                                       51

Note Distribution Account, the Redemption Price and (ii) to the Certificate
Distribution Account, the Repayment Price.

      (c) If the Notes are to be redeemed pursuant to this Section, the
Administrative Agent or the Issuer shall provide at least 20 days' prior notice
of the redemption of the Notes to the Indenture Trustee, the Owner Trustee and
the Cap Provider, and the Indenture Trustee shall provide at least 15 days' (but
no more than 30 days') notice thereof to the Noteholders.

      SECTION 10.02 Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, mailed to each Holder of Notes as of the close of business on
the Deposit Date preceding the applicable Redemption Date at such Holder's
address appearing in the Note Register. In addition, the Administrative Agent
shall notify each Rating Agency upon the redemption of the Notes, pursuant to
the Trust Administration Agreement.

      All notices of redemption shall state:

      (a) the Redemption Date;

      (b) the Redemption Price;

      (c) the place where the Notes to be redeemed are to be surrendered for
payment of the Redemption Price (which shall be the office or agency of the
Issuer to be maintained as provided in Section 3.02); and

      (d) that on the Redemption Date, the Redemption Price will become due and
payable upon each such Note and that interest thereon shall cease to accrue from
and after the Redemption Date.

      Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. Failure to give notice of
redemption (or any defect therein) to any Noteholder shall not impair or affect
the validity of the redemption of any other Note.

      SECTION 10.03 Notes Payable on Redemption Date. The Notes to be redeemed
shall, following notice of redemption as required by Section 10.02, become due
and payable on the Redemption Date at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Price.

                                 ARTICLE ELEVEN

                                 MISCELLANEOUS

      SECTION 11.01 Compliance Certificates and Opinions.

      (a) Upon any application or request by the Issuer to the Indenture Trustee
to take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee and each Rating Agency (i) an Officer's
Certificate stating that all conditions precedent, if any,


                                                                       Indenture
                                       52

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;

            (iii) a statement that, in the opinion of each such signatory, such
      signatory has made such examination or investigation as is necessary to
      enable such signatory to express an informed opinion as to whether or not
      such covenant or condition has been complied with; and

            (iv)  a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

      (b) In addition to any obligation imposed in Section 11.01(a) or elsewhere
in this Indenture:

            (i)   Prior to the deposit of any Collateral or other property or
      securities with the Indenture Trustee that is to be made the basis for the
      release of any property or securities subject to the lien of this
      Indenture, the Issuer shall furnish to the Indenture Trustee (if so
      requested by the Indenture Trustee or required by the TIA) an Officer's
      Certificate certifying or stating the opinion of each Person signing such
      certificate as to the fair value (within 90 days of such deposit) to the
      Issuer of the Collateral or other property or securities to be so
      deposited.

            (ii)  Whenever the Issuer would be required to furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (i)
      above if such an Officer's Certificate had been required by the Indenture
      Trustee or required by the TIA, regardless of whether such an Officer's
      Certificate was so requested or required, the Issuer shall deliver to the
      Indenture Trustee an Independent Certificate as to the same matters, if
      the fair value of the property or securities to be so deposited and of all
      other such securities made the basis of any such withdrawal or release
      since the commencement of the then-current calendar year of the Issuer, as
      set forth in the Officer's Certificate delivered pursuant to clause (i)
      above, is 10% or more of the Outstanding Amount; provided, however, such
      Independent Certificate need not be furnished with respect to any
      securities so deposited, if the fair


                                                                       Indenture
                                       53

      value thereof to the Issuer as set forth in the related Officer's
      Certificate is less than $25,000 or less than 1% of the Outstanding
      Amount.

            (iii) Other than with respect to any release described in clause (A)
      or (B) of Section 11.01(b)(v), whenever any property or securities are to
      be released from the lien of this Indenture, the Issuer shall also furnish
      to the Indenture Trustee (if so requested by the Indenture Trustee or
      required by the TIA) an Officer's Certificate certifying or stating the
      opinion of each Person signing such certificate as to the fair value
      (within 90 days of such release) of the property or securities proposed to
      be released and stating that in the opinion of such Person, the proposed
      release will not impair the security under this Indenture in contravention
      of the provisions hereof.

            (iv)  Whenever the Issuer would be required to furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (iii)
      above if such an Officer's Certificate had been required by the Indenture
      Trustee or required by the TIA, regardless of whether such an Officer's
      Certificate was so requested or required, the Issuer shall furnish to the
      Indenture Trustee an Independent Certificate as to the same matters, if
      the fair value of the property or securities and of all other property, or
      securities (other than property described in clauses (A) or (B) of Section
      11.01(b)(v)) released from the lien of this Indenture since the
      commencement of the then current calendar year, as set forth in the
      Officer's Certificates required by clause (iii) above and this clause,
      equals 10% or more of the Outstanding Amount, but such Officer's
      Certificate need not be furnished in the case of any release of property
      or securities if the fair value thereof as set forth in the related
      Officer's Certificate is less than $25,000 or less than 1% of the
      Outstanding Amount.

            (v)   Notwithstanding Section 2.08 or any other provision of this
      Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose
      of the Collateral as and to the extent permitted or required by the Basic
      Documents and (B) make cash payments out of the Accounts as and to the
      extent permitted or required by the Basic Documents.

      SECTION 11.02 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

      Any certificate or opinion of an Authorized Officer may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of or representations by an officer or officers of the Administrative
Agent, the Transferor or the Issuer, stating that the information with respect
to such factual matters is in the possession of the Administrative Agent,


                                                                       Indenture
                                       54

the Transferor or the Issuer, unless such officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any terms hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article Six.

      SECTION 11.03 Acts of Noteholders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by agents duly appointed
in writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Noteholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Indenture Trustee and the Issuer, if made in the manner provided in this
Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

      (c) The ownership of Notes shall be proved by the Note Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the holder of any Note shall bind the holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

      SECTION 11.04 Notices. All demands, notices and communications hereunder
shall be in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by telecopier, and addressed in each case as follows: (i) if to the
Issuer c/o the Owner Trustee, at Rodney Square North, 1100 N. Market Street,
Wilmington, Delaware 19890 (telecopier no. (302) 651-8882),


                                                                       Indenture
                                       55

Attention: Corporate Trust Administration with a copy to the Administrative
Agent, at 990 West 190th Street, Torrance, California, 90502 (telecopier no.
(310) 324-2542), Attention: Treasurer; (ii) if to the Indenture Trustee, at
Wrigley Building, 400 N. Michigan Ave., 2nd Floor, Chicago, IL 60611 (telecopier
no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A; (iii) if to
Moody's, to 99 Church Street, New York, New York 10007 (telecopier no. (212)
553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor's, to
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York, 10041 (telecopier no. (212)
208-0030), Attention: Asset Backed Monitoring Group; (v) if to Fitch, at Fitch,
Inc., One State Street Plaza, New York, New York 10004 (telecopier no.(212)
480-4438), Attention: Romaana Zia ;or (vi) at such other address as shall be
designated by any of the foregoing in a written notice to the other parties
hereto. Delivery shall occur only upon receipt or reported tender of such
communication by an officer of the recipient entitled to receive such notices
located at the address of such recipient for notices hereunder.

      SECTION 11.05 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first class, postage prepaid to each Noteholder affected by such
event, at its address as it appears on the Note Register, not later than the
latest and not earlier than the earliest date prescribed for the giving of such
notice. In any case where notice to Noteholders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder shall affect the sufficiency of such notice with respect
to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.

      In case, by reason of the suspension of regular mail service as a result
of a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event of Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.

      Where this Indenture provides for notice to each Rating Agency, failure to
give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Indenture Default.

      SECTION 11.06 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 11.07 Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors.


                                                                       Indenture
                                       56

      SECTION 11.08 Severability. If any one or more of the covenants,
agreement, provisions or terms of this Indenture shall be for any reason
whatsoever held invalid or unenforceable in any jurisdiction, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements provisions or terms of this Indenture and shall
in no way affect the validity or enforceability of the other provisions of this
Indenture or of the Notes, the Interest Rate Cap Agreement or the Trust
Certificates or the rights of the Holders thereof.

      SECTION 11.09 Benefits of Indenture. Nothing in this Indenture or the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders (and, with respect to
Sections 8.03 and 8.04, the Trust Certificateholders), any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

      SECTION 11.10 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

      SECTION 11.11 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      SECTION 11.12 Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

      SECTION 11.13 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer accompanied by an Opinion of Counsel (who may be counsel
to the Indenture Trustee or any other counsel reasonably acceptable to the
Indenture Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture.

      SECTION 11.14 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
Trust Certificateholder, (iii) any owner of a beneficial interest in the Issuer
or (iv) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Owner Trustee in its individual capacity,
any Trust Certificateholder, the Owner Trustee or of the Indenture Trustee or
any successor or assign of the Indenture Trustee or the Owner Trustee


                                                                       Indenture
                                       57

in its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.

      SECTION 11.15 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder or Note Owner, by accepting a Note or in the case
of a Note Owner, a beneficial interest in a Note, hereby covenant and agree that
they will not institute, or join in instituting, any bankruptcy, reorganization,
arrangement, insolvency or liquidation Proceeding, or other Proceeding under
federal or State bankruptcy or similar laws for a period of one year and a day
after:

      (a) payment in full of all amounts due to each Holder in respect of the
UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the
Titling Trust and the Titling Trustee, without the consent of 100% of the
Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary,
the Transferor or any of their respective Affiliates); and

      (b) payment in full of the Notes, against the Transferor or the Issuer;
provided, however, that 100% of the Noteholders, or, if no Notes are then
outstanding, 100% of the Trust Certificateholders (in each case excluding the
Transferor and any of its Affiliates) may at any time institute or join in
instituting any bankruptcy, reorganization, insolvency or liquidation proceeding
against the Transferor or the Issuer.

      SECTION 11.16 No Recourse. Each Noteholder or Note Owner, by acceptance of
a Note or, in the case of a Note Owner, a beneficial interest in a Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith against (i) the Indenture Trustee or the Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its individual
capacity or any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

      SECTION 11.17 Inspection. The Issuer agrees that on reasonable prior
notice it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information, except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and


                                                                       Indenture
                                       58

except to the extent the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

      SECTION 11.18 Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by Wilmington Trust Company not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer and in no event shall
Wilmington Trust Company in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles Six, Seven and Ten of the Trust
Agreement.

      SECTION 11.19 Assignment of the Interest Rate Cap Agreement.

      (a) The Issuer, in furtherance of the covenants of this Indenture and as
security for the Notes and the performance and observance of the provisions
hereof, hereby assigns, transfers, conveys and sets over to the Indenture
Trustee, for the benefit of the Noteholders, all of the Issuer's estate, right,
title and interest in, to and under the Interest Rate Cap Agreement, including,
without limitation, (i) all of the Issuer's interest in all securities, monies
and proceeds held by the Cap Provider thereunder, (ii) the right to give all
notices, consents and releases thereunder, (iii) the right to give all notices
of termination and to take any legal action upon the breach of an obligation of
the Cap Provider, thereunder, including the commencement, conduct and
consummation of proceedings at law or in equity, (iv) the right to receive all
notices, accountings, consents, releases and statements thereunder and (v) the
right to do any and all other things whatsoever that the Issuer is or may be
entitled to do thereunder; provided so long as no Indenture Default has occurred
and is continuing hereunder, the Indenture Trustee hereby grants the Issuer a
license to exercise all of the Issuer's rights pursuant to the Interest Rate Cap
Agreement without notice to or the consent of the Indenture Trustee (except as
otherwise expressly required by this Indenture), which license shall be and is
hereby deemed to be automatically revoked upon the occurrence of any Indenture
Default until such time, if any, as the Indenture Default is cured or waived.
The Indenture Trustee shall have no liability with respect to any act or failure
to act by the Issuer under the Interest Rate Cap Agreement (provided that this
sentence shall not limit or relieve the Indenture Trustee from any
responsibility it may have under this Indenture upon the occurrence of and
during the continuance of any Indenture Default hereunder).

      (b) The assignment made hereby is executed as collateral security, and the
execution and delivery hereby shall not in any way impair or diminish the
obligations of the Issuer under the provisions of the Interest Rate Cap
Agreement, nor shall any of the obligations contained in the Interest Rate Cap
Agreement be imposed on the Indenture Trustee.

      (c) Upon the retirement of the Notes and the release of the Trust Estate
from the lien of this Indenture, this assignment and all rights herein assigned
to the Indenture Trustee for the benefit of the Noteholders shall cease and
terminate and all the estate, right, title and interest of the Indenture Trustee
and the Noteholders in, to and under the Interest Rate Cap Agreement shall


                                                                       Indenture
                                       59

revert to the Issuer and no further instrument or act shall be necessary to
evidence such termination and reversion.

      (d) The Issuer represents that the Issuer has not executed any other
assignment of the Interest Rate Cap Agreement.

      (e) The Issuer agrees that this assignment is irrevocable, and that it
will not take any action which is inconsistent with this assignment or make any
other assignment inconsistent herewith. The Issuer will, upon the request of the
Indenture Trustee, execute all instruments of further assurance and all such
supplemental instruments with respect to this assignment as the Indenture
Trustee may specify.

      (f) The Issuer further agrees, with respect to the Interest Rate Cap
Agreement, as follows:

            (i)   The Issuer will obtain on or before the Closing Date the
      acknowledgement by Cap Provider that the Issuer is assigning all of its
      right, title and interest in, to and under the Interest Rate Cap Agreement
      to the Indenture Trustee for the benefit of the Noteholders.

            (ii)  Prior to the occurrence of an Indenture Default the Issuer
      will deliver to the Indenture Trustee copies of all notices and
      communications delivered or required to be delivered to the Issuer
      pursuant to the Interest Rate Cap Agreement, but only if such notice or
      communication relates to any (i) default under, (ii) early termination or
      (iii) amendment of, the Interest Rate Cap Agreement.

            (iii) The Issuer will not enter into any agreement amending,
      modifying or terminating the Interest Rate Cap Agreement, without prior
      written consent of the Noteholders holding not less than a Majority
      Interest of the Notes, voting together as a single class, and written
      confirmation by the Rating Agencies that such amendment, modification or
      termination would not cause the ratings of any Class of Notes to be
      reduced or withdrawn; provided (A) that the consent of Noteholders holding
      not less than a Majority Interest of the Notes, voting together as a
      single class, and confirmation by the Rating Agencies shall not be
      required for an amendment or modification to cure any ambiguity or to
      correct or supplement any provision with respect to matters or questions
      arising under the Interest Rate Cap Agreement which shall not be
      inconsistent with the provisions thereof or of this Indenture, in each
      case so long as such amendment or modification does not affect in any
      material respects the interests of any Noteholder (as evidenced by an
      Opinion of Counsel acceptable to the Indenture Trustee) and (B) neither
      the consent of Noteholders holding not less than a Majority Interest of
      the Notes, voting together as a single class, confirmation by the Rating
      Agencies nor an Opinion of Counsel shall be required with respect to any
      amendment or modification that either only corrects a manifest error or is
      principally and manifestly for the benefit of the Noteholders.

      SECTION 11.20 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.


                                                                       Indenture
                                       60

      IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.

                              NISSAN AUTO LEASE TRUST 2003-A

                              By:  WILMINGTON TRUST COMPANY ,
                                   not in its individual capacity, but solely as
                                   Owner Trustee


                                   By: /s/ Anita E. Dallago
                                       -----------------------------------------
                                   Name: Anita E. Dallago
                                   Title: Senior Financial Services Officer

                              U.S. BANK NATIONAL ASSOCIATION, as Indenture
                              Trustee


                              By:  /s/ Patricia M. Child
                                   ---------------------------------------------
                                   Name: Patricia M. Child
                                   Title: Vice President

      Receipt of this original counterpart of this Agreement is hereby
acknowledged on this 29 day of October, 2003.

                              NILT, INC.,
                                   as Titling Trustee

                              By:  /s/ Patricia M. Child
                                   ---------------------------------------------
                                   Name: Patricia M. Child
                                   Title: President


                                                                       Indenture
                                      S-1

STATE OF DELAWARE

COUNTY OF NEW CASTLE

      BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared , known to me to be the person
and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said WILMINGTON TRUST
COMPANY, not in its individual capacity but as Owner Trustee of the NISSAN AUTO
LEASE TRUST 2003-A, a Delaware statutory trust, and that such person executed
the same as the act of said statutory trust for the purpose and consideration
therein expressed, and in the capacities therein stated.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of October, 2003.

                                  /s/ Kathleen A. Pedelini
                                  ----------------------------------------------
                                  Notary Public in and for the State of DELAWARE
                                                   ------------

(Seal)

My commission expires:

October 31, 2006
- ----------------


                                                                       Indenture

STATE OF ILLINOIS

COUNTY OF COOK

      BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared , known to me to be the person
and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said U.S. BANK NATIONAL
ASSOCIATION, not in its individual capacity but as Indenture Trustee of the
NISSAN AUTO LEASE TRUST 2003-A, a Delaware statutory trust, and that such person
executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24th day of October, 2003.

                                  /s/ Jacqueline Rios
                                  ----------------------------------------------
                                  Notary Public in and for the State of ILLINOIS
                                                   ------------

(Seal)

My commission expires:

June 13, 2007
- -------------


                                                                       Indenture

                                                                       EXHIBIT A


                             FORM OF CLASS A-1 NOTE

                      SEE REVERSE FOR CERTAIN DEFINITIONS

      UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.

      TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.

      THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO
TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES.

      THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED
BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR
ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY
TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS
PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE
RESERVE ACCOUNT.


                                                                       Indenture
                                      A-1

                         NISSAN AUTO LEASE TRUST 2003-A
                      _____ % ASSET BACKED NOTE, CLASS A-1

      REGISTERED                                                      $_________
      No. R-___                                             CUSIP NO.  _________

      Nissan Auto Lease Trust 2003-A, a statutory trust organized and existing
under the laws of the State of Delaware (including any permitted successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________________
($_____________) in monthly installments on the 15th day of each month, or if
such day is not a Business Day, on the immediately succeeding Business Day,
commencing on November 17, 2003 (each, a "Payment Date"), until the principal of
this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Class A-1 Note Balance as of the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), or as of the Closing Date in the case of the first Payment Date or if no
interest has yet been paid, at the rate per annum shown above (the "Interest
Rate"), in each case as and to the extent described below; provided, however,
that the entire Class A-1 Note Balance shall be due and payable on the earlier
of _________ (the "Note Final Scheduled Payment Date") and the Redemption Date,
if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay
interest on overdue installments of interest at the Interest Rate to the extent
lawful. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.


                                                                       Indenture
                                      A-2

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or by facsimile, by its Authorized Officer as of the date set forth
below.

      Dated: ________, 2003

                                              NISSAN AUTO LEASE TRUST 2003-A,

                                              By: WILMINGTON TRUST COMPANY,
                                                    as Owner Trustee


                                              By: ______________________________
                                                  Name:
                                                  Title:


               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

      Dated: _________, 2003                  U.S. BANK NATIONAL ASSOCIATION,
                                                     as Indenture Trustee


                                              By: ______________________________
                                                  Name:
                                                  Title:


                                                                       Indenture
                                      A-3

                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its "____% Asset Backed Notes, Class A-1" (herein called the
"Notes") issued under an Indenture, dated as of October 29, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and U.S. Bank National Association, as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, and the
Class A-3b Notes are and will be equally and ratably secured by the Collateral
pledged as security therefor as provided in the Indenture. However, to the
extent provided in the Indenture, each Class will receive principal payment
sequentially so that, except as otherwise provided in the Indenture, no
principal payments shall be made in respect of (i) the Class A-2 Notes until the
Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the
Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal
payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata
based on the principal balances of the Class A-3a Notes and the Class A-3b Notes
until they are paid in full.

      Principal payable on the Notes will be paid on each Payment Date in the
amount specified in the Indenture. As described above, the entire unpaid
principal amount of this Note will be payable on the earlier of the Note Final
Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the
Indenture. Notwithstanding the foregoing, under certain circumstances, the
entire unpaid principal amount of the Notes shall be due and payable following
the occurrence and continuance of an Indenture Default, as described in the
Indenture. In such an event, first, principal payments on the Class A-1 Notes
shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a
Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled
thereto.

      Payments of principal and interest on this Note due and payable on each
Payment Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the registered holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Deposit Date, except that with respect to Notes registered on the
Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to
be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds
Notes with original denominations aggregating at least $1 million and has given
the Indenture Trustee appropriate written instructions at least five Business
Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee or Person. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) affected by any payments made on any Payment Date
or


                                                                       Indenture
                                      A-4

Redemption Date shall be binding upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the remaining unpaid
principal amount of this Note on a Payment Date or Redemption Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the registered holder hereof as of the Deposit Date preceding
such Payment Date or Redemption Date by notice mailed within five days of such
Payment Date or Redemption Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Corporate Trust
Office of the Indenture Trustee or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

      As provided in the Indenture, the Servicer will be permitted at its option
to purchase the 2003-A SUBI Certificate from the Issuer on any Payment Date if,
either before or after giving effect to any payment of principal required to be
made on such Payment Date, the Securities Balance is less than or equal to 10%
of the Initial Securities Balance. The purchase price (the "Optional Purchase
Price") for the 2003-A SUBI Certificate shall equal the Securitization Value of
the 2003-A SUBI Assets plus the appraised value of any other property (other
than cash, in which case such value shall be amount of such funds held in cash)
held as part the Trust Assets (less liquidation expenses). The Redemption Price
for the Notes will equal the aggregate Note Balance, plus accrued and unpaid
interest thereon at the related Interest Rate (including to the extent allowed
by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into
the 2003-A SUBI Collection Account on the Deposit Date relating to the Payment
Date fixed for redemption. In connection with an Optional Purchase, the Notes
will be redeemed on such Payment Date in whole, but not in part, for the
Redemption Price and thereupon and the 2003-A SUBI Certificate shall be
delivered to the Servicer.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
Transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law,


                                                                       Indenture
                                      A-5

for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity.

      The Notes represent obligations of the Issuer only and do not represent
interests in, recourse to or obligations of the Transferor, the UTI
Beneficiaries or any of their respective Affiliates.

      Each Noteholder by acceptance of a Note, or in the case of a Note Owner,
by acceptance of a beneficial interest in the Notes, hereby covenants and agrees
that it will not institute, or join in instituting, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding, or other
Proceeding under federal or State bankruptcy or similar laws for a period of one
year and a day after:

      payment in full of all amounts due to each Holder in respect of the UTI,
the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the Titling
Trust and the Titling Trustee, without the consent of 100% of the Holders of the
2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary, the Transferor or
any of their respective Affiliates); and

      payment in full of the Notes, against the Transferor or the Issuer;
provided, however, that 100% of the Noteholders, or, if no Notes are then
outstanding, 100% of the Trust Certificateholders (in each case excluding the
Transferor and any of its Affiliates) may at any time institute or join in
instituting any bankruptcy, reorganization, insolvency or liquidation proceeding
against the Transferor or the Issuer.

      Prior to the due presentment for registration of transfer of this Note,
the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or
the Indenture Trustee may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor
any such agent shall be affected by notice to the contrary.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of Noteholders representing not less than a Majority
Interest of the Notes. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Amount, on
behalf of all Noteholders, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past Defaults under the Indenture and
their consequences. Any such consent or waiver by the Noteholder of this Note
(or any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders.

      The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.


                                                                       Indenture
                                      A-6

      This Note and the Indenture shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

      No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate and in the coin or currency herein prescribed.


                                                                       Indenture
                                      A-7

                                   ASSIGNMENT

      Social Security or taxpayer I.D. or other identifying number of assignee:

                            -------------------------

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------
                         (name and address of assignee)

      the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

      Dated:(1)

      Signature Guaranteed:



      ---------------------------------




- ----------
(1)   The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change whatsoever.


                                                                       Indenture
                                      A-8

                         FORM OF CLASS A-[2] [3b] NOTE

                      SEE REVERSE FOR CERTAIN DEFINITIONS

      UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.

      TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.

      THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO
TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES.

      THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED
BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR
ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY
TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS
PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE
RESERVE ACCOUNT.


                                                                       Indenture
                                      A-9

                         NISSAN AUTO LEASE TRUST 2003-A
                  _____ % ASSET BACKED NOTE, CLASS A-[2] [3b]

      REGISTERED                                                      $_________
      No. R-___                                             CUSIP NO.  _________

      Nissan Auto Lease Trust 2003-A, a statutory trust organized and existing
under the laws of the State of Delaware (including any permitted successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________________
($_____________) in monthly installments on the 15th day of each month, or if
such day is not a Business Day, on the immediately succeeding Business Day,
commencing on November 17, 2003 (each, a "Payment Date"), until the principal of
this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Class A-[2] [3b] Note Balance as of the period from and
including the 15th day of each month (after giving effect to all payments of
principal made on the preceding Payment Date) to but excluding the 15th day of
the immediately succeeding month, or as of the Closing Date in the case of the
first Payment Date or if no interest has yet been paid, at the rate per annum
shown above (the "Interest Rate"), in each case as and to the extent described
below; provided, however, that the entire [Class A-2] [Class A-3b] Note Balance
shall be due and payable on the earlier of _________ (the "Note Final Scheduled
Payment Date") and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. The Issuer shall pay interest on overdue installments of interest at
the Interest Rate to the extent lawful. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.


                                                                       Indenture
                                      A-10

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or by facsimile, by its Authorized Officer as of the date set forth
below.

      Dated: ________, 2003

                                              NISSAN AUTO LEASE TRUST 2003-A,

                                              By: WILMINGTON TRUST COMPANY,
                                                    as Owner Trustee


                                              By: ______________________________
                                                  Name:
                                                  Title:


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

      Dated: _________, 2003                  U.S. BANK NATIONAL ASSOCIATION,
                                                     as Indenture Trustee


                                              By: ______________________________
                                                  Name:
                                                  Title:


                                                                       Indenture
                                      A-11

                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its "____% Asset Backed Notes, Class A-[2] [3b]" (herein called
the "Notes") issued under an Indenture, dated as of October 29, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and U.S. Bank National Association, as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes and Class
A-3b Notes are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture. However, to the extent
provided in the Indenture, each Class will receive principal payment
sequentially so that, except as otherwise provided in the Indenture, no
principal payments shall be made in respect of (i) the Class A-2 Notes until the
Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the
Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal
payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata
based on the principal balances of the Class A-3a Notes and the Class A-3b Notes
until they are paid in full.

      Principal payable on the Notes will be paid on each Payment Date in the
amount specified in the Indenture. As described above, the entire unpaid
principal amount of this Note will be payable on the earlier of the Note Final
Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the
Indenture. Notwithstanding the foregoing, under certain circumstances, the
entire unpaid principal amount of the Notes shall be due and payable following
the occurrence and continuance of an Indenture Default, as described in the
Indenture. In such an event, first, principal payments on the Class A-1 Notes
shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a
Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled
thereto.

      Payments of principal and interest on this Note due and payable on each
Payment Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the registered holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Deposit Date, except that with respect to Notes registered on the
Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to
be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds
Notes with original denominations aggregating at least $1 million and has given
the Indenture Trustee appropriate written instructions at least five Business
Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee or Person. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) affected by any payments made on any Payment Date
or


                                                                       Indenture
                                      A-12

Redemption Date shall be binding upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the remaining unpaid
principal amount of this Note on a Payment Date or Redemption Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the registered holder hereof as of the Deposit Date preceding
such Payment Date or Redemption Date by notice mailed within five days of such
Payment Date or Redemption Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Corporate Trust
Office of the Indenture Trustee or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

      As provided in the Indenture, the Servicer will be permitted at its option
to purchase the 2003-A SUBI Certificate from the Issuer on any Payment Date if,
either before or after giving effect to any payment of principal required to be
made on such Payment Date, the Securities Balance is less than or equal to 10%
of the Initial Securities Balance. The purchase price (the "Optional Purchase
Price") for the 2003-A SUBI Certificate shall equal the Securitization Value of
the 2003-A SUBI Assets plus the appraised value of any other property (other
than cash, in which case such value shall be amount of such funds held in cash)
held as part the Trust Assets (less liquidation expenses). The Redemption Price
for the Notes will equal the aggregate Note Balance, plus accrued and upaid
interest thereon at the related Interest Rate (including to the extent allowed
by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into
the 2003-A SUBI Collection Account on the Deposit Date relating to the Payment
Date fixed for redemption. In connection with an Optional Purchase, the Notes
will be redeemed on such Payment Date in whole, but not in part, for the
Redemption Price and thereupon the 2003-A SUBI Certificate shall be delivered to
the Servicer.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
Transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law,


                                                                       Indenture
                                      A-13

for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity.

      The Notes represent obligations of the Issuer only and do not represent
interests in, recourse to or obligations of the Transferor, the UTI
Beneficiaries or any of their respective Affiliates.

      Each Noteholder by acceptance of a Note, or in the case of a Note Owner,
by acceptance of a beneficial interest in the Notes, hereby covenants and agrees
that it will not institute, or join in instituting, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding, or other
Proceeding under federal or State bankruptcy or similar laws for a period of one
year and a day after:

      (a)   payment in full of all amounts due to each Holder in respect of the
UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the
Titling Trust and the Titling Trustee, without the consent of 100% of the
Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary,
the Transferor or any of their respective Affiliates); and

      (b)   payment in full of the Notes, against the Transferor or the Issuer;
provided, however, that 100% of the Noteholders, or, if no Notes are then
outstanding, 100% of the Trust Certificateholders (in each case excluding the
Transferor and any of its Affiliates) may at any time institute or join in
instituting any bankruptcy, reorganization, insolvency or liquidation proceeding
against the Transferor or the Issuer.

      Prior to the due presentment for registration of transfer of this Note,
the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or
the Indenture Trustee may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor
any such agent shall be affected by notice to the contrary.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of Noteholders representing not less than a Majority
Interest of the Notes. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Amount, on
behalf of all Noteholders, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past Defaults under the Indenture and
their consequences. Any such consent or waiver by the Noteholder of this Note
(or any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders.

      The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.


                                                                       Indenture
                                      A-14

      This Note and the Indenture shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

      No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate and in the coin or currency herein prescribed.


                                                                       Indenture
                                      A-15

                                   ASSIGNMENT

      Social Security or taxpayer I.D. or other identifying number of assignee:

                            -------------------------

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------
                         (name and address of assignee)

      the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

      Dated:(1)

      Signature Guaranteed:



      ---------------------------------




- ----------
(1)   The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change whatsoever.


                                                                       Indenture
                                      A-16

                            FORM OF CLASS A-3a NOTE

                      SEE REVERSE FOR CERTAIN DEFINITIONS

      UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

      THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.

      TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.

      THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO
TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES.

      THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED
BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR
ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY
TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND INTEREST ON THIS NOTE IS
PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN THE
RESERVE ACCOUNT.


                                                                       Indenture
                                      A-17

                         NISSAN AUTO LEASE TRUST 2003-A
                  FLOATING RATE ASSET BACKED NOTE, CLASS A-3a

      REGISTERED                                                      $_________
      No. R-___                                             CUSIP NO.  _________

      Nissan Auto Lease Trust 2003-A, a statutory trust organized and existing
under the laws of the State of Delaware (including any permitted successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________________
($_____________) in monthly installments on the 15th day of each month, or if
such day is not a Business Day, on the immediately succeeding Business Day,
commencing on November 17, 2003 (each, a "Payment Date"), until the principal of
this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Class A-3a Note Balance as of the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), or as of the Closing Date in the case of the first Payment Date or if no
interest has yet been paid, at the rate of one-month LIBOR/plus ____% (the
"Interest Rate"), in each case as and to the extent described below; provided,
however, that the entire Class A-3a Note Balance shall be due and payable on the
earlier of _________ (the "Note Final Payment Scheduled Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer
shall pay interest on overdue installments of interest at the Interest Rate to
the extent lawful. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

      The principal of and interest on this Note are payable in such coin or
currency of the United States as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Note shall be applied first to interest due and payable on this
Note as provided above and then to the unpaid principal of this Note.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

      Unless the certificate of authentication hereon has been executed by the
Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof or be valid or obligatory for any purpose.


                                                                       Indenture
                                      A-18

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or by facsimile, by its Authorized Officer as of the date set forth
below.

      Dated: ________, 2003

                                              NISSAN AUTO LEASE TRUST 2003-A,

                                              By: WILMINGTON TRUST COMPANY,
                                                    as Owner Trustee

                                              By: ______________________________
                                                  Name:
                                                  Title:


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

      Dated: _________, 2003                  U.S. BANK NATIONAL ASSOCIATION,
                                                     as Indenture Trustee


                                              By: ______________________________
                                                  Name:
                                                  Title:


                                                                       Indenture
                                      A-19

                               [REVERSE OF NOTE]

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its "Floating Rate Asset Backed Notes, Class A-3a" (herein called
the "Notes") issued under an Indenture, dated as of October 29, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and U.S. Bank National Association, as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

      The Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes and Class
A-3b Notes are and will be equally and ratably secured by the Collateral pledged
as security therefor as provided in the Indenture. However, to the extent
provided in the Indenture, each Class will receive principal payment
sequentially so that, except as otherwise provided in the Indenture, no
principal payments shall be made in respect of (i) the Class A-2 Notes until the
Class A-1 Notes have been paid in full, and (ii) the Class A-3a Notes and the
Class A-3b Notes until the Class A-2 Notes have been paid in full. Principal
payments on the Class A-3a Notes and Class A-3b Notes shall be made pro rata
based on the principal balances of the Class A-3a Notes and the Class A-3b Notes
until they are paid in full.

      Principal payable on the Notes will be paid on each Payment Date in the
amount specified in the Indenture. As described above, the entire unpaid
principal amount of this Note will be payable on the earlier of the Note Final
Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the
Indenture. Notwithstanding the foregoing, under certain circumstances, the
entire unpaid principal amount of the Notes shall be due and payable following
the occurrence and continuance of an Indenture Default, as described in the
Indenture. In such an event, first, principal payments on the Class A-1 Notes
shall be made, and second, principal payments on the Class A-2 Notes, Class A-3a
Notes and Class A-3b Notes shall be made pro rata to the Noteholders entitled
thereto.

      Payments of principal and interest on this Note due and payable on each
Payment Date or Redemption Date shall be made by check mailed to the Person
whose name appears as the registered holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
related Deposit Date, except that with respect to Notes registered on the
Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to
be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds
Notes with original denominations aggregating at least $1 million and has given
the Indenture Trustee appropriate written instructions at least five Business
Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee or Person. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) affected by any payments made on any Payment Date
or


                                                                       Indenture
                                      A-20

Redemption Date shall be binding upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the remaining unpaid
principal amount of this Note on a Payment Date or Redemption Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the registered holder hereof as of the Deposit Date preceding
such Payment Date or Redemption Date by notice mailed within five days of such
Payment Date or Redemption Date and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Corporate Trust
Office of the Indenture Trustee or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

      As provided in the Indenture, the Servicer will be permitted at its option
to purchase the 2003-A SUBI Certificate from the Issuer on any Payment Date if,
either before or after giving effect to any payment of principal required to be
made on such Payment Date, the Securities Balance is less than or equal to 10%
of the Initial Securities Balance. The purchase price (the "Optional Purchase
Price") for the 2003-A SUBI Certificate shall equal the Securitization Value of
the 2003-A SUBI Assets plus the appraised value of any other property (other
than cash, in which case such value shall be amount of such funds held in cash)
held as part the Trust Assets (less liquidation expenses). The Redemption Price
for the Notes will equal the aggregate Note Balance, plus accrued and upaid
interest thereon at the related Interest Rate (including to the extent allowed
by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into
the 2003-A SUBI Collection Account on the Deposit Date relating to the Payment
Date fixed for redemption. In connection with an Optional Purchase, the Notes
will be redeemed on such Payment Date in whole, but not in part, for the
Redemption Price and thereupon the 2003-A SUBI Certificate shall be delivered to
the Servicer.

      As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
Transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

      Each Noteholder or Note Owner, by acceptance of a Note or, in the case of
a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law,


                                                                       Indenture
                                      A-21

for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity.

      The Notes represent obligations of the Issuer only and do not represent
interests in, recourse to or obligations of the Transferor, the UTI
Beneficiaries or any of their respective Affiliates.

      Each Noteholder by acceptance of a Note, or in the case of a Note Owner,
by acceptance of a beneficial interest in the Notes, hereby covenants and agrees
that it will not institute, or join in instituting, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding, or other
Proceeding under federal or State bankruptcy or similar laws for a period of one
year and a day after:

      (a)   payment in full of all amounts due to each Holder in respect of the
UTI, the 2003-A SUBI or any Other SUBIs, against the UTI Beneficiary, the
Titling Trust and the Titling Trustee, without the consent of 100% of the
Holders of the 2003-A SUBI and any Other SUBI (excluding the UTI Beneficiary,
the Transferor or any of their respective Affiliates); and

      (b)   payment in full of the Notes, against the Transferor or the Issuer;
provided, however, that 100% of the Noteholders, or, if no Notes are then
outstanding, 100% of the Trust Certificateholders (in each case excluding the
Transferor and any of its Affiliates) may at any time institute or join in
instituting any bankruptcy, reorganization, insolvency or liquidation proceeding
against the Transferor or the Issuer.

      Prior to the due presentment for registration of transfer of this Note,
the Owner Trustee, the Indenture Trustee and any agent of the Owner Trustee or
the Indenture Trustee may treat the Person in whose name this Note (as of the
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor
any such agent shall be affected by notice to the contrary.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of Noteholders representing not less than a Majority
Interest of the Notes. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Amount, on
behalf of all Noteholders, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past Defaults under the Indenture and
their consequences. Any such consent or waiver by the Noteholder of this Note
(or any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders.

      The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.


                                                                       Indenture
                                      A-22

      This Note and the Indenture shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

      No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate and in the coin or currency herein prescribed.


                                                                       Indenture
                                      A-23

                                   ASSIGNMENT

      Social Security or taxpayer I.D. or other identifying number of assignee:

                            -------------------------

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------
                         (name and address of assignee)

      the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

      Dated:(1)

      Signature Guaranteed:



      ---------------------------------




- ----------
(1)   The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change whatsoever.


                                      A-24

                                                                       EXHIBIT B


                          FORM OF DEPOSITORY AGREEMENT


                                      B-1

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 2003-A

                               NISSAN-INFINITI LT

                                   NILT TRUST

                                   NILT, INC.

                            WILMINGTON TRUST COMPANY

                         U.S. BANK NATIONAL ASSOCIATION

                          Dated as of October 29, 2003



                            AGREEMENT OF DEFINITIONS

                  This Agreement of Definitions ("Agreement of Definitions"),
dated as of October 29, 2003, is by and among Nissan Auto Lease Trust 2003-A, as
issuer (the "Issuer"), NILT Trust, a Delaware statutory trust, as grantor and
initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary,"
respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling
Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"),
in its individual capacity, as servicer and as Administrative Agent (in such
capacity, the "Servicer" and the "Administrative Agent," respectively), Nissan
Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT,
Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling
Trustee"), Wilmington Trust Company, a Delaware banking corporation, as owner
trustee and Delaware trustee (in such capacity, the "Owner Trustee" and the
"Delaware Trustee," respectively) and U.S. Bank National Association, a national
banking association ("U.S. Bank"), as trust agent and indenture trustee (in such
capacity, the "Trust Agent" and the "Indenture Trustee," respectively).

                                    RECITALS

                  A.       Pursuant to the Amended and Restated Trust and
Servicing Agreement, dated as of August 26, 1998 (the "Titling Trust
Agreement"), among the Grantor, the Servicer, the Trustee, the Owner Trustee,
and the Trust Agent, the Titling Trust was formed to take assignments and
conveyances of and hold in trust various assets (the "Trust Assets");

                  B.       The UTI Beneficiary, the Servicer, and the Titling
Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999
(the "Basic Servicing Agreement"), by and among the UTI Beneficiary, the
Servicer, and the Issuer, which provides for, among other things, the servicing
of the Trust Assets by the Servicer;

                  C.       Pursuant to the Titling Trust Agreement, from time to
time the Trustee, on behalf of the Titling Trust and at the direction of the UTI
Beneficiary, will identify and allocate on the books and records of the Titling
Trust certain Trust Assets and create and issue one or more special units of
beneficial interest (each, a "SUBI"), the beneficiaries of which generally will
be entitled to the net cash flows arising from such Trust Assets;

                  D.       The parties hereto desire to supplement the Titling
Trust Agreement (as so supplemented by the 2003-A SUBI Supplement, the "SUBI
Trust Agreement") to create a SUBI (the "2003-A SUBI");

                  E.       The parties hereto desire to identify and allocate to
the 2003-A SUBI a separate portfolio of Trust Assets consisting of leases (the
"2003-A Leases") and certain other related Trust Assets and the vehicles that
are leased under the 2003-A Leases (the "2003-A Vehicles");

                  F.       The parties hereto also desire that the Titling Trust
issue to NILT Trust a certificate evidencing a 100% beneficial interest in the
2003-A SUBI (the "2003-A SUBI Certificate");

                  G.       NILT Trust will transfer the 2003-A SUBI Certificate
and the 2003-A SUBI Assets evidenced thereby to NALL II pursuant to the SUBI
Certificate Transfer Agreement, dated as of October 29, 2003 (the "SUBI
Certificate Transfer Agreement"). NALL II will further transfer the 2003-A SUBI
Certificate and the 2003-A SUBI Assets evidenced thereby to the Issuer pursuant
to the Trust SUBI Certificate Transfer Agreement, dated as of October 29, 2003
(the "Trust SUBI Certificate Transfer Agreement").

                                       1


                  H.       Pursuant to the Indenture, dated as of October 29,
2003 (the "Indenture"), by and between the trust and the Indenture Trustee, the
Issuer will (i) issue $240,300,000 aggregate principal amount of 1.16563% Asset
Backed Notes, Class A-1 (the "Class A-1 Notes"), $277,000,000 aggregate
principal amount of 1.69000% Asset Backed Notes, Class A-2 (the "Class A-2
Notes"), $379,950,000 aggregate principal amount of Floating Rate Asset Backed
Notes, Class A-3a (the "Class A-3a Notes"), and $342,450,000 aggregate principal
amount of 2.57000% Asset Backed Notes, Class A-3b (the "Class A-3b Notes," and,
together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3a
Notes, the "Notes"); and (ii) pledge the 2003-A SUBI Certificate and the 2003-A
SUBI Assets evidenced thereby to the Indenture Trustee for the benefit of the
holders of the Notes;

                  I.       The parties hereto also desire to register a pledge
of the 2003-A SUBI Certificate to the Indenture Trustee for the benefit of the
holders of the Notes;

                  J.       The parties hereto have agreed to enter into this
Agreement of Definitions in an effort to establish and agree upon a single set
of definitions for any capitalized term used and not otherwise defined in any
documents executed in connection with the 2003-A SUBI if such document
references this Agreement of Definitions.

                  NOW, THEREFORE, in consideration of the parties' mutual
agreement to rely upon the definitions contained herein in the interpretation of
certain of the Basic Documents (as defined herein), the parties hereto agree as
follows:

                  Section 1.01. Definitions. In the event of any conflict or
inconsistency between a definition set forth both herein and in any of the Basic
Documents, the definitions set forth in each such Basic Document shall prevail
with respect to such Basic Document. For all purposes of this Agreement of
Definitions, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Agreement of Definitions include, as
appropriate, all genders and the plural as well as the singular, (ii) the term
"include" and all variations thereof mean "include without limitation," (iii)
the term "or" means "and/or," (iv) the term "proceeds" has the meaning ascribed
to such term in the UCC, (v) any reference herein to an agreement includes any
amendment, supplement or restatement thereof, (vi) any reference herein to any
person includes, as applicable, any successors and permitted assigns of that
person, and (vii) any reference herein to any statute means that statute, as it
has been amended, and including all rules and regulations promulgated
thereunder.

                  Whenever any agreement relates to the Basic Documents or to
the transactions contemplated by the Basic Documents, subject to the preceding
paragraph, the capitalized terms used without definition in such agreement shall
have the following meanings:

                  "Accountant" means a firm of public accountants of nationally
recognized standing.

                  "Accounts" means the Note Distribution Account and the Reserve
Account.

                  "Accrual Period" means (i) with respect to any Payment Date
and the Class A-1 Notes and the Class A-3a Notes, the period from and including
the immediately preceding Payment Date to but excluding the current Payment
Date, or, in the case of the first Payment Date or if no interest has yet been
paid, from and including the Closing Date to, but excluding, the first Payment
Date and (ii) with respect to any Payment Date and the Class A-2 Notes and the
Class A-3b Notes, the period from and including the 15th day of each month to
but excluding the 15th day of the immediately succeeding month, or with respect
to the first Payment Date, from and including the Closing Date to, but
excluding, the first Payment Date.

                                       2


                  "Act" has the meaning set forth in Section 11.03(a) of the
Indenture.

                  "Administrative Agent" means NMAC, as Administrative Agent
under the Trust Administration Agreement.

                  "Administrative Charge" means, with respect to any Lease, any
payment (whether or not part of the fixed monthly payment) payable to the
related Lessor representing a late payment fee, an Extension Fee, an allocation
to the related Lessee of insurance premiums, sales, personal property or excise
taxes or any other similar charge, plus any disposition fee, with respect to any
Lease or Leased Vehicle.

                  "Administrative Lien" means a first lien upon any Certificate
of Title deemed necessary and useful by the Servicer or by the UIT Beneficiary
and the Servicer solely to provide for delivery of title documentation to the
Titling Trustee or its designee.

                  "Advance" means a Sales Proceeds Advance or a Monthly Payment
Advance, as the context may require.

                  "Affiliate" of any Person means any other Person that (i)
directly or indirectly controls, is controlled by or is under common control
with such Person (excluding any trustee under, or any committee with
responsibility for administering, any employee benefit plan) or (ii) is an
officer, director, member or partner of such Person. For purposes of this
definition, a Person shall be deemed to be "controlled by" another Person if
such Person possesses, directly or indirectly, the power (i) to vote 5% or more
of the securities (on a fully diluted basis, having ordinary voting power for
the election of directors, members or managing partners of such Person) or (ii)
to direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

                  "Aggregate Certificate Balance" means, as of any date, the
aggregate principal amount of the Trust Certificates as of such date.

                  "Agreement of Definitions" means this Agreement of
Definitions.

                  "Assets" has the meaning set forth in Section 2.01 to the SUBI
Certificate Transfer Agreement.

                  "Assignee-Secured Party" U.S. Bank, acting in such capacity
under the Control Agreement.

                  "Auction Proceeds" means, with respect to a Collection Period,
all amounts received by the Servicer in connection with the sale or disposition
of any vehicle which is sold at auction or otherwise disposed of by the Servicer
during such Collection Period, other than Insurance Proceeds.

                  "Authenticating Agent" means any Person authorized by the
Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and
deliver the Notes or any Person authorized by the Owner Trustee to act on behalf
of the Owner Trustee to authenticate and deliver the Trust Certificates, as the
context may require.

                  "Authorized Newspaper" means a newspaper of general
circulation in The City of New York, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays, and holidays.

                                       3


                  "Authorized Officer" means (a) with respect to the Issuer, (i)
any officer of the Owner Trustee who is authorized to act for the Owner Trustee
in matters relating to the Issuer and who is identified on the list of
Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on
the Closing Date and (ii) so long as the Trust Administration Agreement is in
effect, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary, and any Assistant Secretary of the Administrative
Agent, and (b) with respect to the Servicer, the President, any Vice President,
the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant
Secretary of the Servicer.

                  "Automotive Lease Guide" means the publication of such name,
which includes residual factors, or any successor publication.

                  "Available Funds" means, for any Payment Date and the related
Collection Period, the sum of the following amounts: (i) SUBI Collections, (ii)
Advances, (iii) in the case of an Optional Purchase, the Optional Purchase Price
and (iv) Cap Payments and Cap Termination Payments made by the Cap Provider to
the Issuer.

                  "Available Funds Shortfall Amount" means, for any Payment Date
and the related Collection Period, the amount, if any, by which Available Funds
are less than (i) the Servicer Monthly Payment and (ii) the amount necessary to
make the distributions in clauses (i) through (ii) of Section 8.04(a) of the
Indenture, except that the Optimal Principal Distributable Amount rather than
the Monthly Principal Distributable Amount shall be used for purposes of clause
(ii).

                  "Available Principal Distribution Amount" means, for any
Payment Date and the related Collection Period, an amount equal to the sum of
the amount of (i) Available Funds remaining after the Servicer has been paid the
Payment Date Advance Reimbursement and the Servicing Fee (together with any
unpaid Servicing Fees in respect of one or more prior Collection Periods) and
accrued interest has been paid on the Notes and (ii) the Reserve Account Draw
Amount remaining after accrued interest has been paid on the Notes.

                  "Back-Up Event" means that a court of competent jurisdiction
has made a determination or ruling that has the effect of allowing realization
on the security intended to be provided to the Indenture Trustee by the Transfer
Documents only if such transactions are deemed to constitute a loan by any or
all of the Securityholders, secured directly by a pledge of the 2003-A SUBI
Assets or any interest therein (rather than by the 2003-A SUBI Certificate and
the beneficial interest in the 2003-A SUBI Assets represented thereby).

                  "Back-up Security Agreement" means the security agreement,
dated as of October 29, 2003, among NMAC, the Titling Trust, NILT Trust, the
Transferor, the Issuer, and the Indenture Trustee.

                  "Bankruptcy Code" means the United States Bankruptcy Code, 11
U.S.C. Section 101 et seq.

                  "Basic Documents" means the Servicing Agreement, the SUBI
Trust Agreement, the Trust Agreement, the Trust Administration Agreement, the
Indenture, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate
Transfer Agreement, the Control Agreement, the Underwriting Agreement, the
Back-up Security Agreement, the 2003-A SUBI Certificate, the Interest Rate Cap
Agreement, and the Securities.

                  "Basic Servicing Agreement" means the servicing agreement,
dated as of March 1, 1999, among the Titling Trust, NILT Trust, the UTI
Beneficiary, and NMAC, as servicer.

                                       4


                  "Beneficiaries" means, collectively, the Related Beneficiaries
of all Sub-Trusts, and "Beneficiary" means any of such Beneficiaries.

                  "Benefit Plan" means (i) an employee benefit plan, as defined
in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a "plan" as
defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the
Code or (iii) an entity whose underlying assets include "plan assets" by reason
of a plan's investment in the entity (within the meaning of Department of Labor
Regulation 29 C.F.R. Section 2510.3-101) or otherwise (including, for purposes
of this clause, any insurance company general account).

                  "Book-Entry Notes" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.09 of the Indenture.

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the states of Delaware, California,
Illinois or New York are authorized or obligated by law, executive order, or
government decree to be closed.

                  "Calculation Agent" means U.S. Bank, acting in such capacity
under the Indenture.

                  "Calculation Date" means, with respect to any Collection
Period, the 15th calendar day of the immediately succeeding Collection Period,
or if such day is not a Business Day, the Business Day immediately preceding
such calendar day.

                  "Cap Event of Default" means (i) the failure of the Cap
Provider to pay any amount when due under the Interest Rate Cap Agreement after
giving effect to any applicable grace period; (ii) the occurrence of certain
events of insolvency or bankruptcy of the Cap Provider as specified in the
Interest Rate Cap Agreement; and (iii) certain other standard events of default
as specified in the Interest Rate Cap Agreement.

                  "Cap Payments" means on any Payment Date the amount, if any,
then payable by the Cap Provider to the Issuer, excluding any Cap Termination
Payments.

                  "Cap Provider" means JPMorgan Chase Bank, as Cap Provider
under the Interest Rate Cap Agreement, or any successor or replacement Cap
Provider from time to time under the Interest Rate Cap Agreement.

                  "Cap Termination Event" means any Termination Event specified
in the Interest Rate Cap Agreement.

                  "Cap Termination Payment" means any termination payment
payable by the Cap Provider to the Issuer under the Interest Rate Cap Agreement.

                  "Casualty Termination" as of any date means any Lease that has
been terminated prior to its Maturity Date if the related Leased Vehicle has
been lost, stolen or damaged beyond economic repair.

                  "Certificate Balance" means, as of any date, the aggregate
principal amount of the Trust Certificates as of such date.

                  "Certificate Distribution Account" means the account
established pursuant to Section 5.01(a) to the Trust Agreement.

                                       5


                  "Certificate Distribution Amount" means, as of any Payment
Date, the amount being distributed to the Trust Certificateholders on such
Payment Date.

                  "Certificate Factor" means, with respect to the Trust
Certificates on any Payment Date, the seven digit decimal equivalent of a
fraction, the numerator of which is the Certificate Balance on such Payment Date
(after giving effect to any payment of principal on such Payment Date), and the
denominator of which is the Certificate Balance on the Closing Date.

                  "Certificate of Title" has the meaning set forth in the
Titling Trust Agreement.

                  "Certificate of Trust" means the Certificate of Trust filed
for the Issuer pursuant to Section 3810(a) of the Statutory Trust Statute.

                  "Certificate Register" and "Certificate Registrar" mean the
register mentioned in and the registrar appointed pursuant to Section 3.04 of
the Trust Agreement.

                  "Claims" means all liabilities, claims and expenses (including
reasonable legal and other professional fees and expenses).

                  "Class" means a group of Notes the form of which is identical
except for variation in denomination, principal amount or owner, and references
to "each Class" means each of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3a Notes, and the Class A-3b Notes.

                  "Class A-1 Interest Rate" means 1.16563% per annum (computed
on the basis of the actual number of days elapsed, but assuming a 360-day year).

                  "Class A-1 Note Balance" means, as of any date, the Initial
Class A-1 Note Balance reduced by all payments of principal made on or prior to
such date on the Class A-1 Notes.

                  "Class A-1 Noteholder" means, as of any date, the Person in
whose name a Class A-1 Note is registered on the Note Register on such date.

                  "Class A-1 Notes" has the meaning set forth in the preamble to
the Indenture.

                  "Class A-2 Interest Rate" means 1.69000% per annum (computed
on the basis of a 360-day year of twelve 30-day months).

                  "Class A-2 Note Balance" means, as of any date, the Initial
Class A-2 Note Balance reduced by all payments of principal made on or prior to
such date on the Class A-2 Notes.

                  "Class A-2 Noteholder" means, as of any date, the Person in
whose name a Class A-2 Note is registered on the Note Register on such date.

                  "Class A-2 Notes" has the meaning set forth in the preamble to
the Indenture.

                  "Class A-3a Interest Rate" means LIBOR plus 0.14% per annum
(computed on the basis of the actual number of days elapsed, but assuming a
360-day year).

                  "Class A-3a Note Balance" means, as of any date, the Initial
Class A-3a Note Balance reduced by all payments of principal made on or prior to
such date on the Class A-3a Notes.

                                       6


                  "Class A-3a Noteholder" means, as of any date, the Person in
whose name a Class A-3a Note is registered on the Note Register on such date.

                  "Class A-3a Notes" means has the meaning set forth in the
preamble to the Indenture.

                  "Class A-3b Interest Rate" means 2.57000% per annum (computed
on the basis of a 360-day year of twelve 30-day months).

                  "Class A-3b Note Balance" means, as of any date, the Initial
Class A-3b Note Balance reduced by all payments of principal made on or prior to
such date on the Class A-3b Notes.

                  "Class A - 3b Notes" has the meaning set forth in the preamble
to the Indenture.

                  "Class Balance" means, as of any date, the Class A-1 Note
Balance, the Class A-2 Note Balance, the Class A-3a Note Balance, or the Class
A-3b Note Balance, as applicable.

                   "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act and shall
initially be DTC.

                  "Clearing Agency Participant" means a broker, dealer, bank, or
other financial institution or other Person for which from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "Closing Date" means October 29, 2003.

                  "Code" means the Internal Revenue Code of 1986.

                  "Collateral" has the meaning set forth in Section 2.01(a) of
the Back-up Security Agreement and in the Granting Clause of the Indenture, as
the context may requires.

                  "Collection Account" means, with respect to any Sub-Trust, the
account created, designated and maintained as such pursuant to Section 4.02 of
the Titling Trust Agreement.

                  "Collection Period" has the meaning set forth in the Servicing
Agreement.

                  "Commission" means the Securities and Exchange Commission.

                  "Contingent and Excess Liability Insurance Policy" has the
meaning set forth in the Basic Servicing Agreement.

                  "Contract Residual" means, with respect to any Lease, the
expected value of the related Leased Vehicle at the Maturity Date as established
or assigned by the Servicer at the time of origination of such Lease in
accordance with its customary practices for the purpose of determining the
Monthly Payment.

                  "Control Agreement" means the control agreement, dated as of
October 29, 2003, among the Issuer, the Indenture Trustee, as Indenture Trustee
and as Secured Party, and U.S. Bank, as Securities Intermediary.

                  "Co-Trustee" has the meaning set forth in the Basic Servicing
Agreement.

                                       7


                  "Credit and Collection Policy" has the meaning set forth in
the Basic Servicing Agreement.

                  "Corporate Trust Office" means the office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Indenture is
located at Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago,
Illinois 60611; or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee shall notify the Noteholders and the Issuer).

                  "Cutoff Date" means the close of business on August 31, 2003.

                  "Dealer" has the meaning set forth in the Titling Trust
Agreement.

                  "Default" means any occurrence that is, or with notice or
lapse of time or both would become, an Indenture Default.

                  "Defaulted Lease" means any Lease that (a) by its terms, is
delinquent more than 120 days, (b) by its terms is delinquent less than 120 days
and the Servicer has (i) determined, in accordance with the Credit and
Collection Policy, that eventual payment in full is unlikely or (ii) repossessed
the related Leased Vehicle (including, but not limited to, as a result of the
Lessee's failure to maintain insurance coverage required by the Lease, the
failure of the Lessee to timely or properly perform any obligation under the
Lease, or any other act by the Lessee constituting a default under applicable
law), or (c) received notification that the related Lessee is subject to
bankruptcy proceedings under Chapter 13 under the Bankruptcy Code.

                  "Defaulted Vehicle" means the Leased Vehicle related to a
Defaulted Lease.

                  "Definitive Note" means a definitive fully registered Note.

                  "Delaware Trustee" has the meaning set forth in the preamble
to this Agreement of Definitions.

                  "Deposit Date" means, with respect to a Payment Date or
Redemption Date, the close of business on the day immediately preceding such
Payment Date or Redemption Date, as the case may be.

                  "Depository Agreement" means the agreement among the Issuer,
the Indenture Trustee and DTC, as the initial Clearing Agency, dated as of the
Closing Date, substantially in the form of Exhibit B to the Indenture.

                  "Designated LIBOR Page" means the display on Bridge Telerate,
Inc. or any successor service or any page as may replace the designated page on
that service or any successor service that displays the London interbank rates
on major banks for U.S. dollars.

                  "Disposition Expenses" means reasonable out-of-pocket expenses
incurred by the Servicer in connection with the sale at auction or other
disposition of a Leased Vehicle by the Servicer.

                  "Distribution Account" means either the Note Distribution
Account or the Certificate Distribution Account, as the context may require.

                                       8


                  "Distribution Statement" has the meaning set forth in Section
5.02(c) of the Trust Agreement between NALL II and the Owner Trustee.

                  "DTC" means The Depository Trust Company.

                  "Early Termination Charge" means, with respect to any 2003-A
Lease that is terminated prior to its Maturity Date, an amount equal to the
lesser of (i) the difference, if any, between (a) the sum of (1) the present
value of all remaining Monthly Payments and (2) the Contract Residual of the
related 2003-A Vehicle and (b) a wholesale value assigned to such 2003-A Vehicle
by the Servicer in accordance with accepted practices in the automobile industry
(or by written agreement between the Servicer, on behalf of the Titling Trust,
and the Lessee) and (ii) the remaining Monthly Payments.

                  "Early Termination Purchase Option Price" means, with respect
to any 2003-A Lease that is terminated prior to its Maturity Date, the amount
paid by the related Lessee or a Dealer to purchase the related 2003-A Vehicle.

                  "Eligible Account" means an account maintained with a
depository institution or trust company (i) (a) the short-term unsecured debt
obligations of which have the Required Deposit Rating or (b) having a long-term
unsecured debt rating acceptable to each Rating Agency and corporate trust
powers and (ii) which is maintained in a segregated trust account in the
corporate trust department of such depository institution or trust company.

                  "Entitlement Holder" means, with respect to any financial
asset, a Person identified in the records of the Securities Intermediary as the
Person having a Security Entitlement against the Securities Intermediary with
respect to such financial asset.

                  "Entitlement Order" means a notification directing the
Securities Intermediary to transfer or redeem a financial asset.

                  "ERISA" means the Employee Retirement Income Security Act of
1974.

                  "Excess Amounts" means, as of any Payment Date, the amount
remaining in the 2003-A SUBI Collection Account after the distributions provided
for in clauses (i) through (ii) of Section 8.04(a) of the Indenture have been
made.

                  "Excess Mileage and Excess Wear and Tear Charges" or "Excess
Mileage Fee" means, with respect to any 2003-A Lease or 2003-A Vehicle, any
applicable charge for excess mileage or excess wear and tear.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Executive Officer" means, with respect to any (i) corporation
or depository institution, the Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, President, Executive Vice President, any Vice
President, the Secretary, or the Treasurer of such corporation or depository
institution, and (ii) partnership, any general partner thereof.

                  "Expenses" means all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses, and disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever.

                                       9


                  "Extended Lease" means any Lease that has had its original
Maturity Date extended by the Servicer.

                  "Extension Fee" means, with respect to any Extended Lease, any
payment required to be made by the Lessee in connection with the extension of
such Lease.

                  "Financial Asset" has the meaning set forth in Section
8-102(a)(9) of the New York UCC.

                  "Fitch" means Fitch, Inc.

                  "Force Majeure Event" has the meaning set forth in the Basic
Servicing Agreement.

                  "Grant" means to mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create and grant a lien
upon and a security interest in and right of set-off against, deposit, set over
and confirm pursuant to the Indenture, and, with respect to the Collateral or
any other agreement or instrument, shall include all rights, powers and options
(but none of the obligations) of the granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the granting party or otherwise and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

                  "Grantor" has the meaning set forth in the preamble to the
Titling Trust Agreement.

                   "Holder" has the meaning set forth in the Titling Trust
Agreement.

                  "Indemnified Parties" has the meaning set forth in Section
8.01(a) to the Trust Agreement.

                  "Indenture" means the indenture, dated as of October 29, 2003
between the Trust and U.S. Bank, as Indenture Trustee.

                  "Indenture Default" has the meaning set forth in Section 5.01
of the Indenture.

                  "Indenture Trustee" means U.S. Bank, as Indenture Trustee
under the Indenture.

                  "Independent" means, when used with respect to any specified
Person, that such Person (i) is in fact independent of the Issuer, any other
obligor upon the Notes, the Administrative Agent and any Affiliate of any of the
foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Administrative Agent or any Affiliate of any of the foregoing Persons and (iii)
is not connected with the Issuer, any such other obligor, the Administrative
Agent or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director, or Person performing similar
functions.

                  "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01(b), made
by an Independent appraiser or other expert appointed by a Trust Order, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

                                       10


                  "Independent Manager" means an individual who was not, at the
time of such appointment or at any time in the preceding five years: (i) a
director, officer, or employee of any Affiliate of the Transferor (other than
any limited purpose or special purpose corporation or limited liability company
similar to the Transferor); (ii) a person related to any officer or director of
any Affiliate of the Transferor (other than any limited purpose or special
purpose corporation or limited liability company similar to the Transferor);
(iii) a direct or indirect holder of 5% or more of the any voting securities of
any Affiliate of the Transferor; (iv) a person related to a direct or indirect
holder of 5% or more of the any voting securities of any Affiliate of the
Transferor; (v) a material creditor, material supplier, employee, officer,
director, family member, manager or contractor of the Transferor or any of its
Affiliates; or (vi) a person who controls the Transferor or its Affiliates or
any material creditor, material supplier, employee, officer, director, manager,
or material contractor of the Transferor or any of its Affiliates.

                  "Initial Class A-1 Note Balance" means $240,300,000.

                  "Initial Class A-2 Note Balance" means $277,000,000.

                  "Initial Class A-3a Note Balance" means $379,950,000.

                  "Initial Class A-3b Note Balance" means $342,450,000.

                  "Initial Class Balance" means the Initial Class A-1 Note
Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note Balance
or the Initial Class A-3b Note Balance.

                  "Initial Deposit Amount" means the Issuer's deposit to the
Reserve Account, on or before the Closing Date, of $28,500,106.27.

                  "Initial Note Balance" means the sum of the Initial Class A-1
Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note
Balance, and the Initial Class A-3b Note Balance.

                  "Initial Secured Party" has the meaning set forth in the
preamble to the Control Agreement.

                  "Initial Securities Balance" means the initial principal
amount of the Notes and the Trust Certificates.

                  "Initial Trust Certificate Balance" means $185,305,313.53.

                  "Insurance Expenses" with respect to any 2003-A Vehicle,
2003-A Lease or Lessee, means any Insurance Proceeds (i) applied to the repair
of the related Leased Vehicle, (ii) released to the related Lessee in accordance
with applicable law or the customary servicing procedures of the Servicer or
(iii) representing other related expenses incurred by the Servicer not otherwise
included in Liquidation Expenses or Disposition Expenses and recoverable by the
Servicer under the SUBI Trust Agreement.

                  "Insurance Policy" means any insurance policy (including any
self-insurance), including any residual value insurance policy, guaranteed
automobile protection policy, comprehensive, collision, public liability,
physical damage, personal liability, contingent and excess liability, accident,
health, credit, life, or unemployment insurance or any other form of insurance
or self-insurance, to the extent such insurance policy relates to the 2003-A
Vehicles or the ability of a Lessee to make required payments with respect to
the related 2003-A Lease.

                                       11


                  "Insurance Proceeds" means, with respect to any 2003-A
Vehicle, 2003-A Lease or Lessee, recoveries paid to the Servicer, the Titling
Trust or the Trustee on behalf of the Titling Trust under an Insurance Policy
and any rights thereunder or proceeds therefrom (including any self-insurance
and amounts collected from a Lessee for amounts of deductibles not covered by
Insurance Policies).

                  "Interest" means, as of any date, the ownership interest of a
Trust Certificateholder (including the Transferor as holder of the Transferor
Trust Certificate) in the Issuer as of such date, including the right of such
Trust Certificateholder to any and all benefits to which such Trust
Certificateholder may be entitled as provided in this Agreement, together with
the obligations of such Trust Certificateholder to comply with all the terms and
provisions of this Agreement.

                  "Interest Determination Date" means, with respect to any
Interest Period, the day that is two London Business Days prior to the related
Interest Reset Date.

                  "Interest Rate" means the Class A-1 Interest Rate, the Class
A-2 Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate,
or the Overdue Interest Rate, as applicable.

                  "Interest Rate Cap Agreement" means 1992 International Swaps
and Derivatives Association, Inc. Master Agreement (Multi Currency-Cross Border)
dated as of October 29, 2003 (the "1992 ISDA Master Agreement"), including all
schedules and confirmations thereto, between the Issuer and the Cap Provider, as
the same may be amended, supplemented, renewed, extended or replaced from time
to time.

                  "Interest Reset Date" means, with respect to any Interest
Period, the first day of such Interest Period; provided that if any Interest
Reset Date would otherwise be a day that is not a Business Day, that Interest
Reset Date will be postponed to the next succeeding day that is a Business Day,
except that if that Business Day falls in the next succeeding calendar month,
such Interest Reset Date will be the immediately preceding Business Day.

                  "Interest Period" means the Accrual Period with respect to the
Class A-3a Notes.

                  "Investment Company Act" means the Investment Company Act of
1940.

                  "Issuer" means Nissan Auto Lease Trust 2003-A, until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein, each other obligor on the Notes.

                  "Issuer Order" and "Issuer Request" means a written order or
request of the Issuer signed in the name of the Issuer by any one of its
Authorized Officers and delivered to the Indenture Trustee.

                  "Lease" means any lease contract for a Leased Vehicle
assigned.

                  "Lease Documents" has the meaning set forth in the Basic
Servicing Agreement; provided that such definition shall refer only to lease
documents related to Leases allocated to the 2003-A Lease SUBI.

                  "Leased Vehicle" means a new or used Nissan or Infiniti
automobile, sport utility vehicle, minivan or light-duty truck, together with
all accessories, parts and additions constituting a part thereof, and all
accessions thereto, leased to a Lessee pursuant to a Lease.

                                       12


                  "Lessee" means each Person that is a lessee under a Lease,
including any Person that executes a guarantee on behalf of such lessee;
provided that such definition shall refer only to Lessees of Leases allocated to
the 2003-A SUBI.

                  "Lessee Partial Monthly Payment" means, in connection with the
payment by a Lessee of less than 100% of the Monthly Payment due with respect to
a 2003-A Lease, the actual amount paid by the Lessee toward such Monthly
Payment.

                  "Lessee Initiated Early Termination" as of any date means any
Lease that has been terminated by the related Lessee before the related Maturity
Date, provided that the lessee is not in default.

                  "Lessor" means each Person that is a lessee under a Lease or
assignee thereof, including the Issuer.

                  "Liability" means any liability or expense, including any
indemnification obligation.

                  "LIBOR" means, for any Interest Period, the rate for deposits
in U.S. dollars for a one-month period that appears on the Designated LIBOR
Page, on the related Interest Determination Date; provided that, the following
procedures will be followed if LIBOR cannot be determined as described above:

                           (a)      With respect to an Interest Determination
         Date on which no rate appears on the Designated LIBOR Page, LIBOR for
         the applicable Interest Determination Date will be the rate calculated
         by the Calculation Agent as the arithmetic mean of at least two
         quotations obtained by the Calculation Agent after requesting the
         principal London offices of each of four major reference banks in the
         London interbank market, which may include the Calculation Agent and
         its affiliates, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in U.S.
         dollars for a one-month period, commencing on the second London Banking
         Day immediately following the applicable Interest Determination Date,
         to prime banks in the London interbank market at approximately 11:00
         a.m., London time, on such Interest Determination Date and in a
         principal amount that is representative for a single transaction in
         U.S. dollars in that market at that time. If at least two such
         quotations are provided, LIBOR determined on the applicable Interest
         Determination Date will be the arithmetic mean of the quotations.

                           (b)      If fewer than two quotations referred to in
         clause (a) above are provided, LIBOR determined on the applicable
         Interest Determination Date will be the rate calculated by the
         Calculation Agent as the arithmetic mean of the rates quoted at
         approximately 11:00 a.m. in New York on the applicable Interest
         Determination Date by three major banks, which may include the
         Calculation Agent and its affiliates, in New York, selected by the
         Calculation Agent for loans in U.S. dollars to leading European banks,
         having a maturity of one-month and in a principal amount that is
         representative for a single transaction in U.S. dollars in that market
         at that time.

                           (c)      If the banks so selected by the Calculation
         Agent are not quoting as mentioned in clause (b) above, LIBOR for the
         applicable Interest Determination Date will be LIBOR in effect on the
         applicable Interest Determination Date.

                                       13


                  "Lien" means any security interest, lien, charge, pledge,
equity or encumbrance of any kind, other than tax liens, mechanics' liens, any
liens that attach to property by operating of law and statutory purchase liens
to the extent not past due.

                  "Liquidated Lease" means a 2003-A Lease that is terminated and
charged off by the Servicer prior to its Maturity Date following a default
thereunder.

                  "Liquidated Vehicle" means the 2003-A Vehicle related to a
Liquidated Lease.

                  "Liquidation Expenses" means reasonable out-of-pocket expenses
incurred by the Servicer in connection with the attempted realization of the
full amounts due or to become due under any Liquidated Lease, including expenses
of any collection effort (whether or not resulting in a lawsuit against the
Lessee under such Lease) or other expenses incurred prior to repossession,
recovery or return of the Liquidated Vehicle, expenses incurred in connection
with the sale or other disposition of a Liquidated Vehicle that has been
repossessed or recovered or has reached its Maturity Date, expenses incurred in
connection with making claims under any related Insurance Policy and expenses
incurred in connection with making claims for any Liquidation Expenses.

                  "Liquidation Proceeds" means all amounts received by the
Servicer with respect to a Liquidated Lease and the related Liquidated Vehicle
in connection with the attempted realization of the full amount due or to become
due under the 2003-A Lease, including Net Auction Proceeds related to such
Liquidated Vehicle, but excluding Insurance Proceeds.

                  "London Business Day" means any day on which dealings with
U.S. dollars are transacted in the London interbank market.

                  "Majority Interest" means Notes, Trust Certificates or
Securities, as the case may be, evidencing a majority of the Outstanding Amount
of the related Notes, Trust Certificates or Securities, except that, except as
otherwise provided in the Basic Documents, Securities owned by the Issuer, the
Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or
any of their respective Affiliates will not be included in such determination
for the purpose of making requests, demands, authorizations, directions,
notices, consents or other action under the Basic Documents.

                  "Material Adverse Effect" means, with respect to any Person, a
material adverse effect on (i) the financial condition or operations of such
Person and its Affiliates, taken as one enterprise, (ii) the ability of such
Person to perform its material obligations under any of the Basic Documents to
which such Person is a party, (iii) the legality, validity or enforceability of
any material provision of the Basic Documents to which such Person is a party,
(iv) the 2003-A SUBI Certificate's beneficial interest in all or any significant
portion of the 2003-A SUBI Assets or the Indenture Trustee's security interest
in the 2003-A SUBI Certificate and all or any significant portion of the 2003-A
SUBI Assets, or (v) the collectibility or the credit worthiness of all or any
significant portion of the 2003-A Leases and the 2003-A Vehicles, other than, in
the case of clauses (i) through (v), such Material Adverse Effect which are the
direct result of actions or omissions of the party seeking relief under any of
the Basic Documents in connection therewith.

                  "Matured Vehicle" as of any date means any Leased Vehicle the
related Lease of which has reached its Maturity Date or has been terminated in
connection with a Lessee Initiated Early Termination (and the Lessee is not in
default under such Lease) or in connection with a Casualty Termination, which
Leased Vehicle has been returned to the Servicer on behalf of the Titling Trust,
if applicable.

                                       14


                  "Maturity Date" means, with respect to any Lease, the date on
which such Lease is scheduled to terminate as set forth in the such Lease at its
date of origination or, in the case of an Extended Lease, the revised
termination date.

                  "Monthly Early Termination Sale Proceeds" means, with respect
to a Collection Period, all (i) amounts paid by Lessees or Dealers with respect
to Early Termination Purchase Option Price payments during such Collection
Period and (ii) Net Auction Proceeds received by the Servicer in such Collection
Period for 2003-A Vehicles with respect to which the related 2003-A Lease was
terminated and which were sold in such Collection Period on or after the
termination of the related 2003-A Leases prior to their respective Maturity
Dates, reduced by amounts required to be remitted to the related Lessees under
applicable law.

                  "Monthly Payment Advance" means, with respect to any 2003-A
Lease and any Collection Period, an amount equal to the difference between the
Monthly Payment due and the Lessee Partial Monthly Payment.

                  "Monthly Payment" means, with respect to any Lease, the amount
of each fixed monthly payment payable to the Lessor in accordance with the terms
thereof, net of any portion of such fixed monthly payment that represents an
Administrative Charge.

                  "Monthly Principal Distributable Amount" means, for any
Payment Date and the related Collection Period, an amount equal to the lesser of
(i) the Principal Distribution Amount and (ii) the Available Principal
Distribution Amount.

                  "Monthly Remittance Condition" has the meaning set forth in
Section 8.03(b) of the 2003-A Servicing Supplement.

                  "Monthly Scheduled Termination Sale Proceeds" means, with
respect to a Collection Period, all (i) amounts paid by Lessees or Dealers in
the event that either the Lessee or a Dealer elects to purchase a 2003-A Vehicle
for its Contract Residual following a termination of the related 2003-A Lease at
its Maturity Date and (ii) Net Auction Proceeds received by the Servicer in such
Collection Period for 2003-A Vehicles which matured and were sold in such
Collection Period on or after the termination of the related 2003-A Leases at
their respective Maturity Dates, reduced by amounts required to be remitted to
the related Lessees under applicable law.

                  "Moody's" means Moody's Investors Service, Inc.

                  "MRM ALG Residual" means, with respect to any Lease, the
residual value estimate produced by Automotive Lease Guide that is a percentage
of the "Maximum Residualizable MSRP," which consists of the MSRP of the
typically equipped vehicle and value adding options, giving only partial credit
or no credit for those options that add little or no value to the resale price
of the vehicle.

                  "MSRP" means, with respect to any Leased Vehicle, the
Manufacture's Suggested Retail Price.

                  "MSRP ALG Residual" means, with respect to any Lease, residual
value estimates produced by Automotive Lease Guide based on the total MSRP of
the base vehicle and all NMAC authorized options, without making a distinction
between the value adding options and non-value adding options.

                  "NALL II" means Nissan Auto Leasing LLC II, a Delaware limited
liability company.

                                       15


                  "Net Auction Proceeds" means Auction Proceeds net of related
Disposition Expenses.

                  "Net Insurance Proceeds" means Insurance Proceeds net of
related Insurance Expenses.

                  "Net Liquidation Proceeds" means the Liquidation Proceeds net
of related Liquidation Expenses.

                  "NILT, Inc." means NILT, Inc., a Delaware corporation.

                  "NILT Trust" means NILT Trust, a Delaware statutory trust.

                  "NMAC" means Nissan Motor Acceptance Corporation, a California
corporation.

                  "Note" means either a Class A-1 Note, a Class A-2 Note, a
Class A-3a Note, or a Class A-3b Note, as the context may require.

                  "Note Balance" means the sum of the Class A-1 Note Balance,
the Class A-2 Note Balance, the Class A-3a Note Balance, and the Class A-3b Note
Balance.

                  "Note Distribution Account" means the trust account
established by the Transferor, on behalf of the Issuer pursuant to Section
8.02(b) of the Indenture, into which amounts released from the 2003-A SUBI
Collection Account and the Reserve Account for distribution to Noteholders shall
be deposited and from which all distributions to Noteholders shall be made.

                  "Note Distribution Amount" means, as of any Payment Date, the
amount being distributed to the Noteholders on such Payment Date.

                  "Note Factor" means, with respect to any Class on any Payment
Date, the seven digit decimal equivalent of a fraction the numerator of which is
the Class Balance for such Class on such Payment Date (after giving effect to
any payment of principal on such Payment Date) and the denominator of which is
the related Initial Class Balance.

                  "Note Final Scheduled Payment Date" means, with respect to (i)
a Class A-1 Note, October 15, 2004, (ii) a Class A-2 Note, December 15, 2005,
(iii) a Class A-3a Note, June 15, 2009 and (iv) a Class A-3b Note, June 15,
2009.

                  "Noteholder" means, as of any date, the Person in whose name a
Class A-1 Note, Class A-2 Note, Class A-3a Note, or a Class A-3b Note is
registered on the Note Register on such date, as the context may require.

                  "Note Owner" means, with respect to a Book-Entry Note, the
Person who is the beneficial owner of such Book-Entry Note, as reflected on the
books of the Clearing Agency or a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).

                  "Note Register" and "Note Registrar" have the respective
meanings set forth in Section 2.04 of the Indenture.

                  "Notes" means the Class A-1 Notes, the Class A-2 Notes, the
Class A-3a Notes, and the Class A-3b Notes.

                                       16


                  "Note Distribution Account" has the meaning set forth in the
Indenture.

                  "Officer's Certificate" means (a) with respect to the Issuer,
a certificate signed by an Authorized Officer of the Issuer, under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01 of the Indenture, and delivered to, the Indenture
Trustee, and (b) with respect to the Servicer, a certificate signed by an
Authorized Officer or the Servicer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Sections 8.09 and 8.11
of the 2003-A SUBI Servicing Supplement.

                  "Opinion of Counsel" in relation to the Trust Agreement, means
one or more written opinions of counsel who may, except as otherwise expressly
provided in the Trust Agreement, be employees of or counsel to the Transferor,
the Administrative Agent, or any of their respective Affiliates, and which
opinion shall be addressed to and in form and substance satisfactory to the
Owner Trustee. In relation to the Indenture, "Opinion of Counsel" means one or
more written opinions of counsel who may, except as otherwise expressly provided
in the Indenture, be employees of or counsel to the Issuer or the Administrative
Agent, and who shall be satisfactory to the Indenture Trustee, and which opinion
or opinions shall be addressed to the Indenture Trustee, comply with any
applicable requirements of Section 11.01 of the Indenture, and be in form and
substance satisfactory to the Indenture Trustee.

                  "Optimal Principal Distributable Amount" means, for any
Payment Date and the related Collection Period, an amount equal to the sum of
the following amounts:

                  (i)      for each 2003-A Vehicle for which the related 2003-A
         Lease did not terminate during such Collection Period, the difference
         between the Securitization Value of such 2003-A Lease at the beginning
         and at the end of such Collection Period;

                  (ii)     for each 2003-A Vehicle for which the related 2003-A
         Lease reached its Maturity Date during such Collection Period, the
         Securitization Value of such 2003-A Lease as of such Maturity Date;

                  (iii)    for each 2003-A Vehicle purchased by the Servicer
         before its Maturity Date, the Repurchase Payment with respect to the
         related 2003-A Lease; and

                  (iv)     for each 2003-A Lease terminated prior to its
Maturity Date that becomes a Defaulted Lease during such Collection Period or is
terminated by the related Lessee or the Servicer during such Collection Period
pursuant to a Lessee Initiated Early Termination or a Casualty Termination, the
Securitization Value of the related 2003-A Lease as of the effective date of
termination of such 2003-A Lease.

                  "Optional Purchase" has the meaning set forth in Section
9.03(a) of the Trust Agreement.

                  "Optional Purchase Price" has the meaning set forth in Section
9.03(a) of the Trust Agreement.

                  "Origination Trust" means Nissan-Infiniti LT, a Delaware
statutory trust.

                  "Origination Trust Agreement" means the Amended and Restated
Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as
Grantor and UTI Beneficiary, NMAC, as servicer, Wilmington Trust Company, as
Delaware trustee, NILT, Inc., as trustee, and U.S. Bank National Association, as
Trust Agent.

                                       17


                  "Origination Trustee" means NILT, Inc., in its capacity as
trustee of the Origination Trust.

                  "Other SUBI" means any SUBI other than a 2003-A SUBI.

                  "Outstanding" means, as of any date, all Notes (or all Notes
of an applicable Class), all Trust Certificates or all Securities, as the case
may be, theretofore authenticated and delivered under the Indenture and/or the
Trust Agreement, as applicable, except:

                  (i)      Notes (or Notes of an applicable Class) theretofore
         cancelled by the Note Registrar or delivered to the Note Registrar for
         cancellation or Trust Certificates theretofore cancelled by the
         Certificate Registrar or delivered to the Certificate Registrar for
         cancellation;

                  (ii)     Notes (or Notes of an applicable Class) or portions
         thereof the payment for which money in the necessary amount has been
         theretofore deposited with the Indenture Trustee or any Paying Agent in
         trust for the related Noteholders (provided, however, that if such
         Notes are to be redeemed pursuant to an Optional Purchase, notice of
         such redemption has been duly given pursuant to the Indenture or
         provision therefor, satisfactory to the Indenture Trustee, has been
         made) or Trust Certificates or portions thereof the payment for which
         money in the necessary amount has been theretofore deposited with the
         Indenture Trustee, the Owner Trustee or any Paying Agent in trust for
         the related Trust Certificateholders (provided, however, that if the
         principal with respect to such Trust Certificates will be paid pursuant
         to an Optional Purchase, notice of such payment has been duly given
         pursuant to the Trust Agreement or provision therefor, satisfactory to
         the Owner Trustee); and

                  (iii)    Notes (or Notes of an applicable Class) in exchange
         for or in lieu of other Notes (or Notes of such Class) that have been
         authenticated and delivered pursuant to the Indenture unless proof
         satisfactory to the Indenture Trustee is presented that any such Notes
         are held by a bona fide purchaser or Trust Certificates in exchange for
         or in lieu of other Trust Certificates that have been authenticated and
         delivered pursuant to the Trust Agreement unless proof satisfactory to
         the Owner Trustee is presented that any such Trust Certificates that
         such Trust Certificates are held by a bona fide purchaser, to the
         extent that the Trust Certificates are transferable;

                  provided, that, unless otherwise specified in the Indenture,
with respect to the Notes, or the Trust Agreement, with respect to the Trust
Certificates, or in another Basic Document, in determining whether Noteholders
or Trust Certificateholders holding the requisite Outstanding Amount have given
any request, demand, authorization, direction, notice, consent, or waiver
hereunder or under any Basic Document, Notes or Trust Certificates owned by the
Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate thereof is
the Servicer) or any of their respective Affiliates shall be disregarded and
deemed not to be Outstanding, unless all such Notes or Trust Certificates
Outstanding are owned by the Issuer, the Transferor, the Servicer (so long as
NMAC or an Affiliate thereof is the Servicer), or any of their respective
Affiliates; provided, further, that, in determining whether the Indenture
Trustee or the Owner Trustee, as applicable, shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, or waiver,
only Notes or Trust Certificates, as applicable, that a Responsible Officer
knows to be so owned shall be so disregarded. Notes or Trust Certificates so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee thereof establishes to the satisfaction of the Indenture Trustee or the
Owner Trustee, as the case may be, such pledgee's right so to act with respect
to such Notes or such Trust Certificates and that such pledgee is not the
Issuer, the Transferor, the Administrative Agent, or any of their respective
Affiliates.

                                       18


                  "Outstanding Amount" means, as of any date, the aggregate
principal amount of the applicable Notes or Certificates Outstanding, as
applicable, reduced by all payments of principal made in respect thereof on or
prior to such date.

                  "Overdue Interest Rate" means, with respect to any Class, the
Interest Rate applicable to such Class.

                  "Owner Corporate Trust Office" means the principal office of
the Owner Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of the execution of this
Agreement is located at Wilmington Trust Company, Rodney Square North, 1100 N.
Market Street, Wilmington, Delaware 19890; or at such other address as the Owner
Trustee may designate from time to time by notice to the Trust
Certificateholders and the Indenture Trustee, or the principal corporate trust
office of any successor Owner Trustee (the address of which the successor Owner
Trustee shall notify the Trust Certificateholders and the Indenture Trustee).

                  "Owner Trust Estate" means the property of the Issuer,
including (i) the 2003-A SUBI Certificate (transferred pursuant to the Trust
SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in
the 2003-A SUBI Assets, including the right to payments thereunder from certain
amounts in respect of the 2003-A Leases and received from the sale or other
disposition of the Leased Vehicles on deposit in the SUBI Collection Account and
investment earnings, net of losses and investment expenses, on amounts on
deposit in the SUBI Collection Account; (ii) amounts deposited into the Reserve
Account; (iii) the proceeds of the Interest Rate Cap Agreement and the rights of
the Issuer under the Interest Rate Cap Agreement; (iv) the rights of the Issuer
as secured party under the Back-up Security Agreement; (v) the rights of the
Issuer to the funds on deposit from time to time in the Note Distribution
Account and any other account or accounts established pursuant to the Indenture
and all cash, investment property and other property from time to time deposited
or credited thereto and all proceeds thereof; (vi) the rights of the Transferor,
as transferee, under the SUBI Certificate Transfer Agreement; (vii) the rights
of the Issuer, as transferee, under the Trust SUBI Certificate Transfer
Agreement; (viii) the rights of the Issuer as a third-party beneficiary under
the Servicing Agreement, to the extent relating to the 2003-A SUBI Assets,
including rights to certain Advances, and the SUBI Trust Agreement; and (ix) all
proceeds, accounts, money, general intangibles, instruments, chattel paper,
goods, investment property and other property consisting of, arising from or
relating to the foregoing.

                  "Owner Trustee" means Wilmington Trust Company, a Delaware
banking corporation, as trustee of the Issuer under the Trust Agreement.

                  "Paying Agent" means, (i) under the Indenture, U.S. Bank, as
Indenture Trustee, or any other Person that meets the eligibility standards for
the Indenture Trustee set forth in Section 6.11 of the Indenture and is
authorized by the Issuer to make the payments to and distributions from the Note
Distribution Account, including the payment of principal of or interest on the
Notes on behalf of the Issuer, and (ii) under the Trust Agreement, any paying
agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust
Agreement and shall initially be the U.S. Bank.

                  "Payment Ahead" means any payment of all or a part of one or
more Monthly Payments remitted by a Lessee with respect to a 2003-A Lease in
excess of the Monthly Payment due with respect to such 2003-A Lease, which
amount the Lessee has instructed the Servicer to apply to Monthly Payments due
in one or more subsequent Collection Periods.

                  "Payment Date" means the 15th day of each month, or if such
day is not a Business Day, then the next succeeding Business Day, beginning on
November 17, 2003.

                                       19


                  "Payment Date Advance Reimbursement" has the meaning set forth
in Section 8.03(a)(iv)(A) of the 2003-A Servicing Supplement.

                  "Payment Date Certificate" has the meaning set forth in
Section 8.03(a) of the Indenture.

                  "Payoff" means amounts paid to the Servicer to purchase a
2003-A Vehicle.

                  "Permitted Investments" has the meaning set forth in the
Titling Trust Agreement.

                  "Person" means any individual, corporation, limited liability
company, estate, partnership, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated organization, or
government, or any agency or political subdivision thereof.

                  "Pledgors" means NMAC, the Titling Trust, NILT Trust, the
Transferor, and the Issuer.

                  "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.05 of the Indenture in lieu of
a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

                  "Principal Carryover Shortfall" means, as of the close of any
Payment Date, the excess, if any, of the Principal Distribution Amount over the
Monthly Principal Distributable Amount.

                  "Principal Distribution Amount" means, for any Payment Date,
the aggregate amount of principal payable on the Securities, equal to the sum of
(i) the Optimal Principal Distributable Amount and (ii) any Principal Carryover
Shortfall as of the preceding Payment Date; provided, however, that on or after
the Note Final Scheduled Payment Date for any Class of Notes and so long as no
Indenture Default has been declared, the Principal Distribution Amount shall
equal, until the Class Balance of such Class is reduced to zero, the greater of
(i) such Class Balance and (ii) the sum of (A) the Optimal Principal
Distributable Amount and (B) any Principal Carryover Shortfall as of the
preceding Payment Date. Notwithstanding the foregoing, the Principal
Distribution Amount shall not exceed the outstanding Securities Balance and the
aggregate amount of principal paid in respect of a Class shall not exceed the
related Initial Class Balance.

                  "Proceeding" has the meaning set forth in the Titling Trust
Agreement.

                  "Prospectus" means the Prospectus, dated October 21, 2003,
relating to the offering of the Notes.

                  "Rated Securities" has the meaning set forth in the Titling
Trust Agreement.

                  "Rating Agency" means, with respect to the 2003-A SUBI, each
of Fitch, Moody's and Standard & Poor's.

                  "Rating Agency Condition" means, with respect to any action,
that each Rating Agency shall have been given ten Business Days (or such shorter
period as is acceptable to each Rating Agency) prior notice thereof by the
Transferor, the Administrative Agent, or the Issuer.

                  "Rating Event" means the qualification, reduction, or
withdrawal by such Rating Agency of its then-current rating of any Class.

                                       20


                  "Reallocation Payment" means the proceeds allocated from the
UTI to the 2003-A SUBI in connection with any reallocation of a Matured Vehicle
or a Defaulted Vehicle from the 2003-A SUBI to the UTI pursuant to Section
8.02(c) of the 2003-A Servicing Supplement in an amount equal to the Net
Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle.

                  "Record Date" means, with respect to any Payment Date, the
close of business on the day immediately preceding such Payment Date.

                  "Recoveries" means, with respect to a Collection Period, the
sum of all amounts received (net of taxes) with respect to all 2003-A Leases
which (i) became Liquidated Leases before such Collection Period and (ii) have
reached or were terminated prior to their respective Maturity Dates before such
Collection Period and with respect to which the proceeds from the sale of the
related 2003-A Vehicles were received before such Collection Period, minus any
amounts remitted to the related Lessees as required by law.

                  "Redemption Date" means in the case of a redemption of the
Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by
the Administrative Agent or the Issuer pursuant to Section 10.01 of the
Indenture.

                  "Redemption Price" means an amount equal to the Note Balance
plus accrued and unpaid interest thereon at the applicable Interest Rate for the
Notes being so redeemed (including, to the extent allowed by law, interest on
overdue interest, if applicable), up to but excluding the Redemption Date.

                  "Registered Pledgee" has the meaning set forth in the Titling
Trust Agreement.

                  "Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the related Deposit Date.

                  "Related Beneficiary" means each of NILT Trust and NALL II.

                  "Related Documents" shall mean all of the Basic Documents to
which the Issuer or the Owner Trustee is a party.

                  "Remaining Net Auction Proceeds" means Net Auction Proceeds,
less amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly
Early Termination Sale Proceeds and Liquidation Proceeds.

                  "Remaining Payoffs" means Payoffs, less amounts included in
Monthly Scheduled Termination Sale Proceeds and Monthly Termination Sale
Proceeds.

                  "Repayment Price" means an amount equal to the unpaid
principal amount of the Trust Certificates.

                  "Repurchase Payment" means, with respect to a 2003-A Lease and
the related 2003-A Vehicle required to be purchased by the Servicer pursuant to
Section 8.02(a) and Section 8.02(b) of the Servicing Agreement, the sum of (i)
the Securitization Value of the 2003-A Lease as of the end of the Collection
Period preceding the Collection Period in which the Servicer granted an
extension with respect to such 2003-A Lease or discovers or receives notice of
the change in domicile with respect to Section 8.02(a) of the Servicing
Agreement or discovers a breach of representations or warranties pursuant to
Section 8.02(b) of the Servicing Agreement and (ii) any delinquent Monthly
Payments

                                       21


which have not been paid by the related Lessee by the end of the Collection
Period relating to the Deposit Date on which the Repurchase Payment will be
made.

                  "Required Deposit Rating" has the meaning set forth in the
Titling Trust Agreement.

                  "Required Percentage" means the holders of not less than 66
2/3% of the (i) Outstanding Amount in the case of the Notes or (ii) Aggregate
Certificate Balance in the case of the Trust Certificates.

                  "Required Related Holders" has the meaning set forth in the
Basic Servicing Agreement.

                  "Reserve Account" means the account established pursuant to
Section 5.01(b) of the Trust Agreement, which shall be account number 77145002
in the name "U.S. Bank National Association, as Indenture Trustee, Nissan Auto
Lease Trust 2003-A Reserve Account" established with the Securities Intermediary
pursuant to the Trust Agreement, together with any successor accounts
established pursuant to the Indenture, or after release of the lien of the
Indenture, the Trust Agreement.

                  "Reserve Account Deposit Amount" means, (i) on the Closing
Date, the Initial Deposit Amount and thereafter, for any Payment Date and the
related Collection Period to the extent the amounts on deposit in the Reserve
Account are less than the Reserve Account Requirement, an amount equal to the
sum of (a) any Excess Amounts with respect to the related Collection Period and
(b) net income realized on the investment of funds on deposit in the 2003-A SUBI
Collection Account and the Reserve Account in respect of such Collection Period.

                  "Reserve Account Draw Amount" means, for any Payment Date, the
amount withdrawn from the Reserve Account, equal to the lesser of (a) the
Available Funds Shortfall Amount, if any, or (b) the amount on deposit in the
Reserve Account after giving effect to all deposits thereto on the related
Deposit Date or such Payment Date.

                  "Reserve Account Property" means the Reserve Account and all
cash, investment property and other property from time to time deposited or
credited to the Reserve Account and all proceeds thereof, including, without
limitation, the Initial Deposit.

                  "Reserve Account Requirement" means on any Payment Date, an
amount equal to $49,875,185.97.

                  "Residual Value" means the lowest of (i) the Contract
Residual, (ii) the MSRP ALG Residual and (iii) the MRM ALG Residual.

                  "Residual Value Loss" means, with respect to any Matured
Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the
Securitization Value of the related 2003-A Vehicle at (a) the Maturity Date of
the related 2003-A Lease or (b) the date the related 2003-A Lease was terminated
and (ii) the sum of all related Net Auction Proceeds and Net Insurance Proceeds.

                  "Residual Value Surplus" means, with respect to any Matured
Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the
sum of all related Net Auction Proceeds and Net Insurance Proceeds and (ii) the
Securitization Value of the related 2003-A Vehicle at (a) the Maturity Date of
the related 2003-A Lease or (b) the date the related 2003-A Lease was terminated
by the Lessee.

                   "Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Department (or any successor
group of the Indenture Trustee), including any Vice

                                       22


President, Assistant Secretary, or other officer or assistant officer of the
Indenture Trustee customarily performing functions similar to those performed by
the people who at such time shall be officers, or to whom any corporate trust
matter is referred within Corporate Trust Department because of his knowledge of
and familiarity with the particular subject.

                  "Restricted Jurisdiction" means Alabama and any additional
jurisdiction in which the Titling Trust is not qualified and licensed to do
business; provided, that the Servicer may change the designation of a
jurisdiction as a "Restricted Jurisdiction" by delivering an Officer's
Certificate to the Indenture Trustee and the Owner Trustee to the effect that
(i) Leased Vehicles may be titled in the name of the Titling Trustee or the
Titling Trustee on behalf of the Titling Trust and beneficial interests therein
may be transferred without retitling in Alabama or such other additional
jurisdiction, as the case may be, and (ii) such change in designation will not
have a material adverse effect on the Issuer.

                  "Rule 144A" means Rule 144A promulgated by the Commission
under the Securities Act.

                  "Rule 144A Information" means information requested of the
Transferor, in connection with the proposed transfer of a Trust Certificate, to
satisfy the requirements of paragraph (d)(4) of Rule 144A.

                  "Sales Proceeds Advance" means the amount advanced by the
Servicer to the Issuer on a Deposit Date equal to the Securitization Value of
each 2003-A Lease relating to a 2003-A Vehicle that terminated early (but was
not a Lease in default) and the amount equal to the Residual Value of each
2003-A Lease relating to a 2003-A Vehicle that matured on its scheduled
termination date.

                  "Schedule of 2003-A Leases and 2003-A Vehicles" means the
schedule of 2003-A Leases and 2003-A Vehicles attached as Exhibit A to the
2003-A SUBI Supplement and the 2003-A Servicing Supplement (which may be
supplied in CD-Rom form) which shall set forth as to each 2003-A Lease or 2003-A
Vehicle, as the case may be, (i) the identification number of the 2003-A Lease,
(ii) the identification number of the 2003-A Vehicle, (iii) the related Maturity
Date and (iv) the value of the 2003-A Lease and the related 2003-A Vehicle on
the Servicer's books as of the Cutoff Date.

                  "Secretary of State" means the Secretary of State of the State
of Delaware.

                  "Secured Obligations" has the meaning set forth in Section
5.02(f) of the Trust Agreement.

                  "Securities" means the Trust Certificates and the Notes,
collectively.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Balance" means, as of any date, the unpaid
principal amount of the Securities as of such date.

                  "Securities Intermediary" means U.S. Bank.

                  "Securitization Rate" means, with respect to a 2003-A Lease,
an annualized rate that is equal to 5.10%.

                  "Securitization Value" means, with respect to any 2003-A
Lease, the value calculated by the Servicer equal to, as of (i) its Maturity
Date, the Residual Value and (ii) any other date, the present

                                       23


value, discounted at the Securitization Rate, of the sum of (a) the aggregate
Monthly Payments remaining to be made and (b) the Residual Value.

                  "Securitized Financing" has the meaning set forth in the
Titling Trust Agreement.

                  "Security" means either a Note or a Trust Certificate, as the
context may require.

                  "Security Entitlement" has the meaning set forth in Section
8-102(a)(17) of the New York UCC.

                  "Securityholder" means each registered holder of a Note or a
Trust Certificate.

                  "Securityholder Available Funds" means, for any Payment Date,
all remaining Available Funds after giving effect to the payment to the Servicer
of the Servicer Monthly Payment.

                  "Servicer" means NMAC, as Servicer under the Servicing
Agreement.

                  "Servicer Default" has the meaning set forth in Section 4.01
to the Basic Servicing Agreement and under Section 8.12 of the 2003-A Servicing
Supplement.

                  "Servicer Letter of Credit" means a letter of credit, surety
bond or insurance policy issued by a depository institution, insurance company,
or financial institution having a short-term credit rating at least equal to the
Required Deposit Rating and providing that the Indenture Trustee or Trust Agent,
as the case may be, may draw thereupon in the event the Servicer satisfies the
Monthly Remittance Condition but fails to deposit SUBI Collections into the
2003-A SUBI Collection Account by the related Deposit Date.

                  "Servicer Monthly Payment" means, with respect to a Payment
Date and the related Collection Period, the amount to be paid to the Servicer
pursuant to Section 8.03(a)(iv) of the 2003-A Servicing Supplement in respect of
(i) the Payment Date Advance Reimbursement and (ii) the Servicing Fee, together
with any unpaid Servicing Fees in respect of one or more prior Collection
Periods.

                  "Servicing Agreement" means the Basic Servicing Agreement, as
supplemented by the 2003-A Servicing Supplement.

                  "Servicing Fee" means, with respect to the 2003-A SUBI Assets,
the fee payable on each Payment Date equal to, for the related Collection
Period, one-twelfth of the product of (i) 1.00% and (ii) the aggregate
Securitization Value of all 2003-A Leases as of the first day of such Collection
Period.

                  "Settlement Statement" means a statement substantially in the
form of Exhibit B to the 2003-A Servicing Supplement.

                  "Special Purpose Affiliate" means a special purpose entity
that is an Affiliate of a Beneficiary and was created for the purposes of one or
more Securitized Financings.

                  "Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc.

                  "State" means any state of the United Sates, Puerto Rico, or
the District of Columbia.

                                       24


                  "Statutory Trust Statute" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq.

                   "SUBI" has the meaning set forth in the Recitals to the
2003-A Servicing Supplement.

                  "SUBI Certificate" has the meaning set forth in Section
3.02(a) of the Titling Trust Agreement.

                  "SUBI Certificate Transfer Agreement" means the SUBI
Certificate Transfer Agreement, dated as of October 29, 2003, 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
2003-A SUBI Assets during the Collection Period, including: (i) Monthly Payments
(including Payments Ahead when received), Payoffs, and any other payments under
the 2003-A Leases (excluding any Administrative Charges); (ii) Reallocation
Payments and Repurchase Payments made by the Servicer; (iii) Monthly Scheduled
Termination Sale Proceeds; (iv) Monthly Early Termination Sale Proceeds; (v) Net
Liquidation Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions
Proceeds; (viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear
Charges; (x) Recoveries and (xi) Residual Value Surplus; in each case to the
extent not duplicative with any other clause of this definition.

                  "SUBI Trust Agreement" means the Titling Trust Agreement, as
supplemented by a 2003-A SUBI Supplement.

                  "Sub-Trust" has the meaning set forth in Section 3.01(b) of
the Titling Trust Agreement.

                  "Termination Event" has the meaning set forth in the Interest
Rate Cap Agreement.

                  "Titling Trust" means Origination Trust.

                  "Titling Trust Agreement" means Origination Trust Agreement.

                  "Titling Trustee" means Origination Trustee.

                  "TIA" means the Trust Indenture Act of 1939.

                  "Transferor" means NALL II.

                  "Transferor's Formation Documents" means the Certificate of
Formation of Nissan Auto Leasing LLC II, dated as of October 24, 2001 and the
Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of
October 29, 2001.

                   "Transfer Price" has the meaning set forth in Section 2.01 to
the SUBI Certificate Transfer Agreement and the Trust SUBI Certificate Transfer
Agreement, as the context may require.

                  "Treasury Regulations" means regulations, including proposed
or temporary regulations, promulgated under the Code. References herein to
specific provisions of proposed or temporary

                                       25


regulations shall include analogous provisions of final Treasury Regulations or
other successor Treasury Regulations.

                  "Trust" means Nissan Auto Lease Trust 2003-A, until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein, each other obligor on the Notes.

                  "Trust Account" has the meaning set forth in the Titling Trust
Agreement.

                  "Trust Administration Agreement" means the Trust
Administration Agreement, dated as of October 29, 2003, among the NMAC, as the
Administrative Agent, the Issuer, the Transferor and the Indenture Trustee.

                  "Trust Agent" means U.S. Bank, as Trust Agent under the
Titling Trust Agreement.

                  "Trust Agreement" means the trust agreement, dated as of May
13, 2003, as amended and restated by the Amended and Restated Trust Agreement
dated as of October 29, 2003, between the Transferor and the Owner Trustee.

                  "Trust Assets" has the meaning set forth in the Titling Trust
Agreement.

                  "Trust Certificateholder" means the Person in whose name a
Trust Certificate is registered on the Certificate Register.

                  "Trust Certificates" means the Asset Backed Certificates
issued pursuant to the Trust Agreement, substantially in the form of Exhibit A
to the Trust Agreement.

                  "Trust Documents" has the meaning set forth in the Titling
Trust Agreement.

                  "Trust Estate" means all money, accounts, chattel paper,
general intangibles, goods, instruments, investment property, securities,
deposit accounts and other property subject or intended to be subject to the
lien and security interest of this Indenture for the benefit of the Noteholders
(including the Collateral Granted to the Indenture Trustee), including (i) the
2003-A SUBI Certificate, evidencing a 100% beneficial interest in the 2003-A
SUBI Assets, including the right to payments thereunder from certain amounts in
respect of the 2003-A Leases and 2003-A Vehicles on deposit in the 2003-A SUBI
Collection Account and investment earnings, net of losses and investment
expenses on amounts on deposit in the 2003-A SUBI Collection Account, (ii)
amounts deposited in the Reserve Account, (iii) the proceeds of the Interest
Rate Cap Agreement and the rights of the Issuer under the Interest Rate Cap
Agreement, (iv) the rights of the Issuer under the Back-up Security Agreement,
(v) the rights of the Issuer to the funds on deposit from time to time in the
Note Distribution Account and any other account or accounts established pursuant
to the Indenture and all cash, investment property and other property from time
to time credited thereto and all proceeds thereof, (vi) the rights of the
Transferor, as transferee under the SUBI Certificate Transfer Agreement, (vii)
the rights of the Issuer, as transferee under the Trust SUBI Certificate
Transfer Agreement, (viii) the rights of the Issuer as a third-party beneficiary
of the Servicing Agreement, including the right to certain Advances, and the
SUBI Trust Agreement, and (ix) all proceeds, accounts, money, general
intangibles, instruments, chattel paper, goods, investment property, securities,
deposit accounts and other property consisting of, arising from or relating to
the foregoing.

                   "Trust SUBI Certificate Transfer Agreement" means the Trust
SUBI Certificate Transfer Agreement, dated as of October 29, 2003, between NALL
II, as transferor, and the Issuer, as transferee.

                                       26


                  "Trustee" means NILT, Inc., in its capacity as trustee of the
Titling Trust.

                  "2003-A Eligible Lease" means a Lease as to which the
following are true as of the Cutoff Date:

                  (a) relates to a Nissan automobile, light duty truck, minivan,
or sport utility vehicle, of a model year of 2001 or later;

                  (b) is written with respect to a Leased Vehicle that was at
the time of the origination of the related Lease a new Nissan motor vehicle;

                  (c) was originated in the United States on or after March 24,
2000 by a Dealer (i) for a Lessee with a United States address, (ii) in the
ordinary course of such Dealer's business, (iii) pursuant to a Dealer agreement
that provides for recourse to the dealer in the event of certain defects in the
Lease, but not for default by the Lessee, and (iv) in compliance with procedures
set forth in the Credit and Collection Policy;

                  (d) is payable solely in United States dollars;

                  (e) is owned, and the related Leased Vehicle is owned by the
Titling Trust, free of all liens (including tax liens, mechanics' liens, and
other liens that arise by operation of law);

                  (f) has a remaining term to maturity as of the Cutoff Date, of
not less than 3 months and not greater than 58 months.

                  (g) provides for level payments that fully amortize the
adjusted capitalized cost of the Lease at a contractual annual percentage rate
to the related Contract Residual over the lease term and, in the event of a
Lessee initiated early termination, provides for payment of the Early
Termination Charge;

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

                  (i) is not more than 29 days past due as of the Cutoff Date;

                  (j) (A) is the valid, legal and binding full-recourse payment
obligation of the related Lessee, enforceable against such Lessee in accordance
with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now
or hereafter in effect, affecting the enforcement of credits' rights in general
or (ii) general principles of equity, (B) has not been satisfied, subordinated,
rescinded, canceled or terminated, (C) is a Lease as to which no right of
rescission, setoff, counterclaim or defense shall have been asserted or
threatened in writing, (D) is a Lease as to which no default (other than payment
defaults continuing for a period of no more than 29 days as of the Cutoff Date),
breach or violation shall have occurred and no continuing condition that with
notice or lapse of time or both would constitute a default, breach or violation
shall have occurred and (E) is a Lease as to which none of the foregoing shall
have been waived (other than deferrals and waivers of late payment charges or
fees permitted under the Servicing Agreement);

                  (k) is a Lease which has not been deemed to be uncollectible;

                                       27


                  (l) the related Lessee of which is a person located in one or
more of the 50 states of the United States or the District of Columbia and is
not (i) NMAC or any of its Affiliates, or (ii) the United States or any State or
any agency or potential subdivision thereof;

                  (m) is a Lease for which there is only one executed original;

                  (n) has an original term of not less than 24 months and not
greater than 48 months;

                  (o) is a Lease for which the related Lease Documents are
located at an address specified by the Servicer;

                  (p) constitutes "chattel paper" as defined in the UCC;

                  (q) is not recourse to the Dealer;

                  (r) with respect thereto, NMAC, in accordance with its
customary procedures, has determined at the time of origination of such Lease
that the related Lessee has agreed to obtain physical damage insurance covering
the related Leased Vehicle and is required under the terms of such Lease to
maintain such insurance; and

                  (s) has a Securitization Value, as of its origination date, of
no greater than $47,000.

                   "2003-A Lease" has the meaning set forth in Section 8.01 of
the 2003-A Servicing Supplement.

                  "2003-A Servicing Supplement" means the 2003-A SUBI Servicing
Supplement to the Basic Servicing Agreement, dated as of October 29, 2003, among
the parties to the Basic Servicing Agreement.

                  "2003-A SUBI" has the meaning set forth in Section 12.01(a) of
the 2003-A SUBI Supplement.

                  "2003-A SUBI Assets" has the meaning set forth in Section
12.01(b) to the 2003-A SUBI Supplement.

                  "2003-A SUBI Account" means the 2003-A SUBI Collection
Account, and any other Trust Account established with respect to the 2003-A
SUBI, as the context may require.

                  "2003-A SUBI Certificate" has the meaning set forth in the
recitals of the 2003-A SUBI Supplement.

                  "2003-A SUBI Collection Account" means the trust account
established pursuant to Section 14.01(a) of the 2003-A SUBI Supplement.

                  "2003-A SUBI Supplement" means the 2003-A SUBI Supplement to
the Titling Trust Agreement, dated as of October 29, 2003, among the parties to
the Titling Trust Agreement.

                  "2003-A Vehicle" has the meaning set forth in Section 8.01 to
the 2003-A SUBI Servicing Supplement.

                  "UCC" means the Uniform Commercial Code as in effect in the
applicable jurisdiction.

                                       28


                  "Underwriting Agreement" means the underwriting agreement
relating to the Notes dated October 21, 2003, among JP Morgan Securities Inc.,
as Representative, on behalf of the several underwriters, NMAC and the
Transferor.

                  "United States" means the United States of America, its
territories and possessions and areas subject to its jurisdiction.

                  "U.S. Bank" means U.S. Bank National Association.

                  "UTI" has the meaning set forth in Section 3.01(a) of the
Titling Trust Agreement.

                  "UTI Beneficiary" means NILT Trust, in its capacity as the
initial beneficiary of the Titling Trust.

                  "UTI Certificate" has the meaning set forth in Section 3.03 of
the Titling Trust Agreement.

                  "Vehicle Representation Date" has the meaning set forth in the
Basic Servicing Agreement.

                  Section 1.02. Interpretative Provisions. Any reference in this
Agreement of Definitions to any agreement means such agreement as it may be
amended, restated, supplemented, or otherwise modified from time to time; any
reference in this Agreement of Definitions to any law, statute, regulation,
rule, or other legislative action shall mean such law, statute, regulation,
rule, or other legislative action as amended, supplemented, or otherwise
modified from time to time, and shall include any rule or regulation promulgated
hereunder; and any reference in this Agreement of Definitions to a Person shall
include the successor or assignee of such Person.

                  Section 1.03. Notices. All demands, notices, and
communications hereunder shall be in writing and shall be delivered or mailed by
registered or certified first-class United States mail, postage prepaid, hand
delivery, prepaid courier service, or by telecopier, and addressed in each case
as follows: the Issuer, at c/o Wilmington Trust Company, as Owner Trustee,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890
(telecopier no. (302) 651-8882), Attention: Corporate Trust Administration with
a copy to the Administrative Agent, at 990 West 190th Street, Torrance,
California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NILT
Trust, at 990 West 190th Street, Torrance, California, 90502 (telecopier no.
(310) 324-2542), Attention: Treasurer; Nissan-Infiniti LT, at 990 West 190th
Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention:
Treasurer; NMAC, at 990 West 190th Street, Torrance, California 90502
(telecopier no. (310) 324-2542), Attention: Treasurer; the Transferor, at 990
West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542),
Attention: Secretary; NILT, Inc., at U.S. Bank National Association, Wrigley
Building, 400 North Michigan Avenue, 2nd Floor, Chicago, Illinois 60611
(telecopier no. (312) 836-6701) Attention: NILT Inc.; Wilmington Trust Company,
as Owner Trustee and Delaware Trustee, at Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier
no. (302) 651-8882), Attention: Corporate Trust Administration; and U.S. Bank
National Association, as Indenture Trustee and Trust Agent, at U.S. Bank
National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor,
Chicago, IL 600611 (telecopier no. (312) 836-6701), Attention: Nissan Auto Lease
Trust 2003-A.

         Section 1.04. Amendment. (a) This Agreement of Definitions may be
amended by the parties hereto, without the consent of any of the Noteholders or
the Trust Certificateholders, to cure any

                                       29


ambiguity, to correct or supplement any provisions herein or therein, to add,
change or eliminate any other provisions hereof or thereof with respect to
matters or questions arising hereunder or thereunder that shall not be
inconsistent with the provisions hereof or thereof, or to add or amend any
provision therein in connection with permitting transfers of the Certificates or
the Notes; provided, however, that any such action shall not, in the good faith
judgment of the parties hereto or thereto, adversely affect in any material
respect the interests of any Noteholders, any Certificateholders, the Indenture
Trustee, the Owner Trustee or the Titling Trustee; or, as a condition to the
effectiveness of such amendment, the Indenture Trustee and the Owner Trustee
shall have received an Opinion of Counsel to the effect that such action shall
not adversely affect in any material respect the interests of any Noteholders or
any Certificateholders; and provided, further that any amendment eliminating the
Reserve Account or reducing the Reserve Account Requirement shall also require
NALL II to deliver to the Owner Trustee an Opinion of Counsel to the effect that
after such amendment, for federal income tax purposes, the Issuer will not be
treated as an association taxable as a corporation and the Notes should properly
be characterized as indebtedness that is secured by the assets of the Issuer.

                  (b) This Agreement of Definitions may also be amended from
time to time by the parties hereto including with respect to (i) changing the
formula for determining the Reserve Account that which could result in a
decrease in the amount of the Reserve Account Requirement, (ii) changing the
remittance schedule for deposits in the 2003-A Note Distribution Account and the
2003-A Certificate Distribution Account, or (iii) changing the definition of
"Eligible Investments", if either (A) the Indenture Trustee has been furnished
with confirmation (written or oral) from each Rating Agency to the effect that
such amendment would not cause its then-current rating of any Rated Securities
to be qualified, reduced or withdrawn, or (B) the Indenture Trustee has received
the consent of the Noteholders holding Notes representing more than 50% of the
aggregate Outstanding Principal Amount, voting together as a single class, and
the Owner Trustee has received the consent of the Trust Certificateholders
holding Trust Certificates representing more than 50% of the aggregate
outstanding principal amount of the Trust Certificates (which consent of any
Noteholder or Trust Certificateholder given pursuant to this Section 1.03(b) or
pursuant to any other provision of this Agreement of Definitions shall be
conclusive and binding on such Noteholder or Trust Certificateholder and on all
future Noteholders or Trust Certificateholders of such Note and of any or Note
or Trust Certificate issued upon the transfer thereof or in exchange thereof, or
in lieu thereof whether or not notation of such consent is made upon the Note or
Trust Certificate); provided, however, that (1) any amendment eliminating the
Reserve Account or reducing the Reserve Account Requirement to less than the
lesser of the Reserve Account Initial Deposit and the sum of the Note Balance
and the Certificate Balance as of the related Distribution Date (after giving
effect to reductions in the Note Balance and Certificate Balance on such
Distribution Date), shall also require that the Indenture Trustee and each
Rating Agency receive an Opinion of Counsel to the effect that, after such
amendment, for federal income tax purposes the Notes will properly be
characterized as indebtedness that is secured by the assets of the Issuer; and
(2) no such amendment shall (x) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on the 2003-A SUBI
Certificate or distributions that shall be required to be made on any Note or
Certificate or (y) reduce the aforesaid percentage of the Notes or of the Trust
Certificates required to consent to any such amendment, without the consent of
all of the Noteholders and all of the Trust Certificateholders holding Notes or
Trust Certificates, as applicable, then outstanding.

                  Section 1.05. Severability of Provisions. Any provision of
this Agreement of Definitions that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and

                                       30


any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

                  Section 1.06. Counterparts. This Agreement of Definitions may
be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

                  Section 1.07. Headings. The headings of the various Articles
and Sections herein are for convenience or reference only and shall not define
or limit any of the terms or provisions hereof.

                  Section 1.08. Governing Law. THIS AGREEMENT OF DEFINITIONS
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

                                       31


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement of Definitions to be duly executed by their respective officers duly
authorized as of the day and year first above written.

                        NISSAN MOTOR ACCEPTANCE CORPORATION
                          Individually, as Servicer, and as Administrative Agent

                        By: /s/ Steven R. Lambert
                            --------------------------------------------
                            Name: Steven R. Lambert
                            Title: President

                        NISSAN-INFINITI LT

                        By: NILT, INC.,
                            as Trustee for Nissan-Infiniti LT

                             By: /s/ Patricia M. Child
                                 ----------------------------------------
                             Name: Patricia M. Child
                             Title: President

                        NILT TRUST
                            as UTI Beneficiary, Grantor, and Transferor

                        By:  U.S. BANK NATIONAL ASSOCIATION,
                             as Trustee for NILT Trust

                             By: /s/ Patricia M. Child
                                 ---------------------------------------
                               Name: Patricia M. Child
                               Title: Vice President

                        NILT, INC.
                               as Trustee for Nissan-Infiniti LT

                        By:  /s/ Patricia M. Child
                            -------------------------------------------
                             Name: Patricia M. Child
                             Title: President

                                                        Agreement of Definitions

                                      S-1


                        NISSAN AUTO LEASING LLC II

                        By: /s/ Joji Tagawa
                            -------------------------------------------
                            Name: Joji Tagawa
                            Title: Treasurer

                        NISSAN AUTO LEASE TRUST 2003-A

                        By: WILMINGTON TRUST COMPANY,
                            not in its individual capacity, but solely as
                            Owner Trustee

                           By: /s/ Anita E. Dallago
                               ---------------------------------------
                               Name: Anita E. Dallago
                               Title: Senior Financial Services Officer

                        WILMINGTON TRUST COMPANY
                           as Owner Trustee and as Delaware Trustee

                        By: /s/ Anita E. Dallago
                            -------------------------------------------
                            Name: Anita E. Dallago
                            Title: Senior Financial Services Officer

                        U.S. BANK NATIONAL ASSOCIATION
                            as Trust Agent, Indenture Trustee, and as Secured
                            Party

                        By: /s/ Patricia M. Child
                            -------------------------------------------
                            Name: Patricia M. Child
                            Title: Vice President

                                                        Agreement of Definitions

                                      S-2

EX-10.2

                                                                    EXHIBIT 10.2

- --------------------------------------------------------------------------------

                                   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

                            -------------------------

                                   2003-A SUBI
                                   SUPPLEMENT

                          Dated as of October 29, 2003

                            -------------------------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                   PAGE
                                                                             
                                 ARTICLE ELEVEN
                                   DEFINITIONS

Section 11.01.   Definitions................................................        2
Section 11.02.   Interpretive Provisions....................................        2
Section 11.03.   Rights in Respect of the 2003-A SUBI.......................        3

                                 ARTICLE TWELVE
                           CREATION OF THE 2003-A SUBI

Section 12.01.   Creation of 2003-A SUBI Assets and the 2003-A SUBI.........        3
Section 12.02.   Transfer of 2003-A SUBI Interests..........................        4
Section 12.03.   Issuance and Form of 2003-A SUBI Certificate...............        4
Section 12.04.   Actions and Filings........................................        6
Section 12.05.   Termination of the 2003-A SUBI.............................        6
Section 12.06.   Representations and Warranties of Trustee..................        7
Section 12.07.   Transfer and Assignment of Certificates....................        7

                                ARTICLE THIRTEEN
                               2003-A SUBI PLEDGE

Section 13.01.   Registration of the 2003-A SUBI Pledge.....................        7

                                ARTICLE FOURTEEN
                              2003-A SUBI ACCOUNTS

Section 14.01.   2003-A SUBI Collection Account.............................        8
Section 14.02.   2003-A Reserve Account.....................................        8
Section 14.03.   Investment of Monies in 2003-A SUBI Accounts...............        8
Section 14.04.   No Residual Value Account or Payahead Account..............        9

                                 ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS

Section 15.01.   Amendment..................................................        9
Section 15.02.   Governing Law..............................................       10
Section 15.03.   Notices....................................................       10
Section 15.04.   Severability of Provisions.................................       10
Section 15.05.   Effect of Supplement on Titling Trust Agreement............       10
Section 15.06.   No Petition................................................       11


                                      -i-



                                TABLE OF CONTENTS
                                  (CONTINUED)



                                                                                   PAGE
                                                                                
                                    EXHIBITS

Exhibit A - Schedule of 2003-A Leases and 2003-A Leased Vehicles...............    A-1
Exhibit B - Form of 2003-A SUBI Certificate....................................    B-1


                                      -ii-



                             2003-A SUBI SUPPLEMENT

         This 2003-A SUBI Supplement, dated as of October 29, 2003, is among
NILT Trust, a Delaware statutory trust ("NILT Trust"), as grantor and initial
beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary,"
respectively), Nissan Motor Acceptance Corporation, a California corporation
("NMAC"), as servicer (in such capacity, the "Servicer"), NILT, Inc., a Delaware
corporation, as trustee (the "Trustee"), Wilmington Trust Company, a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank
National Association, a national banking association ("U.S. Bank"), as trust
agent (in such capacity, the "Trust Agent").

                                    RECITALS

         A.       Pursuant to the Amended and Restated Trust and Servicing
Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among
the parties hereto, Nissan-Infiniti LT, a Delaware statutory trust (the "Titling
Trust"), was formed to take assignments and conveyances of and hold in trust
various assets (the "Trust Assets");

         B.       The UTI Beneficiary, the Servicer and the Titling Trust have
entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the "Basic
Servicing Agreement"), by and among the UTI Beneficiary, the Servicer, and the
Titling Trust, which provides for, among other things, the servicing of the
Trust Assets by the Servicer;

         C.       Pursuant to the Titling Trust Agreement, from time to time the
Trustee, on behalf of the Titling Trust and at the direction of the UTI
Beneficiary, will identify and allocate on the books and records of the Titling
Trust certain Trust Assets and create and issue one or more special units of
beneficial interest (each, a "SUBI"), the beneficiaries of which generally will
be entitled to the net cash flows arising from such Trust Assets;

         D.       The parties hereto desire to supplement the Titling Trust
Agreement (as so supplemented by this 2003-A SUBI Supplement, the "SUBI Trust
Agreement") to create a SUBI (the "2003-A SUBI");

         E.       The parties hereto desire to identify and allocate to the
2003-A SUBI a separate portfolio of Trust Assets consisting of leases (the
"2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the
"2003-A Vehicles"), and certain other related assets;

         F.       The parties hereto also desire to issue to NILT Trust a
certificate evidencing a 100% beneficial interest in the 2003-A SUBI (the
"2003-A SUBI Certificate").

         G.       NILT Trust will transfer the 2003-A SUBI Certificate to Nissan
Auto Leasing LLC II ("NALL II") pursuant to the SUBI Certificate Transfer
Agreement, dated as of October 29, 2003 (the "SUBI Certificate Transfer
Agreement"). NALL II will further transfer the 2003-A SUBI Certificate to Nissan
Auto Lease Trust 2003-A (the "Trust") pursuant to the Trust SUBI Certificate
Transfer Agreement, dated as of October 29, 2003 (the "Trust SUBI Certificate
Transfer Agreement"), between NALL II, as transferor (the "Transferor") and the
Trust, as transferee.

                                                                 SUBI Supplement

                                       1



         H. Pursuant to the Indenture, dated as of October 29, 2003 (the
"Indenture"), by and between the Trust, as issuer (the "Issuer") and U.S. Bank,
as Indenture Trustee (the "Indenture Trustee"), the Issuer will (i) issue
$240,300,000 aggregate principal amount of 1.16563% Asset Backed Notes, Class
A-1 (the "Class A-1 Notes"), $277,000,000 aggregate principal amount of 1.69000%
Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $379,950,000 aggregate
principal amount of Floating Rate Asset Backed Notes, Class A-3a (the "Class
A-3a Notes"), and $342,450,000 aggregate principal amount of 2.57000% Asset
Backed Notes, Class A-3b (the "Class A-3b Notes," and together with the Class
A-1 Notes, the Class A-2 Notes, and the Class A-3a Notes, the "Notes"); and (ii)
pledge the 2003-A SUBI Certificate to the Indenture Trustee for the benefit of
the holders of the Notes.

         I. The parties hereto also desire to register a pledge of the 2003-A
SUBI Certificate to the Indenture Trustee for the benefit of the holders of the
Notes.

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

                                 ARTICLE ELEVEN
                                   DEFINITIONS

         Section 11.01. Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among the Issuer, NILT Trust,
as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual
capacity, as Servicer and as administrative agent (in such capacity, the
"Administrative Agent"), NALL II, NILT, Inc., as Trustee, Wilmington Trust
Company, as Delaware Trustee and owner trustee (in such capacity, the "Owner
Trustee") and U.S. Bank, as Trust Agent and Indenture Trustee.

         Section 11.02. Interpretive Provisions. For all purposes of this 2003-A
SUBI Supplement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used herein include, as appropriate, all genders
and the plural as well as the singular, (ii) references to this 2003-A SUBI
Supplement include all Exhibits hereto, (iii) references to words such as
"herein," "hereof" and the like shall refer to this 2003-A SUBI Supplement as a
whole and not to any particular part, Article, or Section herein, (iv)
references to an Article or Section such as "Article Twelve" or "Section 12.01"
shall refer to the applicable Article or Section of this 2003-A SUBI Supplement,
(v) the term "include" and all variations thereof shall mean "include without
limitation," (vi) the term "or" shall include "and/or", and (vii) the term
"proceeds" shall have the meaning ascribed to such term in the UCC.

         Any reference in this 2003-A SUBI Supplement to any agreement means
such agreement as it may be amended, restated, supplemented (only to the extent
such agreement as supplemented relates to the Notes), or otherwise modified from
time to time. Any reference in this 2003-A SUBI Supplement to any law, statute,
regulation, rule, or other legislative action shall mean such law, statute,
regulation, rule, or other legislative action as amended, supplemented, or
otherwise modified from time to time, and shall include any rule or regulation

                                                                 SUBI Supplement

                                       2



promulgated thereunder. Any reference in this 2003-A SUBI Supplement to a Person
shall include the successor or assignee of such Person.

         Section 11.03. Rights in Respect of the 2003-A SUBI. Each Holder and
Registered Pledgee of the 2003-A SUBI Certificate (including the Trust) is a
third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust
Agreement and this 2003-A SUBI Supplement apply to the 2003-A SUBI, the Holders
of the 2003-A SUBI Certificate, and the Registered Pledgees of the 2003-A SUBI
Certificate. Therefore, to that extent, references in the SUBI Trust Agreement
to the ability of a "Holder," "Related Beneficiary," or a "Registered Pledgee"
of a SUBI Certificate to take any action shall be deemed to refer to the Trust
acting at its own instigation or upon the instruction of the requisite voting
percentage of holders of Securities or Rated Securities, as specified in the
Indenture or the Trust Agreement, as applicable.

                                 ARTICLE TWELVE
                           CREATION OF THE 2003-A SUBI

         Section 12.01. Creation of 2003-A SUBI Assets and the 2003-A SUBI.

         (a)      Pursuant to Section 3.01(a) of the Titling Trust Agreement,
the UTI Beneficiary directs the Trustee to create, and the Trustee hereby
creates, one Sub-Trust which shall be known as the "2003-A SUBI." The 2003-A
SUBI shall represent a special unit of beneficial interest solely in the 2003-A
SUBI Assets.

         (b)      Pursuant to Section 3.01(a) of the Titling Trust Agreement,
the UTI Beneficiary hereby directs the Trustee to identify and allocate or to
cause to be identified and allocated to the 2003-A SUBI on the books and records
of the Titling Trust a separate Sub-Trust of Trust Assets consisting of 2003-A
Eligible Leases and the related Leased Vehicles and other associated Trust
Assets owned by the Titling Trust and not allocated to any Other SUBI or
reserved for allocation to any Other SUBI (or owned or acquired by the Trustee
on behalf of the Titling Trust but not yet allocated to, or reserved for
allocation to, any specific Sub-Trust). Such Trust Assets (the "2003-A SUBI
Assets") shall be accounted for and held in trust independently from all other
Trust Assets within the Titling Trust. Based upon their identification and
allocation by the Servicer pursuant to the 2003-A Servicing Supplement, the
Trustee hereby identifies and allocates as 2003-A SUBI Assets the 2003-A Leases
and 2003-A Vehicles more particularly described on the Schedule of 2003-A Leases
and 2003-A Vehicles and the related Trust Assets described above, each such
2003-A SUBI Asset to be identified on the books and accounts of the Titling
Trust as being allocated to the 2003-A SUBI.

         (c)      The Titling Trust is hereby granted the power and authority
and is authorized, and the Trustee is authorized on behalf of the Titling Trust,
to execute, deliver and perform its obligations under the Basic Documents.

                                                                 SUBI Supplement

                                       3



         Section 12.02. Transfer of 2003-A SUBI Interests.

         (a)      Interests in the 2003-A SUBI may not be transferred or
assigned by the UTI Beneficiary, and any such purported transfer or assignment
shall be deemed null, void, and of no effect herewith; provided, however, that
the 2003-A SUBI Certificate and the interests in the 2003-A SUBI represented
thereby may be (i) sold to the Transferor pursuant to the SUBI Certificate
Transfer Agreement, (ii) sold, transferred and assigned by the Transferor
absolutely, or transferred and assigned or a security interest therein granted,
in connection with a Securitized Financing, (iii) transferred to the Indenture
Trustee or any subsequent Registered Pledgee to itself or any other Person
following the occurrence of an Indenture Default (which has not been rescinded)
or any similar term in any subsequent Securitized Financing secured by the
2003-A SUBI Certificate or any interest therein and (iv) transferred to each
direct or indirect permitted transferee of the Indenture Trustee or such
subsequent Registered Pledgee, in each case in the circumstances contemplated
in, and subject to the conditions set forth in, Section 3.04(b) of the Titling
Trust Agreement. Each such transfer shall be registrable upon surrender of the
2003-A SUBI Certificate to be transferred for registration of the transfer at
the corporate trust office of the Trustee (or the Trust Agent, if applicable),
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder thereof or such Holder's attorney duly
authorized in writing, and thereupon a new 2003-A SUBI Certificate of a like
aggregate fractional undivided interest will be issued to the designated
permitted transferee.

         (b)      For any transfer of the 2003-A SUBI Certificate or an interest
therein to be effective, on or prior to the date of any absolute sale, transfer,
or assignment, the related transferee must execute and deliver to the Trustee
the non-petition covenant and the agreement required pursuant to Section 3.04(b)
of the Titling Trust Agreement.

         Section 12.03. Issuance and Form of 2003-A SUBI Certificate.

         (a)      The 2003-A SUBI shall be represented by a 2003-A SUBI
Certificate that shall represent a 100% beneficial interest in the 2003-A SUBI
and the 2003-A SUBI Assets, as further set forth herein. The 2003-A SUBI
Certificate shall, upon transfer to the Trust, be registered in the name of the
Trust, representing the beneficial interest in the 2003-A SUBI Assets allocated
from the UTI. The Trustee shall register a pledge of the 2003-A SUBI Certificate
in favor of the Indenture Trustee (for the benefit of the holders of the Notes),
as provided in Article Thirteen, and shall deliver the 2003-A SUBI Certificate
to the Indenture Trustee. The 2003-A SUBI Certificate shall be substantially in
the form of Exhibit B attached hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required by this 2003-A
SUBI Supplement and may have such letters, numbers or other marks of
identification and such legends and endorsements placed thereon as may,
consistently herewith and with the Titling Trust Agreement, be directed by the
UTI Beneficiary. Any portion of any 2003-A SUBI Certificate may be set forth on
the reverse thereof, in which case the following reference to the portion of the
text on the reverse shall be inserted on the face thereof, in relative proximity
to and prior to the signature of the Trustee executing such 2003-A SUBI
Certificate:

                                                                 SUBI Supplement

                                       4



                  Reference is hereby made to the further provisions of this
                  certificate set forth on the reverse hereof, which provisions
                  shall for all purposes have the same effect as if set forth at
                  this place.

         In addition, the 2003-A SUBI Certificate will bear a legend to the
following effect:

                  THIS 2003-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE
         SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE
         HOLDER HEREOF, BY PURCHASING THIS 2003-A SUBI CERTIFICATE, AGREES THAT
         THIS 2003-A SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
         OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
         OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE
         HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
         THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A
         QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,
         IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
         BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL
         APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER APPLICABLE JURISDICTIONS.

         The 2003-A SUBI Certificate shall be printed, lithographed,
typewritten, mimeographed, photocopied, or otherwise produced or may be produced
in any other manner as may, consistently herewith and with the Titling Trust
Agreement, be determined by the UTI Beneficiary. The 2003-A SUBI Certificate and
the interest in the 2003-A SUBI evidenced thereby shall constitute a "security"
within the meaning of Section 8-102(a)(15) of the UCC and a "certificated
security" within the meaning of Section 8-102(a)(4) of the UCC.

         (b)      If (i) the 2003-A SUBI Certificate is mutilated and
surrendered to the Trustee, or the Trustee receives evidence to its satisfaction
of the destruction, loss, or theft of the 2003-A SUBI Certificate, and (ii)
there is delivered to the Trustee such security or indemnity as may reasonably
be required by it to hold the Trust and the Trustee, as applicable, harmless,
then the Trustee shall execute and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost, or stolen 2003-A SUBI Certificate, a
replacement 2003-A SUBI Certificate. Every 2003-A SUBI Certificate issued
pursuant to this Section 12.03(b) in replacement of any mutilated, destroyed,
lost, or stolen 2003-A SUBI Certificate shall constitute an original additional
contractual obligation of the Trust, whether or not the mutilated, destroyed,
lost, or stolen 2003-A SUBI Certificate shall be at any time enforceable by
anyone, and shall be entitled to all of the benefits of the SUBI Trust Agreement
equally and proportionately with any and all other 2003-A SUBI Certificates duly
issued hereunder. The provisions of this Section 12.03(b) are exclusive and
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost, or stolen 2003-A SUBI
Certificates.

                                                                 SUBI Supplement

                                       5



         Section 12.04. Actions and Filings. The UTI Beneficiary and the Trustee
shall undertake all other and future actions and activities as may be deemed
reasonably necessary by the Servicer pursuant to the Servicing Agreement to
perfect (or evidence) and confirm the foregoing allocations of Trust Assets to
the 2003-A SUBI, including filing or causing to be filed UCC financing
statements and executing and delivering all related filings, documents or
writings as may be deemed reasonably necessary by the Servicer or the Registered
Pledgee hereunder or under any other Basic Document. The UTI Beneficiary hereby
irrevocably makes and appoints each of the Trustee and the Servicer, and any of
their respective officers, employees, or agents, as the true and lawful
attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an
interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary
any financing statements, continuation statements, security agreements,
mortgages, assignments, affidavits, letters of authority, notices, or similar
documents necessary or appropriate to be executed or filed pursuant to this
Section.

         Section 12.05. Termination of the 2003-A SUBI.

         (a)      In connection with any purchase by the Servicer of the corpus
of the Trust pursuant to Article Nine of the Trust Agreement, the succession of
the Servicer to the interest in the 2003-A SUBI represented by the 2003-A SUBI
Certificate, or should all of the interest in the 2003-A SUBI thereafter be held
by the UTI Beneficiary or the Holders of the UTI Certificates, whether by
transfer, sale, or otherwise, then upon the direction of such Holders, the
2003-A SUBI shall be terminated, the 2003-A SUBI Certificate shall be returned
to the Trustee and canceled, and the Servicer shall reallocate all 2003-A SUBI
Assets to the UTI.

         (b)      So long as the Notes are Outstanding, the 2003-A SUBI shall
not be dissolved unless (a) required by law or (b) at the direction of the
Holder of the 2003-A SUBI Certificate (but only with the consent of the
Registered Pledgee); provided, however, that upon the sale of the Trust Estate
pursuant to Section 5.04 of the Indenture, this 2003-A SUBI Supplement shall
terminate and the 2003-A SUBI shall be terminated; provided further, that such
termination shall affect the Titling Trust only insofar as such termination
relates to the 2003-A SUBI. Such termination shall not entitle the legal
representatives of the 2003-A SUBI or any Holder of a 2003-A SUBI Certificate to
take any action for a partition or winding up of the Titling Trust or any Trust
Assets except with respect to the 2003-A SUBI Assets and the rights, obligations
and Liabilities of the parties hereto shall not otherwise be affected. In
connection with the sale of the Trust Estate pursuant to Section 5.04 of the
Indenture, the Registered Pledgee shall have the right to direct the Holder of
the 2003-A SUBI Certificate to dissolve the 2003-A SUBI in accordance with the
provisions of the Indenture, and the 2003-A SUBI Assets shall be distributed out
of the Titling Trust at the direction of the Holder of the 2003-A SUBI
Certificate acting in accordance with instructions from the Registered Pledgee,
and the purchaser shall take delivery of such 2003-A SUBI Assets. The Trustee
and the other parties hereto shall cooperate with the Owner Trustee or the
Trustee, as applicable, to cause the related 2003-A Vehicles to be retitled as
directed by the purchaser. The proceeds of such sale shall be distributed in the
following amounts and priority:

                                                                 SUBI Supplement

                                       6



                  (i)      to the Indenture Trustee, all amounts required to be
         paid under Section 6.07 of the Indenture, or to the Owner Trustee, all
         amounts required to be paid under Section 8.01 of the Trust Agreement,
         as the case may be;

                  (ii)     to the Servicer, any Payment Date Advance
         Reimbursement;

                  (iii)    to the Servicer, amounts due in respect of unpaid
         Servicing Fees; and

                  (iv)     to the Certificate Distribution Account (or, if the
         Lien of the Indenture is outstanding, the Note Distribution Account) to
         be distributed pursuant to Section 5.04(b) of the Indenture.

         Section 12.06. Representations and Warranties of Trustee. The Trustee
hereby reaffirms, as of the Cutoff Date, the representations, warranties and
covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the
Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or
Related Beneficiary of a 2003-A SUBI Certificate (and beneficial owner of any
portion thereof, including the Trust and the Trust Certificateholders) may rely.
For purposes of this Section, any reference in Section 5.12 of the Titling Trust
Agreement to the Titling Trust Agreement shall be deemed to constitute
references to the SUBI Trust Agreement.

         Section 12.07. Transfer and Assignment of Certificates. For purposes of
the SUBI Trust Agreement, the third sentence of Section 3.04(b) of the Titling
Trust Agreement is hereby amended to read as follows:

         Notwithstanding the foregoing, prior to becoming the Registered Pledgee
or Holder of a SUBI Certificate or otherwise becoming entitled to distributions
or any other rights hereunder, the related transferee, assignee, or pledgee in
each case must (i) give a non-petition covenant substantially similar to that
set forth in Section 8.08 of the Titling Trust Agreement and (ii) execute an
agreement in favor of each Holder from time to time of a UTI Certificate and any
certificate evidencing an Other SUBI to release all Claims to the UTI Assets and
the related Other SUBI Assets, respectively, and, if such release is not given
effect, to subordinate fully all Claims it may be deemed to have against the UTI
Assets or such Other SUBI Assets, as the case may be.

         For so long as the 2003-A SUBI Certificate remains outstanding, each
Supplement shall contain a similar amendment with respect to such Section.

                                ARTICLE THIRTEEN
                               2003-A SUBI PLEDGE

         Section 13.01. Registration of the 2003-A SUBI Pledge. The parties
hereto hereby acknowledge the Trust's pledge, assignment, and grant to the
Indenture Trustee, for the benefit of the holders of the Notes, under the
Indenture of a security interest in the 2003-A SUBI Certificate together with
all rights appurtenant thereto and proceeds thereof, to secure the Notes. The
Trustee hereby acknowledges such pledge, assignment, and grant of security
interest, and the

                                                                 SUBI Supplement

                                       7



Trustee agrees to cause the Indenture Trustee to be listed in the Certificate
Register as the Registered Pledgee of the Trust's 2003-A SUBI Certificate. The
Trust has caused the Trustee to deliver the 2003-A SUBI Certificate to the
Indenture Trustee, as Registered Pledgee, who shall have the rights with respect
thereto described herein and in the Indenture.

                                ARTICLE FOURTEEN
                              2003-A SUBI ACCOUNTS

         Section 14.01. 2003-A SUBI Collection Account.

         (a)      With respect to the 2003-A SUBI, the Trustee, at the direction
of the Servicer, shall establish, and the Trust Agent shall maintain, in the
name of the Trustee, for the exclusive benefit of the holders of interests in
the 2003-A SUBI, the 2003-A SUBI Collection Account, which account shall
constitute a SUBI Collection Account. The 2003-A SUBI Collection Account
initially shall be established with U.S. Bank, as Trust Agent, so long as the
Trust Agent has the Required Deposit Rating. If the Trust Agent at any time does
not have the Required Deposit Rating, the Servicer shall, with the assistance of
the Trust Agent, as necessary, cause such 2003-A SUBI Collection Account to be
moved as described in Section 4.02(a) of the Titling Trust Agreement. The 2003-A
SUBI Collection Account shall relate solely to the 2003-A SUBI and the 2003-A
SUBI Assets, and funds therein shall not be commingled with any other monies,
except as otherwise provided for in, or contemplated by, the SUBI Trust
Agreement or in the Servicing Agreement. All deposits into the 2003-A SUBI
Collection Account shall be made as described in the Servicing Agreement.

         (b)      On each Deposit Date and Payment Date, pursuant to the
instructions from the Servicer, the Trustee (acting through the Trust Agent)
shall make deposits and withdrawals from the 2003-A SUBI Collection Account as
set forth in the 2003-A Servicing Supplement.

         (c)      Any transfer of funds to a Holder of a 2003-A SUBI Certificate
shall be made as directed pursuant to the Basic Documents.

         Section 14.02. 2003-A Reserve Account.

         (a)      Pursuant to Section 5.01 of the Trust Agreement, the Servicer,
on behalf of the Trust, shall establish and maintain the Reserve Account (i)
with the Indenture Trustee, until the Outstanding Amount is reduced to zero, and
(ii) thereafter with the Owner Trustee. Deposits and withdrawals from the
Reserve Account shall be made as directed pursuant to the Basic Documents,
including Section 8.04(b) of the Indenture, Section 10.01 of the Indenture,
Section 8.04 of the Servicing Agreement and Section 14.03 of this 2003-A SUBI
Supplement.

         Section 14.03. Investment of Monies in 2003-A SUBI Accounts. All
amounts held in the 2003-A SUBI Collection Account and the Reserve Account shall
be invested in Permitted Investments in accordance with Section 4.02(a) of the
Titling Trust Agreement. Any investment earnings on the 2003-A SUBI Collection
Account and the Reserve Account will be taxable to the Transferor.

                                                                 SUBI Supplement

                                       8



         Section 14.04. No Residual Value Surplus Account or Payahead Account.
The parties hereby acknowledge that there shall be no Residual Value Surplus
Account or Payahead Account (as defined in the Titling Trust Agreement).

                                ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS

         Section 15.01. Amendment.

         (a)      This 2003-A SUBI Supplement (and, accordingly, the Titling
Trust Agreement as it relates to the 2003-A SUBI) may be amended by the parties
hereto:

                  (i)      without the consent of the Holders, to cure any
         ambiguity, to correct or supplement any provision herein that may be
         inconsistent with any other provision herein, to add any other
         provision with respect to matters or questions arising hereunder that
         is not inconsistent with the SUBI Trust Agreement, or to add or amend
         any provision herein to assure that none of the Titling Trust, the
         Trust, or the Transferor will be classified as an association (or a
         publicly traded partnership) taxable as a corporation for federal
         income tax purposes; provided that any such action will not, in the
         good faith judgment of the parties hereto, materially and adversely
         affect the interest of any Holder; and

                  (ii)     from time to time (including to change the manner in
         which the Reserve Account is funded or to eliminate the Reserve
         Account, or to change the remittance schedule for depositing SUBI
         Collections and other amounts into the 2003-A SUBI Collection Account),
         provided that (A) each Rating Agency receives prior written notice of
         such amendment and (B) an Opinion of Counsel is delivered to the
         Trustee to the effect that after such amendment, for federal income tax
         purposes, the Titling Trust will not be treated as an association (or a
         publicly traded partnership) taxable as a corporation and the Notes
         will properly be characterized as indebtedness that is secured by the
         assets of the Trust. To the extent that any such amendment materially
         affects the UTI or any Other SUBI, the 2003-A SUBI Certificate or the
         2003-A SUBI Assets, such amendment shall require the consent of the
         Holders affected thereby; in addition, to the extent that (A) such
         amendment shall increase or reduce in any manner the amount of, or
         accelerate or delay the timing of, collections or payments in respect
         of the 2003-A SUBI or the 2003-A SUBI Certificate or distributions (or
         the interest thereon) required to be made on any Notes or the Trust
         Certificates or reduce the Interest Rate of any Note or (B) reduce the
         percentage of the aggregate principal amount of the Notes and Trust
         Certificates required to consent to any such amendment, any such
         amendment shall require the consent of all the Holders and holders of
         100% of all outstanding Notes and Trust Certificates (which for this
         purpose shall include Trust Certificates held by the Trust, the
         Transferor, the Servicer and their respective Affiliates), and an
         Opinion of Counsel as set forth in clause (B) above.

                                                                 SUBI Supplement

                                       9



         (b)      Any amendment to this 2003-A SUBI Supplement shall amend the
Titling Trust Agreement only insofar as such amendment relates to the 2003-A
SUBI.

         Section 15.02. Governing Law. This 2003-A SUBI Supplement shall be
created under and governed by and construed under the internal laws of the State
of Delaware, without reference to its conflicts of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

         Section 15.03. Notices. The notice provisions of Section 8.03 of the
Titling Trust Agreement shall apply equally to this 2003-A SUBI Supplement. A
copy of each notice or other writing required to be delivered to the Trustee
pursuant to the SUBI Trust Agreement also shall be delivered to (i) the Owner
Trustee at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention:
Corporate Trust Administration; (ii) the Servicer at 990 West 190th Street,
Torrance, California 90502 (telecopier no. (310) 324-2542), Attention:
Treasurer; and (iii) the Trust Agent at Wrigley Building, 400 North Michigan
Avenue, 2nd Floor, Chicago, Illinois 60611, Attention: NILT Inc. (telecopier no.
(312) 836-6701).

         Section 15.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions, or terms of this 2003-A SUBI Supplement
(including any amendment hereto) shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions, or terms shall be deemed
severable from the remaining covenants, agreements, provisions, or terms of this
2003-A SUBI Supplement, as the same may be amended, and shall in no way affect
the validity or enforceability of the other provisions of the SUBI Trust
Agreement or of the 2003-A SUBI Certificate or the rights of the Registered
Pledgees thereof. To the extent permitted by applicable law, the parties hereto
waive any provision of law that renders any covenant, agreement, provision, or
term of this 2003-A SUBI Supplement invalid or unenforceable in any respect.

         Section 15.05. Effect of Supplement on Titling Trust Agreement.

         (a)      Except as otherwise specifically provided herein or unless the
context otherwise requires, (i) the parties hereto shall continue to be bound by
all provisions of the Titling Trust Agreement, (ii) all references in the
Titling Trust Agreement to the Titling Trust Agreement shall be to the SUBI
Trust Agreement and (iii) the provisions set forth herein shall operate either
as additions to or modifications of the extant obligations of the parties under
the Titling Trust Agreement, as the context may require. In the event of any
conflict between this 2003-A SUBI Supplement and the Titling Trust Agreement in
respect of the 2003-A SUBI, the provisions of this 2003-A SUBI Supplement shall
prevail.

         (b)      For purposes of determining the obligations of the parties
hereto under this 2003-A SUBI Supplement with respect to the 2003-A SUBI, except
as otherwise indicated by the context, general references in the Titling Trust
Agreement to (i) a SUBI Account shall be deemed to refer more specifically to a
2003-A SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to
the 2003-A SUBI, (iii) a SUBI Collection Account shall be deemed to refer more
specifically to the 2003-A SUBI Collection Account, (iv) a SUBI Asset shall be
deemed to refer

                                                                 SUBI Supplement

                                       10



more specifically to a 2003-A SUBI Asset, (v) a SUBI Supplement shall be deemed
to refer more specifically to this 2003-A SUBI Supplement and (vi) a Servicing
Supplement shall be deemed to refer more specifically to the 2003-A Servicing
Supplement.

         Section 15.06. No Petition. Each of the parties hereto and each Holder
of a 2003-A SUBI Certificate, and each Registered Pledgee, by acceptance of a
2003-A SUBI Certificate, covenants and agrees that prior to the date that is one
year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not (and, to the fullest
extent permitted by applicable law, the Trustee shall not have the power to)
institute against, or join any other Person in instituting against, the Grantor,
the Trustee, the Titling Trust, any Special Purpose Affiliate or any
Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or
liquidation Proceeding or other Proceeding under any federal or state bankruptcy
or similar law. This Section shall survive the complete or partial termination
of this 2003-A SUBI Supplement, the resignation or removal of the Trustee under
the SUBI Trust Agreement and the complete or partial resignation or removal of
the Servicer under the SUBI Trust Agreement or the Servicing Agreement.

                                                                 SUBI Supplement

                                       11



                  IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the
Servicer, the Trustee, the Delaware Trustee and, solely for the limited purposes
set forth in Sections 14.01, 14.02, 14.03 and 14.04, the Trust Agent, have
caused this 2003-A SUBI Supplement to be duly executed by their respective
officers as of the day and year first above written.

                                      NILT TRUST, as Grantor and UTI Beneficiary

                                      By: U.S. BANK NATIONAL ASSOCIATION,
                                          as Managing Trustee

                                          By: /s/ Patricia M. Child
                                              ----------------------------------
                                          Name: Patricia M. Child
                                          Title: Vice President

                                      NISSAN MOTOR ACCEPTANCE
                                      CORPORATION, as Servicer

                                      By: /s/ Steven R. Lambert
                                          ----------------------------------
                                          Name: Steven R. Lambert
                                          Title: President

                                      NILT, INC., as Trustee

                                      By: /s/ Patricia M. Child
                                          ----------------------------------
                                          Name: Patricia M. Child
                                          Title: President

                                      WILMINGTON TRUST COMPANY, as
                                      Delaware Trustee

                                      By: /s/ Anita E. Dallago
                                          ----------------------------------
                                          Name: Anita E. Dallago
                                          Title: Senior Financial Services
                                                 Officer

                                      U.S. BANK NATIONAL ASSOCIATION, as
                                      Trust Agent

                                      By: /s/ Patricia M. Child
                                          ----------------------------------
                                          Name: Patricia M. Child
                                          Title: Vice President

                                                               (SUBI Supplement)

                                       S-1



         Receipt of this original counterpart of this 2003-A SUBI Supplement is
hereby acknowledged on this 29th day of October, 2003 .

                                          U.S. BANK NATIONAL ASSOCIATION,
                                               as Indenture Trustee

                                          By: /s/ Patricia M. Child
                                              ----------------------------------
                                              Name: Patricia M. Child
                                              Title: Vice President

                                                                 SUBI Supplement

                                       S-2



                                                                       EXHIBIT A

                  SCHEDULE OF 2003-A LEASES AND 2003-A VEHICLES

 [Omitted. Copies on file with the Servicer, the Trustee and the Owner Trustee.]

                                                               (SUBI Supplement)

                                       A-1



                                                                       EXHIBIT B

                        FORM OF 2003 - A SUBI CERTIFICATE

         THIS 2003-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN

                              NISSAN - INFINITI LT

             2003-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE

             evidencing a fractional undivided interest in the 2003-A SUBI
             Assets of Nissan-Infiniti LT, a statutory trust organized pursuant
             to the Delaware Statutory Trust Act (the "Trust").

             (This Certificate does not represent any interest in the UTI Assets
             or any Other SUBI Assets of the Trust or an obligation, of, or
             interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT,
             Inc., or any of their respective Affiliates.)

         THIS 2003-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), OR
         UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY
         PURCHASING THIS 2003-A SUBI CERTIFICATE, AGREES THAT THIS 2003-A SUBI
         CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
         ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
         INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")
         TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
         "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
         ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
         REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
         RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY
         STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.

No. R-___

evidencing a 100% interest in all 2003-A SUBI Assets (as defined below).

         This 2003-A Special Unit of Beneficial Interest Certificate does not
represent an interest in or obligation of Nissan Motor Acceptance Corporation,
NILT, Inc. or any of their respective affiliates.

         THIS CERTIFIES THAT ________________ is the registered owner of a
nonassessable, fully-paid, 100% beneficial interest in the 2003-A SUBI Assets
owned by Nissan-Infiniti LT (the "Titling Trust").

                                                               (SUBI Supplement)

                                      B-1



         The Titling Trust was created pursuant to the Amended and Restated
Trust and Servicing Agreement, dated as of August 26, 1998, as amended,
supplemented, or restated from time to time (the "Titling Trust Agreement"),
among NILT Trust, as grantor and initial beneficiary (in such capacities, the
"Grantor" and the "UTI Beneficiary," respectively), NILT, Inc., as trustee (the
"Trustee"), Nissan Motor Acceptance Corporation, as servicer (the "Servicer"),
Wilmington Trust Company, as Delaware trustee (the "Delaware Trustee"), and U.S.
Bank National Association, as trust agent (the "Trust Agent").

         This certificate is a duly authorized 2003-A SUBI Certificate, and is
issued under and is subject to the terms, provisions and conditions of the
Titling Trust Agreement and the 2003-A SUBI Supplement thereto, dated as of
October 29, 2003 (the "2003-A SUBI Supplement" and, together with the Titling
Trust Agreement, the "SUBI Trust Agreement"). Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in the
Agreement of Definitions, dated as of October 29, 2003, by and among Nissan Auto
Lease Trust 2003-A, as issuer, NILT Trust, as Grantor and UTI Beneficiary, the
Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity,
as servicer and administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as
trustee to the Titling Trust, Wilmington Trust Company, as owner trustee and
Delaware trustee, and U.S. Bank National Association, as trust agent and
indenture trustee. By acceptance of this 2003-A SUBI Certificate, the Holder
hereof assents to the terms and conditions of the SUBI Trust Agreement and
agrees to be bound thereby. A summary of certain of the pertinent provisions of
the SUBI Trust Agreement is set forth below.

         The assets of the Titling Trust allocated to the 2003-A SUBI will
generally consist of (i) cash capital, (ii) the 2003-A Leases (iii) the 2003-A
Vehicles, (iv) certain related Trust Assets and (v) all of the Titling Trust's
rights thereunder, including the right to proceeds arising therefrom or in
connection therewith.

         Under the Titling Trust Agreement, from time to time the UTI
Beneficiary may direct the Trustee to issue to or upon the order of the UTI
Beneficiary one or more certificates (each, a "SUBI Certificate") representing a
beneficial interest in certain specified Leased Vehicles, Leases and related
Trust Assets (such assets, the "SUBI Assets"). Upon the issuance of the SUBI
Certificates relating to the SUBI Assets, the beneficial interest in the Trust
and the Trust Assets represented by the UTI shall be reduced by the amount of
the Trust Assets represented by such SUBI Certificates. This certificate was
issued pursuant to the 2003-A SUBI Supplement and represents a 100% beneficial
interest in the 2003-A SUBI Assets.

         The UTI and the 2003-A SUBI shall each constitute a separate series of
the Titling Trust pursuant to Section 3806(b)(2) of the Delaware Statutory Trust
Act for which separate and distinct records shall be maintained. The 2003-A SUBI
Certificate and the interest in the 2003-A SUBI represented thereby constitutes
a "security" within the meaning of Section 8-102(a)(15) of the Delaware UCC and
a "certificated security" within the meaning of Section 8-102(a)(4) of the
Delaware UCC.

         The 2003-A SUBI Supplement may be amended by the parties thereto upon
the terms and subject to the conditions set forth in the 2003-A SUBI Supplement.

                                                                 SUBI Supplement

                                      B-2



         The Holder, by acceptance of this 2003-A SUBI Certificate, covenants
and agrees that prior to the date that is one year and one day after the date
upon which all obligations under each Securitized Financing have been paid in
full, it will not institute against, or join any other Person in instituting
against, the Grantor, the Trustee, the Titling Trust, any Beneficiary or a
Special Purpose Affiliate, any bankruptcy, reorganization, arrangement,
insolvency or liquidation Proceeding or other Proceedings under any federal or
state bankruptcy or similar law. Such covenant shall survive the termination of
the SUBI Trust Agreement, the resignation or removal of the Trustee under the
SUBI Trust Agreement or the complete or partial resignation of the Servicer
under the SUBI Trust Agreement or the Servicing Agreement.

         The Holder hereof hereby (i) expressly waives any claim it may have to
any proceeds or assets of the Trustee and to all of the Trust Assets other than
those from time to time included within the 2003-A SUBI as 2003-A SUBI Assets
and those proceeds or assets derived from or earned by such 2003-A SUBI Assets
and (ii) expressly subordinates in favor of the Holder of any certificate
evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI
Assets that, notwithstanding the waiver contained in clause (i), may be
determined to exist.

         The Trustee shall keep the certificate register with respect to this
2003-A SUBI Certificate, and the Holder of this 2003-A SUBI Certificate shall
notify the Trustee of any change of address or instructions on the distribution
of funds.

         The 2003-A SUBI shall be deemed dissolved solely with respect to the
2003-A SUBI Assets, and not as to any Trust Assets allocated to any other
Sub-Trust, upon the written direction to the Trustee by the Holder of the 2003-A
SUBI Certificate to revoke and dissolve the 2003-A SUBI. So long as the Notes
are outstanding, the 2003-A SUBI shall not be dissolved except (a) as required
by law or (b) at the direction of the Holder of the 2003-A SUBI Certificate (but
only with the consent of the Registered Pledgee); provided, however, upon any
sale of the Trust Estate pursuant to Section 5.04 of the Indenture, the
Registered Pledgee shall have the right to direct the Holder of the 2003-A SUBI
Certificate to dissolve the 2003-A SUBI in accordance with the provisions of the
Indenture. Upon such dissolution of the Titling Trust with respect to the 2003-A
SUBI and delivery of the 2003-A SUBI Certificate to the Trustee for
cancellation, the Trustee shall distribute to the Holder of the 2003-A SUBI
Certificate or its designee all 2003-A SUBI Assets and shall cause the
Certificates of Title to the 2003-A Vehicles to be issued in the name of, or at
the direction of, the Holder of the 2003-A SUBI Certificate (which may include
reallocation of the 2003-A SUBI Assets relating to the 2003-A Vehicles to the
UTI). The Holder of the 2003-A SUBI Certificate to whom such 2003-A SUBI Assets
relating to the 2003-A Vehicles are distributed shall pay or cause to be paid
all applicable titling and registration fees and taxes.

         The Titling Trust or the UTI may terminate upon the terms and subject
to the conditions set forth in the SUBI Trust Agreement.

         No SUBI or SUBI Certificate shall be transferred or assigned except to
the extent specified in the SUBI Trust Agreement or in any related Supplement
and, to the fullest extent permitted by applicable law, any such purported
transfer or assignment other than as so specified shall be deemed null, void,
and of no effect under the SUBI Trust Agreement. Notwithstanding

                                                                 SUBI Supplement

                                      B-3



the foregoing, any SUBI Certificate and the interest in the SUBI evidenced
thereby may be (i) transferred, assigned or pledged to any Special Purpose
Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or
a Special Purpose Affiliate to or in favor of (A) a trustee for one or more
trusts or (B) one or more other entities, in either case solely for the purpose
of securing or otherwise facilitating one or more Securitized Financings.

         This 2003-A SUBI Certificate shall be governed by and construed under
the internal laws of the State of Delaware, without reference to its conflicts
of law provisions.

         Unless this 2003-A SUBI Certificate shall have been executed by an
authorized officer of the Trustee, by manual signature, this 2003-A SUBI
Certificate shall not entitle the holder hereof to any benefit under the SUBI
Trust Agreement or be valid for any purpose.

                                                                 SUBI Supplement

                                      B-4



         IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not
in its individual capacity, has caused this 2003-A SUBI Certificate to be duly
executed.

         Dated: October __, 2003

                                          NISSAN-INFINITI LT

                                          By: NILT, INC.,
                                              as Trustee

(SEAL)                                    By: __________________________________
                                              Name:
                                              Title:

ATTEST:

_______________________________

This is the 2003-A SUBI Certificate referred to in the within-mentioned
Supplement.

                                          NILT, INC., as Trustee

                                          By: __________________________________
                                                      Authorized Officer

                                                                 SUBI Supplement

                                      B-5



         FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns
unto ______________ the within 2003-A SUBI Certificate, and all rights
thereunder, hereby irrevocably constituting and appointing _____________ as
attorney to transfer said 2003-A SUBI Certificate on the books of the
certificate registrar, with full power of substitution in the premises.

         Dated: ___________________       By: __________________________________
                                              Name:
                                              Title:

                                                                 SUBI Supplement

                                      B-6

EX-10.3

                                                                    EXHIBIT 10.3

- --------------------------------------------------------------------------------

                               NISSAN-INFINITI LT,
                                as Titling Trust,

                                   NILT TRUST,
                               as UTI Beneficiary,

                                       and

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                  as Servicer,

                     -------------------------------------

                                     2003-A
                              SERVICING SUPPLEMENT

                          Dated as of October 29, 2003

                     -------------------------------------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                                  Page
                                                                                                  ----
                                                                                            
                                            ARTICLE SEVEN

                                             DEFINITIONS

Section 7.01.     Definitions................................................................      1
Section 7.02.     Interpretative Provisions..................................................      2

                                               ARTICLE EIGHT

                              SERVICING OF THE 2003-A LEASES AND 2003-A VEHICLES

Section 8.01.     Identification of 2003-A Leases and 2003-A Vehicles; Securitization Value..      2
Section 8.02.     Reallocation and Repurchase of 2003-A Leases and 2003-A Vehicles;
                  Purchase of Matured Vehicles...............................................      2
Section 8.03.     Collections and Payment Date Advance Reimbursement.........................      4
Section 8.04.     Net Deposits...............................................................      5
Section 8.05.     Servicing Compensation.....................................................      6
Section 8.06.     Advances...................................................................      6
Section 8.07.     Third Party Claims.........................................................      6
Section 8.08.     Contingent and Excess Liability Insurance Policy...........................      7
Section 8.09.     Reporting by the Servicer; Delivery of Certain Documentation...............      7
Section 8.10.     Accountants' Reports.......................................................      7
Section 8.11.     Annual Officer's Certificates..............................................      8
Section 8.12.     Servicer Defaults; Termination of Servicer.................................      8
Section 8.13.     Servicer Representations and Warranties....................................     11

                                                ARTICLE NINE

                                                MISCELLANEOUS

Section 9.01.     Termination of Servicing Supplement........................................     11
Section 9.02.     Governing Law..............................................................     11
Section 9.03.     Amendment..................................................................     12
Section 9.04.     Relationship of this 2003-A Servicing Supplement to Other Trust Documents..     12
Section 9.05.     Binding Effect.............................................................     12
Section 9.06.     Table of Contents and Headings.............................................     13
Section 9.07.     Counterparts...............................................................     13
Section 9.08.     Further Assurances.........................................................     13
Section 9.09.     Third-Party Beneficiaries..................................................     13
Section 9.10.     No Waiver; Cumulative Remedies.............................................     13
Section 9.11.     No Petition................................................................     13


                                       i


                                TABLE OF CONTENTS
                                   (continued)




                                                                                                  Page
                                                                                                  ----
                                                                                               
                                            EXHIBITS

Exhibit A - Schedule of 2003-A Leases and 2003-A Vehicles......................................   A-1
Exhibit B - Form of Settlement Statement.......................................................   B-1


                                       ii


                           2003-A SERVICING SUPPLEMENT

         This 2003-A Servicing Supplement, dated as of October 29, 2003 (the
"2003-A Servicing Supplement"), is among Nissan-Infiniti LT, a Delaware
statutory trust (the "Titling Trust"), NILT Trust, a Delaware statutory trust,
as grantor and initial beneficiary of the Titling Trust (in such capacities, the
"Grantor" and the "UTI Beneficiary," respectively), and Nissan Motor Acceptance
Corporation, a California corporation ("NMAC"), as servicer (the "Servicer").

                                    RECITALS

         A. The Grantor and UTI Beneficiary, the Servicer, NILT, Inc., as
trustee of the Titling Trust (the "Trustee"), Wilmington Trust Company, as
Delaware trustee, and U.S. Bank National Association ("U.S. Bank"), as trust
agent, have entered into the Amended and Restated Trust and Servicing Agreement,
dated as of August 26, 1998 (the "Titling Trust Agreement"), pursuant to which
the Titling Trust was created to, among other things, take assignments and
conveyances of and hold in trust various assets (the "Trust Assets");

         B. The parties hereto have entered into the Servicing Agreement, dated
as of March 1, 1999 (the "Basic Servicing Agreement" and, as supplemented
hereby, the "Servicing Agreement"), which provides for certain servicing
obligations with respect to the Trust Assets; and

         C. The parties acknowledge that in connection with the execution of the
2003-A SUBI Supplement to the Titling Trust Agreement, dated as of October 29,
2003 (the "2003-A SUBI Supplement", and together with the Titling Trust
Agreement, the "SUBI Trust Agreement"), pursuant to which a special unit of
beneficial interest in the Titling Trust (the "2003-A SUBI") will be created, it
is necessary and desirable to enter into a supplemental agreement to the Basic
Servicing Agreement providing for specific servicing obligations in connection
with the Trust Assets allocable to the 2003-A SUBI.

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

                                 ARTICLE SEVEN

                                   DEFINITIONS

         Section 7.01. Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust
2003-A, as issuer (the "Issuer"), NILT Trust, as Grantor and UTI Beneficiary,
the Titling Trust, NMAC, in its individual capacity, as Servicer and as
administrative agent (in such capacity, the "Administrative Agent"), Nissan Auto
Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., as
Trustee, Wilmington Trust Company, as owner trustee and Delaware trustee (in
such capacity, the "Owner Trustee"

                                                            Servicing Supplement



and the "Delaware Trustee," respectively) and U.S. Bank, as trust agent and
indenture trustee (in such capacity, the "Trust Agent" and the "Indenture
Trustee," respectively).

         Section 7.02. Interpretative Provisions. For all purposes of this
2003-A Servicing Supplement, except as otherwise expressly provided or unless
the context otherwise requires, (i) terms used in this 2003-A Servicing
Supplement include, as appropriate, all genders and the plural as well as the
singular, (ii) references to this 2003-A Servicing Supplement include all
Exhibits hereto, (iii) references to words such as "herein", "hereof", and the
like shall refer to this 2003-A Servicing Supplement as a whole and not to any
particular part, Article, or Section herein, (iv) references to an Article or
Section such as "Article Eight" or "Section 8.01" shall refer to the applicable
Article or Section of this 2003-A Servicing Supplement, (v) the term "include"
and all variations thereof shall mean "include without limitation", (vi) the
term "or" shall include "and/or", (vii) the term "proceeds" shall have the
meaning ascribed to such term in the UCC, (viii) in the computation of a period
of time from a specified date to a later specified date, the word "from" shall
mean "from and including" and the words "to" and "until" shall mean "to but
excluding" and (ix) the phrase "Trustee on behalf of the Trust," or words of
similar import, shall, to the extent required to effectuate the appointment of
any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to
the Trustee (or such Co-Trustee) on behalf of the Titling Trust.

         Any reference in this 2003-A Servicing Supplement to any agreement
means such agreement as it may be amended, restated, supplemented (only to the
extent such agreement as supplemented relates to the Notes), or otherwise
modified from time to time. Any reference in this 2003-A Servicing Supplement to
any law, statute, regulation, rule, or other legislative action shall mean such
law, statute, regulation, rule, or other legislative action as amended,
supplemented, or otherwise modified from time to time, and shall include any
rule or regulation promulgated thereunder. Any reference in this 2003-A
Servicing Supplement to a Person shall include the successor or assignee of such
Person.

                                 ARTICLE EIGHT

               SERVICING OF THE 2003-A LEASES AND 2003-A VEHICLES

         Section 8.01 Identification of 2003-A Leases and 2003-A Vehicles;
Securitization Value. The Servicer hereby identifies and allocates as 2003-A
SUBI Assets the Leased Vehicles and the Leases relating to such Leased Vehicles
more particularly described in the Schedule of 2003-A Leases and 2003-A Vehicles
(respectively, the "2003-A Vehicles" and the "2003-A Leases"). The Servicer
shall calculate the Securitization Value for each 2003-A Lease as of the Cutoff
Date.

         Section 8.02 Reallocation and Repurchase of 2003-A Leases and 2003-A
Vehicles; Purchase of Matured Vehicles.

         (a)      (i) If the Servicer grants an extension with respect to any
2003-A Lease, the Servicer shall, on the related Deposit Date, (A) deposit or
cause to be deposited into the 2003-A SUBI Collection Account an amount equal to
the Repurchase Payment and (B) direct the Trustee

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                                       2


to either reallocate such 2003-A Lease and the related 2003-A Vehicle from the
2003-A SUBI to the UTI or cause such 2003-A Lease and 2003-A Vehicle to be
conveyed to the Servicer; and (ii) if a Lessee changes the domicile of or title
to a 2003-A Vehicle and such change would be likely to result in the Titling
Trust doing business in a Restricted Jurisdiction, the Titling Trust, or the
Trustee on behalf of the Titling Trust, shall, as an obligation of the Titling
Trust and at the direction of the Servicer, on the related Deposit Date, (A)
deposit or cause to be deposited into the 2003-A SUBI Collection Account, from
amounts held by the Titling Trust, an amount equal to the Repurchase Payment and
(B) either reallocate such 2003-A Lease and the related 2003-A Vehicle from the
2003-A SUBI to the UTI or cause such 2003-A Lease and 2003-A Vehicle to be
conveyed to the Servicer.

         (b)      The Servicer hereby makes to the other parties hereto and the
parties to the SUBI Trust Agreement the representations and warranties contained
in Section 2.06(a) of the Basic Servicing Agreement as to each 2003-A Lease and
2003-A Vehicle as of the Vehicle Representation Date. The Servicer also hereby
represents and warrants that (i) each 2003-A Lease is an 2003-A Eligible Lease,
(ii) it used no adverse selection procedures in selecting any of the 2003-A
Leases or any of the 2003-A Vehicles for allocation to the 2003-A SUBI and (iii)
it is not aware of any bias in the selection of the 2003-A Leases that would
cause delinquencies or losses on the 2003-A Leases to be worse than any other
Leases held by the Titling Trust; provided, however, that the Servicer can make
no assurance as to the actual delinquencies or losses on the 2003-A Leases or
the 2003-A Vehicles. Upon discovery by the Trustee, the Servicer, the Owner
Trustee, the Indenture Trustee or the Transferor that any representation or
warranty in this Section 8.02(b) was incorrect as of the Cutoff Date in a manner
that materially adversely affects the interest of the Trust in the related
2003-A Lease or 2003-A Vehicle, the entity discovering such incorrectness (if
other than the Servicer) shall give prompt written notice to the Servicer. On or
before the Deposit Date related to the Collection Period in which the Servicer
discovers such incorrectness (whether pursuant to such notice or otherwise), the
Servicer shall cure in all material respects the circumstance or condition with
respect to which the representation or warranty was incorrect as of the Cutoff
Date. If the Servicer is unable or unwilling to cure such circumstance or
condition by such Deposit Date, the Servicer shall (i) deposit (or cause to be
deposited) into the 2003-A SUBI Collection Account an amount equal to the
Repurchase Payment, and (ii) direct the Trustee to either reallocate such 2003-A
Lease and the related 2003-A Vehicle from the 2003-A SUBI to the UTI or cause
such 2003-A Lease and 2003-A Vehicle to be conveyed to the Servicer.

         (c)      Immediately prior to the sale or disposition of a Matured
Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle
or Defaulted Vehicle from the 2003-A SUBI to the UTI for purposes of
implementing NMAC's like kind exchange program. In connection with such
reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited
into the 2003-A SUBI Collection Account the Reallocation Payments no later than
two Business Days after such reallocation, or, if the Monthly Remittance
Condition is met, the Servicer shall be permitted to retain the Reallocation
Payments received during a Collection Period until such amounts are required to
be disbursed on the next Payment Date. Upon receipt of the Reallocation
Payments, the 2003-A SUBI shall have no claim against or interest in such
Matured or Defaulted Vehicle.

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                                       3


         (d)      In connection with the purchase by the Servicer of a Matured
Vehicle relating to a 2003-A Lease pursuant to Section 2.06(f) of the Basic
Servicing Agreement, if (i) no Sales Proceeds Advance has been made, the
purchase price of such Matured Vehicle will equal the Securitization Value of
such 2003-A Lease as of the date of expiration and (ii) a Sales Proceeds Advance
has been made, (a) the purchase price will equal the amount of the Sales
Proceeds Advance, (b) no additional amounts need be remitted by the Servicer,
and (c) the Servicer shall be deemed to have been reimbursed for such Sales
Proceeds Advance.

         (e)      If any 2003-A Lease and the related 2003-A Vehicle are
reallocated to the UTI, until such time thereafter, if ever, as such Lease and
Leased Vehicle are allocated to an Other SUBI, the Servicer shall indemnify,
defend and hold harmless the Related Beneficiaries and the Trust from and
against any and all loss or liability with respect to or resulting from such
2003-A Lease or 2003-A Vehicle (including the reasonable fees and expenses of
counsel).

         Section 8.03 Collections and Payment Date Advance Reimbursement.

         (a)      The Servicer shall, with respect to SUBI Collections and
amounts in respect of the 2003-A SUBI Certificate, from time to time, determine
the respective amounts and recipients and:

                  (i)      during each Collection Period, in addition to the
         deposits required by Section 2.07 of the Basic Servicing Agreement,
         deposit into the 2003-A SUBI Collection Account all Repurchase Payments
         pursuant to Section 8.02(a) and Section 8.02(b), and any Reallocation
         Payments pursuant to Section 8.02(c);

                  (ii)     on, or prior to each Deposit Date, deposit into the
         2003-A SUBI Collection Account all Advances, any Residual Value Surplus
         from the sale of a Matured Vehicle for which the Servicer made a Sales
         Proceeds Advance and any Net Auction Proceeds from the disposition of a
         Matured Vehicle at auction for which the Servicer was reimbursed during
         the related Collection Period pursuant to Section 8.06;

                  (iii)    on or prior to each Payment Date, deposit into the
         2003-A SUBI Collection Account all Cap Payments and/or Cap Termination
         Payments; and

                  (iv)     on each Payment Date, pursuant to the related Payment
         Date Certificate, allocate Available Funds on deposit in the 2003-A
         SUBI Collection Account with respect to the related Collection Period
         and instruct the Trustee (acting through the Trust Agent) to make, no
         later than 11:00 a.m., New York City time, the following deposits and
         distributions in the following amounts and order of priority:

                           (A)      to the Servicer the sum of outstanding (1)
                  Sales Proceeds Advances (x) in respect of 2003-A Vehicles that
                  were sold during the related Collection Period (other than a
                  sale to the Servicer pursuant to Section 8.02(d)(ii)), and (y)
                  that have been outstanding as of the end of that Collection
                  Period for at least 90 days and (2) Monthly Payment Advances
                  as to which the related Lessee has made all or a portion of
                  the advanced Monthly Payment or that have been

                                                            Servicing Supplement

                                       4


                  outstanding as of the end of the Collection Period for at
                  least 90 days (collectively, the "Payment Date Advance
                  Reimbursement");

                           (B)      to or on behalf of the Servicer, the
                  Servicing Fee in respect of the related Collection Period,
                  together with any unpaid Servicing Fees in respect of one or
                  more prior Collection Periods; and

                           (C)      to the Note Distribution Account, the
                  Reserve Account and Certificate Distribution Account, such
                  distributions in the amounts and order of priority as set
                  forth in Sections 8.04(a) and 10.01 of the Indenture.

         (b)      Notwithstanding Section 2.07 of the Basic Servicing Agreement,
the Servicer shall be permitted to retain the amounts provided for in such
Section received during a Collection Period until such amounts are required to
be disbursed on the next Payment Date, for so long as no Servicer Default has
occurred and is continuing, and the following requirements are met
(collectively, the "Monthly Remittance Condition"):

                  (i)      (A) NMAC (or its successors pursuant to Section
         5.03(b) of the Basic Servicing Agreement) is the Servicer, and (B)
         NMAC's short-term unsecured debt obligations are rated at least "P-1"
         by Moody's, "A-1" by Standard & Poor's and "F1" by Fitch (in each case,
         so long as Moody's, Standard & Poor's or Fitch is a Rating Agency);

                  (ii)     if (A) the Servicer obtains a Servicer Letter of
         Credit or other form of enhancement acceptable to the Rating Agencies
         under which demands for payment may be made to secure timely remittance
         of SUBI Collections to the 2003-A SUBI Collection Account on a monthly
         basis and (B) the Trustee, the Owner Trustee gives prior written notice
         to each Rating Agency of the obtaining of such Servicer Letter of
         Credit;

                  (iii)    the Servicer otherwise satisfies each Rating Agency's
         requirements; or

                  (iv)     if the Outstanding Amount is reduced to zero and 100%
         of the outstanding Trust Certificates are owned by the Trust, the
         Transferor, the Servicer (so long as NMAC or an Affiliate is the
         Servicer) and their respective Affiliates.

         Pending deposit into the 2003-A SUBI Collection Account, SUBI
Collections may be employed by the Servicer at its own risk and for its own
benefit and shall not be segregated from its own funds.

         Section 8.04. Net Deposits. Notwithstanding anything to the contrary
contained in this 2003-A Servicing Supplement, for so long as NMAC is the
Servicer, the Servicer shall be permitted to deposit into the 2003-A SUBI
Collection Account only the net amount distributable to the Trust, as holder of
the 2003-A SUBI Certificate on the related Deposit Date. The Servicer shall,
however, account to the Trust, the Trustee, the Trust Agent, the Indenture
Trustee (or any successor to the duties of the Indenture Trustee), the Owner
Trustee and the Holders of the Securities as if all of the deposits and
distributions described herein were made individually.

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                                       5


         Section 8.05. Servicing Compensation.

         (a)      As compensation for the performance of its obligations under
the Servicing Agreement, the Servicer shall be entitled to receive the Servicing
Fee.

         (b)      The Servicer shall also be entitled to additional servicing
compensation with respect to the 2003-A SUBI Assets in the form of, among other
things, Administrative Charges to the extent not required for the payment of
insurance premiums, taxes, or similar charges allocable to the 2003-A Leases.

         Section 8.06. Advances.

         (a)      If during a Collection Period a Lessee makes a Lessee Partial
Monthly Payment, the Servicer shall make, by deposit into the 2003-A SUBI
Collection Account on the related Deposit Date, a Monthly Payment Advance,
unless such Advance is not required to be made pursuant to Section 8.06(c).

         (b)      On each Deposit Date, the Servicer shall make, by deposit into
the 2003-A SUBI Collection Account, Sales Proceeds Advances, unless such Advance
is not required to be made pursuant to Section 8.06(c). After the Servicer has
made a Sales Proceeds Advance with respect to a Matured Vehicle, the Trust shall
have no claim against or interest in such Matured Vehicle or any Net Auction
Proceeds resulting from the sale or other disposition thereof, except with
respect to any related Residual Value Surplus. If the Servicer shall sell or
otherwise dispose of a Matured Vehicle after having made a Sales Proceeds
Advance, the Trust may retain all of such Sales Proceeds Advance, and the
Servicer shall retain the related Net Auction Proceeds up to the Securitization
Value of the related 2003-A Lease, and shall deposit the Residual Value Surplus,
if any, into the 2003-A SUBI Collection Account. If the Net Auction Proceeds are
less than the Securitization Value of the related 2003-A Lease, the Servicer may
deduct the difference from SUBI Collections in respect of one or more future
Collection Periods. If the Servicer has not sold a Matured Vehicle within 90
days after it has made a Sales Proceeds Advance, it shall be reimbursed for such
Sales Proceeds Advance from the 2003-A SUBI Collection Account. Within six
months of receiving such reimbursement, if the related 2003-A Vehicle has not
been sold, the Servicer shall, if permitted by applicable law, cause such 2003-A
Vehicle to be sold at auction and shall remit the proceeds associated with such
auction sale to the 2003-A SUBI Collection Account.

         (c)      Notwithstanding anything to the contrary in the Servicing
Agreement, the Servicer shall be required to make an Advance only to the extent
that it determines that such Advance will be recoverable from future payments on
or in respect of the related 2003-A Lease or 2003-A Vehicle.

         Section 8.07. Third Party Claims. In addition to the requirements set
forth in Section 2.14 of the Basic Servicing Agreement, the Servicer shall
immediately notify the Transferor (in the event that NMAC is not acting as
Servicer) and the Indenture Trustee (or any successor to the duties of the
Indenture Trustee) upon learning of a claim or Lien of whatever kind of a third
party

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                                       6


that would materially and adversely affect the interests of the Transferor or
the Trust with respect to the 2003-A SUBI Assets.

         Section 8.08. Contingent and Excess Liability Insurance Policy. So long
as any Securities are outstanding, the Servicer shall maintain and pay when due
all premiums with respect to, and the Servicer may not terminate or cause the
termination of, the Contingent and Excess Liability Insurance Policy unless (i)
a replacement Insurance Policy is obtained that provides coverage against third
party claims that may be raised against the Titling Trust, the Trustee on behalf
of the Titling Trust or the Trust in an amount at least equal to $1 million
combined single limit per occurrence and excess coverage of $15 million combined
single limit each occurrence without limit on the number of occurrences in any
policy period (which Insurance Policy may be a blanket Insurance Policy covering
the Servicer and one or more of its Affiliates) and (ii) in the case of Rated
Securities, each Rating Agency has received prior written notification from the
Owner Trustee of such termination and any replacement insurance. The obligations
of the Servicer pursuant to this Section shall survive any termination of the
Servicer's other obligations under the Servicing Agreement until such time as
claims can no longer be brought that would be covered by such Insurance
Policies, whether as a result of the expiration of relevant statutes of
limitations or otherwise.

         Section 8.09. Reporting by the Servicer; Delivery of Certain
Documentation.

         (a)      On or prior to the Closing Date, and periodically thereafter
as required in order to update the contents thereof upon any changes in the
matters certified therein, the Servicer shall furnish to the Trustee and the
Related Beneficiary an Officer's Certificate listing the officers of the
Servicer involved in, or responsible for, the servicing of the 2003-A Leases.

         (b)      On each Calculation Date, the Servicer shall furnish to the
Trustee and each Related Beneficiary a Settlement Statement for the related
Collection Period.

         Section 8.10. Accountants' Reports. On or before the last day of the
third month after the end of the fiscal year of the Servicer, beginning with
June 30, 2004, the Servicer shall deliver or cause to be delivered to the Trust,
the Indenture Trustee, each Rating Agency and the Owner Trustee the following
reports: (a) a report that such firm has audited the consolidated financial
statements of the Servicer in accordance with generally accepted auditing
standards, that such firm is independent of the Servicer within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants ("AICPA"), and expressing such firm's opinion thereon; and (b) a
report indicating that such firm has examined, in accordance with standards
established by AICPA, management's assertion about the Servicer's compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP") as such standards relate to automobile and light-duty truck loans
serviced for others, and expressing such firm's opinion on such management
assertion (the "Annual USAP Report") or any similar internal control audit
report that is acceptable to each Rating Agency.

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                                       7


         Section 8.11. Annual Officer's Certificates.

         (a)      On or before the last day of the third month after the end of
the fiscal year of the Servicer, beginning with June 30, 2004, the Servicer
shall deliver an Officer's Certificate to the Trust, the Indenture Trustee, each
Rating Agency, and the Owner Trustee in accordance with Section 3.01(c) of the
Basic Servicing Agreement.

         (b)      On or before the last day of the third month after the end of
the fiscal year of the Servicer, beginning with June 30, 2004, for as long as
NMAC continues to act as the Servicer, the Servicer shall deliver an Officer's
Certificate to each Rating Agency, the Owner Trustee and the Indenture Trustee
stating that, with respect to certain ERISA Plans maintained or sponsored by the
Servicer or any of the Servicer's ERISA affiliates: (a) Plan assets will not be
materially less than the present value of accrued benefits under each of the
Plans as of the close of the most recent Plan year, as reported in the most
recent plan financial statements; (b) neither the Servicer nor any of its ERISA
affiliates anticipates that the actuarial value of the assets of any Plan it
maintains would not be materially insufficient to cover the Gateway current
liability (as defined by the Code and demonstrated on the most recent Form 5500
Schedule B that has been filed with the IRS), or is contemplating benefit
improvements that would cause the Servicer or its ERISA affiliates to maintain a
Plan with materially underfunded Gateway current liability; (c) if all of the
Plans (other than a multiemployer Plan) were terminated (disregarding any Plans
with surpluses), the unfunded liabilities with respect to the Plans would have
no material adverse effect on Nissan Motor Co., Ltd. or Nissan North America,
Inc.; and (d) no accumulated funding deficiency or waived funding deficiency as
defined in section 412 of the Code or under any multiemployer Plan or collective
bargaining agreement exists and there is no failure to make any required
contribution under the minimum funding requirements of the Code, as of the close
of the most recent Plan year.

         Section 8.12. Servicer Defaults; Termination of Servicer.

         (a)      Each of the following acts or occurrences constitutes a
"Servicer Default" under the Servicing Agreement with respect to the 2003-A
SUBIs:

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

                  (ii)     the Servicer fails to deposit, apply, or distribute
         any amounts in the manner and at such time as required pursuant to the
         Servicing Agreement, including a

                                                            Servicing Supplement

                                       8


         failure to deliver to the Trustee for distribution to or for the
         account of a Holder of the 2003-A SUBI Certificate, any amounts
         required to be so distributed pursuant to the Servicing Agreement, and
         such failure shall have continued for a period of ten Business Days
         after either discovery of such failure by an officer of the Servicer or
         written notice of such failure shall have been given to the Servicer by
         the Trustee or such Holder;

                  (iii)    the Servicer fails to duly observe or perform in any
         material respect any of its covenants or agreements in the Servicing
         Agreement not otherwise covered in this Section 8.12(a), which failure
         materially and adversely affects the rights of the Titling Trust or a
         Holder of the 2003-A SUBI Certificate or the holders of the Notes, or
         Trust Certificateholders, and which continues unremedied for 90 days
         after receipt by the Servicer of written notice thereof from the
         Trustee or the related Holder or such default becomes known to the
         Servicer;

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

                  (v)      the Servicer fails to deliver to the Indenture
         Trustee any report required to be delivered to the Indenture Trustee or
         the Trust pursuant to the Basic Documents to which the Servicer is a
         party, which failure continues for 30 Business Days after discovery of
         such failure by an officer of the Servicer or receipt by the Servicer
         of written notice thereof by the Indenture Trustee;

                  (vi)     any representation, warranty, or statement of the
         Servicer made in the Servicing Agreement, any other Basic Document to
         which the Servicer is a party or by which it is bound or any
         certificate, report or other writing delivered pursuant to the
         Servicing Agreement that proves to be incorrect in any material respect
         when made, which failure materially and adversely affects the rights of
         a Holder of the 2003-A SUBI Certificate or the holders of the Notes, or
         the Trust Certificateholders, and, if such default is of a type that
         may be corrected, the failure continues unremedied for 30 days after
         receipt by the Servicer of written notice thereof from the Trustee or
         the related Holder, or such default becomes known to the Servicer;

                  (vii)    the Servicer fails to maintain, or cause to be
         maintained, or pay when due, or cause to be paid when due, the premium
         in respect of the Contingent and Excess Liability Insurance Policy,
         which failure continues for ten Business Days after discovery of such
         failure by an officer of the Servicer or receipt by the Servicer of
         written notice thereof by the Trustee or a Holder of the 2003-A SUBI
         Certificate; or

                  (viii)   (A) the existence of any Proceeding in, or the entry
         of a decree or order for relief by, a court or regulatory authority
         having jurisdiction over the Servicer in an involuntary case under the
         federal bankruptcy laws, as now or hereafter in effect, (B) the
         appointment of a receiver, liquidator, assignee, trustee, custodian,
         sequestrator, or other similar official with respect to the Servicer or
         of any substantial part of its property or

                                                            Servicing Supplement

                                       9


         (C) the ordering of the winding up or liquidation of the affairs of the
         Servicer, and in each case, the continuance of any such Proceeding
         unstayed and in effect for a period of 90 consecutive days, or
         immediately upon entry of any decree or order; or

                  (ix)     the Servicer (A) applies for or consents to the
         appointment of, or the taking of possession by, a receiver, custodian,
         trustee, or liquidator of itself or of all or a substantial part of its
         property, (B) is generally unable to pay its debts as they become due,
         (C) makes a general assignment for the benefit of creditors, (D)
         commences a voluntary case under the federal bankruptcy laws (E) is
         adjudicated to be bankrupt or insolvent, (F) files a petition seeking
         to take advantage of any other law providing for the relief of debtors,
         or (G) takes any corporate action for the purpose of effecting any of
         the foregoing;

provided, however, that notwithstanding any other provision of the Servicing
Agreement, (i) for the purpose of determining what constitutes a Servicer
Default with respect to the 2003-A SUBI, the provisions contained in this
Section 8.12(a) shall replace in their entirety the provisions contained in
Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default
with respect to the 2003-A SUBI shall not constitute a Servicing Default with
respect to any other Sub-Trust and any Servicing Default (as such term is
defined in the Basic Servicing Agreement) with respect to any other Sub-Trust
shall constitute a Servicer Default (as such term is defined in the Basic
Servicing Agreement) only with respect to such Sub-Trust and not with respect to
the 2003-A SUBI.

         Notwithstanding the foregoing, a delay in or failure of performance
under (a) clauses (i) and (ii) for a period of ten Business Days, (b) clause
(iii) for a period of 120 days, (c) clauses (iv) and (v) for a period of 60
days, or (d) clause (vi) for a period of 90 days shall not constitute a Servicer
Default if caused by a Force Majeure Event. Upon the occurrence of any Force
Majeure Event, the Servicer will not be relieved from using all commercially
reasonable efforts to perform its obligations in a timely manner in accordance
with the terms of the Servicing Agreement, and the Servicer must provide to the
Trustee, the Indenture Trustee, the Owner Trustee and the Transferor prompt
notice of such failure or delay by it, together with a description of its
efforts to so perform its obligations.

         (b)      Upon the occurrence of any Servicer Default, the Servicer, in
addition to complying with the notice requirements of Section 4.01(b) of the
Basic Servicing Agreement (except that references therein to Registered Pledgees
shall mean each Registered Pledgee of the 2003-A SUBI Certificate), shall
provide to the Indenture Trustee and the Owner Trustee prompt notice of any (i)
Servicer Default or (ii) event or condition that, with the giving of notice or
the passage of time, or both, would become a Servicer Default, accompanied in
each case by a description of the nature of the default and the Servicer's
efforts to remedy the same.

         (c)      In addition to the provisions of Section 4.01(c) of the Basic
Servicing Agreement, if a Servicer Default shall have occurred and is continuing
with respect to the 2003-A SUBI, the Trustee, on behalf of the Titling Trust,
shall, at the direction of the Required Related Holders, by notice given to the
Servicer, each Rating Agency, the Related Beneficiary and the holders of the
Rated Securities, terminate the rights and obligations of the Servicer under
this 2003-A Servicing

                                                            Servicing Supplement

                                       10


Supplement in accordance with such Section. In the event that the Servicer is
removed as servicer with respect to servicing the 2003-A SUBI Assets, subject to
the consent of the Trustee, the Required Related Holders shall appoint a
successor Servicer. The successor Servicer shall accept its appointment by a
written assumption in a form acceptable to the Trustee. Such successor Servicer
shall be approved by the Trustee, such approval not to be unreasonably withheld.
Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement,
with respect to any Servicer Default related to the 2003-A SUBI Assets, the
Trustee, acting on the direction of the Required Related Holders, may waive any
default of the Servicer in the performance of its obligations under the
Servicing Agreement and its consequences with respect to the 2003-A SUBI and,
upon any such waiver, such default shall cease to exist and any Servicer Default
arising therefrom shall be deemed to have been remedied for every purpose of the
Servicing Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereto. For purposes of this Section, so
long as the Lien of the Indenture is in place, the Required Related Holders
shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2003-A
SUBI Certificates), acting at the direction of the Required Percentage of the
Noteholders and thereafter, the Owner Trustee, acting at the direction of the
Required Percentage of the Trust Certificateholders (which for this purpose
shall include Trust Certificates owned by the Trust, the Transferor, the
Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their
respective Affiliates) until the Aggregate Certificate Balance has been reduced
to zero.

         (d)      If the Servicer is removed with respect to servicing the
2003-A SUBI Assets, the Servicer shall be entitled to reimbursement for any
outstanding Advances made pursuant to this 2003-A Servicing Supplement, to the
extent of the funds available therefor with respect to all Advances made by the
Servicer.

         Section 8.13. Servicer Representations and Warranties. Effective as of
the date hereof, the Servicer hereby reaffirms the representations and
warranties set forth in Section 2.06(a) and Section 5.01 of the Basic Servicing
Agreement, except that references to "this Agreement" shall be deemed to refer
to the Servicing Agreement, as such term is defined herein.

                                  ARTICLE NINE

                                  MISCELLANEOUS

         Section 9.01. Termination of Servicing Supplement. This 2003-A
Servicing Supplement shall terminate upon the earlier to occur of (i) the
termination of the 2003-A SUBI or (ii) the resignation or removal of the
Servicer with respect to the 2003-A SUBI in accordance with the terms of the
Servicing Agreement. Any such termination hereunder shall effect a termination
only with respect to the 2003-A SUBI Assets and not as to Trust Assets allocated
to any other Sub-Trust, and shall not effect a termination of the Basic
Servicing Agreement or any other supplement to the Basic Servicing Agreement.

         Section 9.02. Governing Law. This 2003-A Servicing Supplement shall be
governed by and construed in accordance with the internal laws of the State of
California, without regard to any otherwise applicable principles of conflict of
laws.

                                                            Servicing Supplement

                                       11


         Section 9.03. Amendment. Notwithstanding the foregoing, this 2003-A
Servicing Supplement (and, accordingly, the Basic Servicing Agreement, insofar
as it relates to the 2003-A SUBI) may be amended by the parties hereto:

         (a)      without the consent of the Holders, to cure any ambiguity,
correct or supplement any provision herein that may be inconsistent with any
other provision herein, add any other provision with respect to matters or
questions arising hereunder that is not inconsistent with the Basic Servicing
Agreement or add or amend any provision herein to assure that none of the
Titling Trust, the Trust, or the Transferor will be classified as an association
(or a publicly traded partnership) taxable as a corporation for federal income
tax purposes; provided, that any such action will not, in the good faith
judgment of the parties hereto, materially and adversely affect the interest of
any Holder; and

         (b)      from time to time (including to change the remittance schedule
for depositing SUBI Collections and other amounts into the 2003-A SUBI
Collection Account, or to change the manner in which the Reserve Account is
funded), provided that (A) each Rating Agency has received prior written
notification from the Owner Trustee of such amendment and (B) an Opinion of
Counsel is delivered to the Trustee to the effect that after such amendment, for
federal income tax purposes, the Titling Trust will not be treated as an
association (or a publicly traded partnership) taxable as a corporation and
Notes will properly be characterized as indebtedness that is secured by the
assets of the Trust; to the extent that any such amendment materially affects
the UTI or any Other SUBI, the 2003-A SUBI Certificate or the 2003-A SUBI
Assets, such amendment shall require the consent of the holders affected
thereby. In addition, to the extent that (A) such amendment shall increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections or payments in respect of a 2003-A SUBI or the 2003-A SUBI
Certificate or distributions (or the interest thereon) required to be made on
any Notes, and the Trust Certificates or the Interest Rate of any Note or (B)
reduce the percentage of the aggregate principal amount of Notes, and Trust
Certificates required to consent to any such amendment, any such amendment shall
require the consent of all the Holders and holders of 100% of all outstanding
Notes, and Trust Certificates (which for this purpose shall include Trust
Certificates held by the Trust, the Transferor, the Servicer and their
respective Affiliates), and an Opinion of Counsel as set forth in clause (B)
above.

         Section 9.04. Relationship of this 2003-A Servicing Supplement to Other
Trust Documents. Unless the context otherwise requires, this 2003-A Servicing
Supplement and the other Trust Documents shall be interpreted so as to give full
effect to all provisions hereof and thereof. In the event of any actual conflict
between the provisions of this 2003-A Servicing Supplement and (i) the Titling
Trust Agreement, with respect to the servicing of any Trust Assets, the
provisions of this 2003-A Servicing Supplement shall prevail and (ii) the Basic
Servicing Agreement, the provisions of this 2003-A Servicing Supplement shall
control.

         Section 9.05. Binding Effect. The provisions of this 2003-A Servicing
Supplement shall be binding upon and inure to the benefit of the parties hereto
and their permitted successors and assigns, and all such provisions shall inure
to the benefit of the Owner Trustee on behalf of the Trust.

                                                            Servicing Supplement

                                       12


         Section 9.06. Table of Contents and Headings. The Table of Contents and
Article and Section headings herein are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.

         Section 9.07. Counterparts. This 2003-A Servicing Supplement may be
executed in any number of counterparts, each of which so executed and delivered
shall be deemed to be an original, but all of which counterparts shall together
constitute but one and the same instrument.

         Section 9.08. Further Assurances. Each party will do such acts, and
execute and deliver to any other party such additional documents or instruments,
as may be reasonably requested in order to effect the purposes of this 2003-A
Servicing Supplement and to better assure and confirm unto the requesting party
its rights, powers, and remedies hereunder.

         Section 9.09. Third-Party Beneficiaries. The Trust, each Holder of the
2003-A SUBI, each Related Beneficiary, and each Registered Pledgee shall be
third-party beneficiaries of the Servicing Agreement. Except as otherwise
provided in the Servicing Agreement, no other Person shall have any rights
hereunder. For purposes of the Servicing Agreement, this Section replaces
Section 6.12 of the Basic Servicing Agreement in its entirety.

         Section 9.10. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any party hereto, any right, remedy,
power, or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power, or privilege. The rights, remedies, powers, and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers, and privileges provided at law, in equity or otherwise.

         Section 9.11. No Petition. Each of the parties hereto, by entering into
this 2003-A Servicing Supplement, in addition to provisions of Section 6.14 of
the Basic Servicing Agreement, hereby covenants and agrees that it will not
institute, or join in instituting, any bankruptcy, reorganization, arrangement,
insolvency or liquidation Proceeding, or other Proceeding under federal or state
bankruptcy or similar laws, for a period of one year and a day after payment in
full of the Securities, against any other party hereto, the Transferor or the
Trust. This Section shall survive the complete or partial termination of this
2003-A Servicing Supplement and the complete or partial resignation or removal
of the Servicer under the SUBI Trust Agreement, the Basic Servicing Agreement or
this 2003-A Servicing Supplement.

                                                            Servicing Supplement

                                       13


         IN WITNESS WHEREOF, the parties hereto have caused this 2003-A
Servicing Supplement to be duly executed by their respective officers duly
authorized as of the day and year first above written.

                                          NISSAN-INFINITI LT, as Titling Trust

                                          By:    NILT, INC.,
                                                 as Trustee

                                                 By:  /s/ Patricia M. Child
                                                      --------------------------
                                                 Name: Patricia M. Child
                                                 Title: President

                                          NILT TRUST, as UTI Beneficiary

                                          By:    U.S. BANK NATIONAL ASSOCIATION,
                                                 as Managing Trustee

                                                 By:   /s/ Patricia M. Child
                                                       -------------------------
                                                 Name: Patricia M. Child
                                                 Title: Vice President

                                          NISSAN MOTOR ACCEPTANCE
                                          CORPORATION, as Servicer

                                          By:    /s/ Steven R. Lambert
                                                 -------------------------------
                                                 Name: Steven R. Lambert
                                                 Title: President

                                                            Servicing Supplement

                                      S-1


                                    EXHIBIT A

                  SCHEDULE OF 2003-A LEASES AND 2003-A VEHICLES

 [Omitted. Copies on file with the Servicer, the Trustee and the Owner Trustee]

                                                            Servicing Supplement
                                      A-1


                                    EXHIBIT B

                          FORM OF SETTLEMENT STATEMENT

                                                            Servicing Supplement

                                      B-1

EX-10.4

                                                                    EXHIBIT 10.4
- --------------------------------------------------------------------------------

                           NISSAN AUTO LEASING LLC II,
                                 as Transferor,

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                            ------------------------

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                          Dated as of October 29, 2003

                            ------------------------

- --------------------------------------------------------------------------------



                               TABLE OF CONTENTS



                                                                                                                      PAGE
                                                                                                                      ----
                                                                                                                
ARTICLE ONE                DEFINITIONS............................................................................      1

         SECTION 1.01               Definitions...................................................................      1

         SECTION 1.02               Interpretive Provisions.......................................................      1

ARTICLE TWO                ORGANIZATION...........................................................................      2

         SECTION 2.01               Name and Status...............................................................      2

         SECTION 2.02               Office........................................................................      2

         SECTION 2.03               Purposes and Powers...........................................................      2

         SECTION 2.04               Appointment of Owner Trustee..................................................      3

         SECTION 2.05               Liability of the Trust Certificateholders.....................................      3

         SECTION 2.06               Initial Capital Contribution of Owner Trust Estate............................      3

         SECTION 2.07               Declaration of Trust..........................................................      3

         SECTION 2.08               Title to Trust Property.......................................................      4

         SECTION 2.09               Situs of Trust................................................................      4

         SECTION 2.10               Representations and Warranties of the Transferor..............................      4

         SECTION 2.11               Power of Attorney.............................................................      5

ARTICLE THREE              TRUST CERTIFICATES AND TRANSFER OF INTERESTS...........................................      6

         SECTION 3.01               Initial Ownership.............................................................      6

         SECTION 3.02               The Trust Certificates........................................................      6

         SECTION 3.03               Authentication and Delivery of Trust Certificates.............................      6

         SECTION 3.04               Registration of Transfer and Exchange.........................................      7

         SECTION 3.05               Mutilated, Destroyed, Lost or Stolen Trust Certificates.......................     10

         SECTION 3.06               Persons Deemed Trust Certificateholders.......................................     11

         SECTION 3.07               Access to List of Trust Certificateholders' Names and Addresses...............     11

         SECTION 3.08               Maintenance of Office or Agency...............................................     11

         SECTION 3.09               Appointment of Paying Agent...................................................     11

         SECTION 3.10               Ownership by the Transferor of Trust Certificates.............................     12

         SECTION 3.11               Trust Certificates Held by Trust, Transferor or Their Affiliates..............     12

ARTICLE FOUR               ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS...................................     12


                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                       -i-


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                      PAGE
                                                                                                                      ----
                                                                                                                
         SECTION 4.01               Prior Notice to Trust Certificateholders With Respect to Certain Matters......     12

         SECTION 4.02               Action by Trust Certificateholders With Respect to Certain Matters............     13

         SECTION 4.03               Action by Owner Trustee With Respect to Bankruptcy............................     13

         SECTION 4.04               Restrictions on Trust Certificateholders' Power...............................     13

         SECTION 4.05               Majority Control..............................................................     14

ARTICLE FIVE               APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.............................................     14

         SECTION 5.01               Establishment of Certificate Distribution Account and Reserve Account.........     14

         SECTION 5.02               Application of Trust Funds....................................................     15

         SECTION 5.03               Method of Payment.............................................................     17

         SECTION 5.04               Accounting and Reports........................................................     17

ARTICLE SIX                AUTHORITY AND DUTIES OF OWNER TRUSTEE..................................................     18

         SECTION 6.01               General Authority.............................................................     18

         SECTION 6.02               General Duties................................................................     18

         SECTION 6.03               Action Upon Instruction.......................................................     19

         SECTION 6.04               No Duties Except as Specified.................................................     20

         SECTION 6.05               No Action Unless Specifically Authorized......................................     20

         SECTION 6.06               Restrictions..................................................................     20

ARTICLE SEVEN              CONCERNING THE OWNER TRUSTEE...........................................................     21

         SECTION 7.01               Acceptance of Trusts and Duties...............................................     21

         SECTION 7.02               Furnishing of Documents.......................................................     22

         SECTION 7.03               Representations and Warranties................................................     22

         SECTION 7.04               Reliance; Advice of Counsel...................................................     23

         SECTION 7.05               Not Acting in Individual Capacity.............................................     24

         SECTION 7.06               Owner Trustee Not Liable for Trust Certificates...............................     24

         SECTION 7.07               Owner Trustee May Own Trust Certificates and Notes............................     24

ARTICLE EIGHT              COMPENSATION OF OWNER TRUSTEE..........................................................     24

         SECTION 8.01               Owner Trustee's Compensation and Indemnification..............................     24

ARTICLE NINE               TERMINATION OF TRUST AGREEMENT.........................................................     25


                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      -ii-


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                                                      PAGE
                                                                                                                      ----
                                                                                                                
         SECTION 9.01               Termination of Trust Agreement................................................     25

         SECTION 9.02               [Reserved]....................................................................     26

         SECTION 9.03               Purchase of the 2003-A SUBI Certificate; Repayment of the Trust Certificates..     26

ARTICLE TEN                SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.................................     28

         SECTION 10.01              Eligibility Requirements for Owner Trustee....................................     28

         SECTION 10.02              Resignation or Removal of Owner Trustee.......................................     28

         SECTION 10.03              Successor Owner Trustee.......................................................     29

         SECTION 10.04              Merger or Consolidation of Owner Trustee......................................     29

         SECTION 10.05              Appointment of Co-Trustee or Separate Trustee.................................     30

ARTICLE ELEVEN             TAX MATTERS............................................................................     31

         SECTION 11.01              Tax and Accounting Characterization...........................................     31

         SECTION 11.02              Signature on Returns; Tax Matters Partner.....................................     31

         SECTION 11.03              Tax Reporting.................................................................     31

ARTICLE TWELVE             MISCELLANEOUS..........................................................................     32

         SECTION 12.01              Supplements and Amendments....................................................     32

         SECTION 12.02              No Legal Title to Owner Trust Estate..........................................     33

         SECTION 12.03              Limitations on Rights of Others...............................................     33

         SECTION 12.04              Notices.......................................................................     34

         SECTION 12.05              Severability..................................................................     34

         SECTION 12.06              Counterparts..................................................................     34

         SECTION 12.07              Successors and Assigns........................................................     34

         SECTION 12.08              No Petition...................................................................     34

         SECTION 12.09              No Recourse...................................................................     35

         SECTION 12.10              Headings......................................................................     35

         SECTION 12.11              GOVERNING LAW.................................................................     35

         SECTION 12.12              Trust Certificates Nonassessable and Fully Paid...............................     35

         SECTION 12.13              Furnishing of Basic Documents.................................................     35


                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                     -iii-


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                        PAGE
                                                                        ----
                                                                      
                                    EXHIBITS

Exhibit A  -  Form of Trust Certificate..........................        A-1
Exhibit B  -  Form of Rule 144A Certificate......................        B-1
Exhibit C  -  Form of Form of Investment Letter..................        C-1


                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      -iv-


                      AMENDED AND RESTATED TRUST AGREEMENT

         This Amended and Restated Trust Agreement (this "Agreement"), dated as
of October 29, 2003, is between Nissan Auto Leasing LLC II, a Delaware limited
liability company ("NALL II"), as transferor (the "Transferor"), and Wilmington
Trust Company, a Delaware banking corporation ("Wilmington Trust"), as trustee
(the "Owner Trustee").

         WHEREAS, the parties hereto entered into a trust agreement dated as of
May 13, 2003 (the "Initial Trust Agreement") pursuant to which the Nissan Auto
Lease Trust 2003-A was created; and

         WHEREAS, the parties hereto are entering into this Agreement pursuant
to which, among other things, the Initial Trust Agreement will be amended and
restated, and $185,305,313.53 aggregate principal amount of Asset Backed
Certificates and $240,300,000 aggregate principal amount of 1.16563% Asset
Backed Class A-1 Notes, $277,000,000 aggregate principal amount 1.69000% Asset
Backed Class A-2 Notes, $379,950,000 aggregate principal amount Floating Rate
Asset Backed Class A-3a Notes and $342,450,000 aggregate principal amount of
2.57000% Asset Backed Class A-3b Notes will be issued.

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

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01 Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust
2003-A, as trust (the "Trust"), NILT Trust, a Delaware statutory trust, as
grantor and initial beneficiary (in such capacity, the "Grantor" and the "UTI
Beneficiary," respectively), Nissan-Infiniti LT, a Delaware statutory trust (the
"Titling Trust"), Nissan Motor Acceptance Corporation, a California corporation
("NMAC"), in its individual capacity, as servicer and as Administrative Agent
(in such capacity, the "Servicer" and the "Administrative Agent," respectively),
NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust
(the "Titling Trustee"), Wilmington Trust, as Owner Trustee and Delaware trustee
(in such capacity, the "Delaware Trustee") and U.S. Bank National Association, a
national banking association ("U.S. Bank"), as trust agent and indenture trustee
(in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively).

         SECTION 1.02 Interpretive Provisions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used herein include, as appropriate, all genders
and the plural as well as the singular, (ii) references to this Agreement
include all Exhibits hereto, (iii) references to words such as "herein,"
"hereof" and the like shall refer to this Agreement as a whole and not to any
particular part, Article, or Section herein, (iv) references to an Article or
Section such as "Article Twelve" or "Section 12.01" shall refer to the
applicable Article or Section of this Agreement, (v) the term "include" and all

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                       1


variations thereof shall mean "include without limitation," (vi) the term "or"
shall include "and/or", and (vii) the term "proceeds" shall have the meaning
ascribed to such term in the UCC.

         Any reference in this Agreement to any agreement means such agreement
as it may be amended, restated, supplemented (only to the extent such agreement
as supplemented relates to the Notes), or otherwise modified from time to time.
Any reference in this Agreement to any law, statute, regulation, rule, or other
legislative action shall mean such law, statute, regulation, rule, or other
legislative action as amended, supplemented, or otherwise modified from time to
time, and shall include any rule or regulation promulgated thereunder. Any
reference in this Agreement to a Person shall include the successor or assignee
of such Person.

                                   ARTICLE TWO

                                  ORGANIZATION

         SECTION 2.01 Name and Status. The trust created hereby shall be known
as "Nissan Auto Lease Trust 2003-A," in which name the Trust may engage in
activities as permitted by the Basic Documents, make and execute contracts and
other instruments and sue and be sued, to the extent provided herein. It is the
intention of the parties hereto that the Trust shall be a statutory trust under
the Statutory Trust Statute, and that this Agreement shall constitute the
governing instrument of that statutory trust.

         SECTION 2.02 Office. The chief executive office and principal place of
business of the Trust shall be in care of the Owner Trustee, initially at the
Owner Corporate Trust Office and thereafter at such other address as the Owner
Trustee may designate by written notice to the Trust Certificateholders and the
Transferor.

         SECTION 2.03 Purposes and Powers.

         (a)      The purposes of the Trust are: (i) at the direction of the
Trust Certificateholders, to take assignments and conveyances of certain assets
from time to time, to hold such assets in trust and to collect and disburse the
periodic income therefrom for the benefit of the Trust Certificateholders, (ii)
to engage in any of the other activities described or authorized in this
Agreement, any supplement or any amendment hereto or thereto and (iii) to engage
in any and all activities that are necessary or appropriate to accomplish the
foregoing or that are incidental thereto or connected therewith. The Trust shall
not be employed for any purpose except as duly authorized in accordance with the
provisions of this Agreement.

         (b)      The initial sole purpose of the Trust is to conserve the Owner
Trust Estate and collect and disburse the periodic income therefrom for the use
and benefit of the Trust Certificateholders, and in furtherance of such purpose
to engage in the following ministerial activities:

                           (i)      to issue the Notes pursuant to the Indenture
         and the Trust Certificates pursuant to this Agreement;

                           (ii)     to acquire the 2003-A SUBI Certificate from
         the Transferor and the other property of the Owner Trust Estate in
         exchange for (A) the issuance of the

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                        2


         Notes to the Transferor, (B) certain capital contributions from the
         Transferor and (C) the issuance of the Trust Certificate to the
         Transferor;

                           (iii)    to pay interest on and principal of the
         Notes;

                           (iv)     to assign, grant, transfer, pledge mortgage
         and convey the Owner Trust Estate pursuant to the Indenture to the
         Indenture Trustee as security for the Notes and to hold, manage and
         distribute to the Trust Certificateholders pursuant to the terms of
         this Agreement any portion of the Owner Trust Estate released from the
         Lien of, and remitted to the Trust pursuant to, the Indenture;

                           (v)      to enter into and perform its obligations
         under the Basic Documents to which the Trust is a party;

                           (vi)     to engage in other transactions, including
         entering into agreements, that are necessary, suitable or convenient to
         accomplish the foregoing or that are incidental thereto or connected
         therewith; and

                           (vii)    subject to compliance with the Basic
         Documents, to engage in such other activities as may be required in
         connection with conservation of the Owner Trust Estate and the making
         of distributions to the Trust Certificateholders and the Noteholders.

         (c)      The Trust shall not engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement or the other Basic Documents.

         SECTION 2.04 Appointment of Owner Trustee. The Transferor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein, and the
Owner Trustee hereby accepts such appointment.

         SECTION 2.05 Liability of the Trust Certificateholders. No Trust
Certificateholder shall have any personal liability for any liability or
obligation of the Trust, solely by reason of it being a Trust Certificateholder.

         SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The
Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby
acknowledges receipt in trust from the Transferor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Owner Trust Estate
and shall be deposited in the Certificate Distribution Account. The Transferor
shall pay organizational expenses of the Trust as they may arise or shall, upon
the request of the Owner Trustee, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.

         SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the sole purpose of conserving the Owner Trust
Estate and collecting and disbursing the periodic income therefrom for the use
and benefit of the Trust Certificateholders, who are intended to be

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                        3


"beneficial owners" within the meaning of the Statutory Trust Statute, subject
to the Lien of the Indenture Trustee and the obligations of the Trust under the
Basic Documents. It is the intention of the parties hereto that the Trust
constitutes a statutory trust under the Statutory Trust Statute and that this
Agreement constitutes the governing instrument of such statutory trust.
Consistent with Section 11.01, it is the intention of the parties hereto that,
solely for income and franchise tax purposes, the Trust shall be treated as a
division or branch of the Trust Certificateholder. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and under Delaware law for the purpose and to the extent necessary to
accomplish the purpose of the Trust as set forth in Sections 2.03(a) and
2.03(b). At the direction of the Transferor, the Owner Trustee caused to be
filed the Certificate of Trust pursuant to the Statutory Trust Statute, and the
Owner Trustee shall file or cause to be filed such amendments thereto as shall
be necessary or appropriate to satisfy the purposes of this Agreement and as
shall be consistent with the provisions hereof.

         SECTION 2.08 Title to Trust Property. Legal title to the Owner Trust
Estate shall be vested at all times in the Trust as a separate legal entity,
except where applicable law in any jurisdiction requires title to any part of
the Owner Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.

         SECTION 2.09 Situs of Trust. The Trust shall be located and
administered in the state of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the states of California,
Delaware or New York. The Trust shall not have any employees in any state other
than Delaware; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the state of Delaware.
Payments shall be received by the Trust only in the states of Delaware,
California or New York, and payments will be made by the Trust only from the
states of Delaware, California or New York. The only principal office of the
Trust will be at the Corporate Trust Office.

         SECTION 2.10 Representations and Warranties of the Transferor. The
Transferor hereby represents and warrants to the Owner Trustee as of the Closing
Date that:

         (a)      Organization and Good Standing. The Transferor has been duly
organized and validly existing as a limited liability company in good standing
under the laws of the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted.

         (b)      Due Qualification. The Transferor has been duly qualified to
do business as a limited liability company in good standing, and has obtained
all necessary licenses and approvals in all jurisdictions in which the conduct
of its business requires such qualifications, except when the failure to have
any such license, approval or qualification would not have a material adverse
effect on the condition, financial or otherwise, of the Transferor or would not
have a material adverse effect on the ability of the Transferor to perform its
obligations under this Agreement.

         (c)      Power and Authority. The Transferor has (i) the power and
authority to execute and deliver this Agreement and to carry out its terms; (ii)
good title to and is the sole legal and beneficial owner of the 2003-A SUBI
Certificate, free and clear of Liens and claims; (iii) full

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                        4


power and authority to transfer the 2003-A SUBI Certificate and deposit the same
with the Trust; (iv) duly authorized such transfer and deposit to the Trust by
all necessary action; and (v) duly authorized the execution, delivery and
performance of this Agreement by all necessary action.

         (d)      Binding Obligation. This Agreement is a legal, valid and
binding obligation of the Transferor, enforceable in accordance with its terms,
except as such enforceability may be subject to or limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws affecting creditors' rights generally and by general principles of equity,
regardless of whether such enforceability shall be considered in a proceeding in
equity or law.

         (e)      No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms of this
Agreement do not conflict with or breach any of the terms or provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of formation or limited liability agreement of the Transferor, any
material indenture, agreement or other instrument to which the Transferor is a
party or by which it shall be bound; nor result in the creation or imposition of
any material Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than the Basic Documents); nor
violate any law or, to the best of the Transferor's knowledge, any order, rule
or regulation applicable to the Transferor of any court or of any federal or
State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferor or its properties, which
breach, default, conflict, Lien or violation in any case would have a material
adverse effect on the ability of the Transferor to perform its obligations under
this Agreement.

         (f)      No Proceedings. There are no proceedings or investigations
pending, or to the Transferor's knowledge, threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Transferor or its properties: (i) asserting the
invalidity of this Agreement or any of the other Basic Documents to which it is
party; (ii) seeking to prevent the issuance of the Notes or the Trust
Certificates or the consummation of any of the transactions contemplated by this
Agreement or any of the other Basic Documents to which it is a party; (iii)
seeking any determination or ruling that would be likely materially and
adversely to affect the performance by the Transferor of its obligations under,
or the validity or enforceability of, this Agreement or any of the other Basic
Documents to which it is a party; or (iv) relating to the Transferor and that
would be likely materially and adversely to affect the federal income tax or any
state income tax attributes of the Trust, the Notes or the Trust Certificates.

         (g)      Independent Manager. Notwithstanding anything to the contrary
in the Transferor's Formation Documents, the Transferor shall ensure that at
least one manager of the Transferor shall be an Independent Manager.

         SECTION 2.11 Power of Attorney. Pursuant to the Trust Administration
Agreement, the Owner Trustee has authorized the Administrative Agent to perform
certain of its administrative duties hereunder, including duties with respect to
the management of the Owner Trust Estate, and in connection therewith hereby
grants the Administrative Agent its revocable power of attorney. Each Trust
Certificateholder by such Holder's acceptance of any Trust

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Certificate or beneficial interest therein, as the case may be, shall be deemed
to have granted power of attorney to the Administrative Agent for purposes of
actions taken or to be taken with respect to the Trust Certificates.

                                 ARTICLE THREE

                               TRUST CERTIFICATES
                            AND TRANSFER OF INTERESTS

         SECTION 3.01 Initial Ownership. Upon the formation of the Trust by the
contribution by the Transferor pursuant to Section 2.06 and until the issuance
of the Trust Certificates, the Transferor shall be sole beneficiary of the
Trust.

         SECTION 3.02 The Trust Certificates.

         (a)      The Trust Certificates shall be substantially in the form set
forth in Exhibit A, in minimum denominations of $250,000. Except for the
issuance of the Trust Certificate to the Transferor, no Trust Certificate may be
sold, pledged, exchanged or otherwise transferred to any Person except in
accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange
or transfer (each referred to hereinafter as a "transfer") in violation of such
Sections shall be null and void. The Trust Certificate shall be issued in the
name of the Transferor. Upon delivery to the Transferor, the Owner Trustee and
the Certificate Registrar of a letter in the form of Exhibit C, any Trust
Certificate shall be reissued in the name and in the denomination set forth in
such letter.

         (b)      The Trust Certificates may be printed, lithographed,
typewritten, mimeographed or otherwise produced, and may be executed on behalf
of the Trust by manual or facsimile signature of an Authenticating Agent. Trust
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates. If registration of a transfer of a
Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the
transferee of such Trust Certificate shall become a Trust Certificateholder and
shall be entitled to the rights and subject to the obligations of a Trust
Certificateholder hereunder, upon such transferee's acceptance of a Trust
Certificate duly registered in such transferee's name pursuant to Section 3.04.

         SECTION 3.03 Authentication and Delivery of Trust Certificates.
Concurrently with the transfer of the 2003-A SUBI Certificate to the Trust, the
Owner Trustee shall cause to be executed on behalf of the Trust to the
Transferor the Trust Certificate in an aggregate principal amount equal to the
Initial Trust Certificate Balance, authenticated and delivered to or upon the
written order of the Transferor, in authorized denominations, evidencing the
entire ownership of the Trust. No Trust Certificate shall entitle its holder to
any benefit

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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. The Wilmington
Trust Company shall be the initial Authenticating Agent of the Owner Trustee
hereunder, and all references herein to authentication by the Owner Trustee
shall be deemed to include the Authenticating Agent.

         SECTION 3.04 Registration of Transfer and Exchange.

         (a)      The Certificate Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.08, a register (the
"Certificate Register"), in which, subject to such reasonable regulations as it
may prescribe, the Certificate Registrar shall provide for the registration of
Trust Certificates and, if and to the extent transfers are permitted pursuant to
Section 3.04(b) and Section 3.10, the registration of transfers of Trust
Certificates. No transfer of a Trust Certificate shall be recognized except upon
registration of such transfer. Wilmington Trust Company is hereby appointed as
the initial Certificate Registrar. If the Certificate Registrar shall for any
reason become unable to act as Certificate Registrar, the Certificate Registrar
shall give prompt written notice to such effect to the Transferor, the Owner
Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor,
which shall be another trust company or bank, and shall agree to act in
accordance with the provisions of this Agreement applicable to it as successor
Certificate Registrar under this Agreement.

         (b)      Each Trust Certificate shall bear a legend regarding transfers
to the effect of the legend on the form of Trust Certificate attached as Exhibit
A hereto, unless determined otherwise by the Servicer (as certified to the
Certificate Registrar in an Officer's Certificate) consistent with applicable
law.

         If and to the extent transfers are permitted pursuant to Section 3.10,
as a condition to the registration of any transfer of a Trust Certificate, the
prospective transferee shall be required to represent in writing to the Owner
Trustee, the Transferor and the Certificate Registrar the following:

                           (i)      It has neither acquired nor will it transfer
         any Trust Certificate it purchases (or any interest therein) or cause
         any such Trust Certificates (or any interest therein) to be marketed on
         or through an "established securities market" within the meaning of
         Section 7704(b)(1) of the Code, including, without limitation, an
         over-the-counter-market or an interdealer quotation system that
         regularly disseminates firm buy or sell quotations.

                           (ii)     It either (A) is not, and will not become, a
         partnership, Subchapter S corporation or grantor trust for U.S. federal
         income tax purposes or (B) is such an entity, but none of the direct or
         indirect beneficial owners of any of the interests in such transferee
         have allowed or caused, or will allow or cause, 50% or more (or such
         other

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         percentage as the Transferor may establish prior to the time of such
         proposed transfer) of the value of such interests to be attributable to
         such transferee's ownership of Trust Certificates.

                           (iii)    It understands that no subsequent transfer
         of the Trust Certificates is permitted unless (A) such transfer is of a
         Trust Certificate with a denomination of at least $250,000, (B) it
         causes its proposed transferee to provide to the Trust and the
         Certificate Registrar a letter substantially in the form of Exhibit C
         hereto, or such other written statement as the Transferor shall
         prescribe and (C) the Transferor consents in writing to the proposed
         transfer, which consent shall be granted unless the Transferor
         determines that such transfer would create a risk that the Trust or the
         Titling Trust would be classified for federal or any applicable state
         tax purposes as an association (or a publicly traded partnership)
         taxable as a corporation; provided, however, that any attempted
         transfer that would either cause (1) the number of registered holders
         of Trust Certificates to exceed 95 or (2) the number of holders of
         direct or indirect interests in the Titling Trust to exceed 50, shall
         be a void transfer.

                           (iv)     It understands that the Opinion of Counsel
         to the Trust that the Trust is not a publicly traded partnership
         taxable as a corporation is dependent in part on the accuracy of the
         representations in paragraphs (i), (ii) and (iii) above.

                           (v)      It is not a Benefit Plan or arrangement
         subject to Section 406 of ERISA, will not acquire or hold the Trust
         Certificates being transferred on behalf of or with "plan assets" of a
         Benefit Plan, and is not a Person acting on behalf of such a Benefit
         Plan or arrangement nor using the assets of such a Benefit Plan or
         arrangement to effect such transfer;

                           (vi)     It is a Person who is either (A)(1) a
         citizen or resident of the United States, (2) a corporation,
         partnership or other entity organized in or under the laws of the
         United States or any political subdivision thereof or (3) a Person not
         described in (A)(1) or (2) whose ownership of the Trust Certificates is
         effectively connected with such Person's conduct of a trade or business
         within the United States (within the meaning of the Code) and its
         ownership of any interest in a Trust Certificate will not result in any
         withholding obligation with respect to any payments with respect to the
         Trust Certificates by any Person (other than withholding, if any, under
         Section 1446 of the Code) or (B) an estate or trust the income of which
         is includible in gross income for federal income tax purposes,
         regardless of source or a trust if a court within the United States is
         able to exercise primary supervision of the administration of the trust
         and one or more "U.S. persons" (as such term is defined in the Code)
         have the authority to control all substantial decisions of the Trust.
         It agrees that it will provide a certification of non-foreign status
         signed under penalty of perjury and, alternatively, that if it is a
         Person described in clause (A)(3) above, it will furnish to the
         Transferor and the Owner Trustee a properly executed IRS Form W-8ECI
         and a new IRS Form W-8ECI upon the expiration or obsolescence of any
         previously delivered form (and such other certifications,
         representations or Opinions of Counsel as may be requested by the
         Transferor and the Owner Trustee).

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                           (vii)    It understands that any purported transfer
         of any Trust Certificate (or any interest therein) in contravention of
         any of the restrictions and conditions in this Section shall be void,
         and the purported transferee in such transfer shall not be recognized
         by the Trust or any other Person as a Trust Certificateholder for any
         purpose.

         (c)      By acceptance of any Trust Certificate, the related Trust
Certificateholder specifically agrees with and represents to the Transferor, the
Trust and Certificate Registrar that no transfer of such Trust Certificate shall
be made unless the registration requirements of the Securities Act and any
applicable state securities laws are complied with, or such transfer is exempt
from the registration requirements under the Securities Act because the transfer
satisfies one of the following:

                           (i)      Such transfer is in compliance with Rule
         144A, to a transferee who the transferor reasonably believes is a
         Qualified Institutional Buyer that is purchasing for its own account or
         for the account of a Qualified Institutional Buyer and to whom notice
         is given that such transfer is being made in reliance upon Rule 144A
         and (A) the transferor thereof executes and delivers to the Transferor
         and the Certificate Registrar, a Rule 144A certificate substantially in
         the form attached as Exhibit B and (B) the transferee executes and
         delivers to the Transferor and the Certificate Registrar an investment
         letter substantially in the form attached as Exhibit C.

                           (ii)     After the appropriate holding period, such
         transfer is pursuant to an exemption from registration under the
         Securities Act provided by Rule 144 under the Securities Act and the
         transferee, if requested by the Transferor or the Certificate
         Registrar, delivers an Opinion of Counsel in form and substance
         satisfactory to the Transferor.

         (d)      The Transferor shall make the Rule 144A Information available
to the prospective transferor and transferee of a Trust Certificate. The Rule
144A Information shall include any or all of the following items requested by
the prospective transferee:

                           (i)      the Prospectus, as amended or supplemented
         to the date of such transfer;

                           (ii)     each Payment Date Certificate delivered to
         Trust Certificateholders on each Payment Date preceding such request;
         and

                           (iii)    such other information as is reasonably
         available to the Transferor in order to comply with requests for
         information pursuant to Rule 144A.

         None of the Transferor, the Certificate Registrar or the Owner Trustee
is under an obligation to register any Trust Certificate under the Securities
Act or any state securities laws.

         (e)      Upon surrender for registration of transfer or exchange of any
Trust Certificate at the office of the Certificate Registrar and upon compliance
with the provisions of this Agreement relating to such transfer or exchange,
provided that the requirements of Section 8-401(a) of the UCC are met, the Owner
Trustee shall execute and shall, or shall cause the Authenticating Agent to,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more

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new Trust Certificates in authorized denominations of a like aggregate face
amount dated the date of such authentication or the Trust Certificates that the
Trust Certificateholder making the exchange is entitled to receive, as the case
may be.

         The Certificate Registrar shall require that every Trust Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer and accompanied by IRS Form
W-8BEN or W-9 or such other form as may be reasonably required in form
satisfactory to the Certificate Registrar duly executed by the Trust
Certificateholder or such Person's attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Trust Certificates.

         The Certificate Registrar shall cancel and retain or destroy, in
accordance with the Certificate Registrar's retention policy then in effect, all
Trust Certificates surrendered for registration of transfer or exchange and
shall upon written request certify to the Transferor as to such retention or
destruction.

         (f)      The provisions of this Section generally are intended, among
other things, to prevent the Trust from being characterized as a "publicly
traded partnership" within the meaning of Section 7704 of the Code, in reliance
on Treasury Regulations Section 1.7704-1(e) and (h), and the Transferor shall
take such intent into account in determining whether or not to consent to any
proposed transfer of any Trust Certificate.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make and the Certificate Registrar shall not register any
transfer or exchange of Trust Certificates for a period of 15 days preceding the
due date for any payment with respect to the Trust Certificates.

         SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If any mutilated Trust Certificate is surrendered to the Certificate Registrar,
or if the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Trust Certificate and there is delivered to
the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice that such Trust Certificate has been transferred to a protected purchaser
and provided that the requirements of Section 8-405 of the UCC are met, the
Owner Trustee on behalf of the Trust shall execute and the Authenticating Agent
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate
of like tenor and denomination. In connection with the issuance of any new Trust
Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Certificate issued pursuant to this Section shall constitute conclusive
evidence of an ownership interest in the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Trust Certificate shall be found at any
time.

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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 Transferor or the Indenture Trustee, as
the case may be, within 15 days after its receipt of a request therefor from the
Owner Trustee, the Servicer, the Transferor or the Indenture Trustee in writing,
a list, in such form as the requesting party may reasonably request, of the
names and addresses of the Trust Certificateholders as of the most recent Record
Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust
Certificateholders evidencing not less than 25% of the Certificate Balance apply
in writing to the Owner Trustee, and such application states that the applicants
desire to communicate with other Trust Certificateholders with respect to their
rights under this Agreement or under the Trust Certificates and such application
is accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during normal
business hours to the current list of Trust Certificateholders. Each Trust
Certificateholder, by receiving and holding a Trust Certificate, shall be deemed
to have agreed not to hold any of the Transferor, the Owner Trustee, the
Indenture Trustee or the Servicer, as the case may be, accountable by reason of
the disclosure of its name and address, regardless of the source from which such
information was derived.

         SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall
maintain in The Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Trust Certificates and the other Basic
Documents to which the Trust is a party may be served. The Owner Trustee
initially designates Wilmington Trust Company, c/o Computershare Trust Company
of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York,
as the office for such purposes. The Owner Trustee shall give prompt written
notice to the Transferor and the other Trust Certificateholders of any change in
the location of the Certificate Register or any such office or agency.

         SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make
distributions to the Trust Certificateholders pursuant to Section 5.02, and
shall report the amounts of such distributions to the Owner Trustee. Any Paying
Agent shall have the revocable power to withdraw funds from the Certificate
Distribution Account for the purpose of making the distributions referred to
above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may
revoke such power and remove the Paying Agent if the Owner Trustee determines in
its sole discretion that the Paying Agent has failed to perform its obligations
under this Agreement in any material respect. Any co-paying agent chosen by the
Transferor and acceptable to the Owner Trustee shall also be a Paying Agent.
Each Paying Agent may resign upon 30 days' written notice to the Owner Trustee.
In the event that a Paying Agent may no

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longer act as Paying Agent, the Owner Trustee shall appoint a successor to act
as Paying Agent (which shall be a bank or trust company). The Owner Trustee
shall cause such successor Paying Agent or any additional Paying Agent appointed
by the Owner Trustee to execute and deliver to the Owner Trustee an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with
the Owner Trustee that as Paying Agent, such successor Paying Agent or
additional Paying Agent shall hold all sums, if any, held by it for payment to
the Trust Certificateholders in trust for the benefit of the Trust
Certificateholders entitled thereto until such sums are paid to the Trust
Certificateholders. The Paying Agent shall return all unclaimed funds to the
Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

         SECTION 3.10 Ownership by the Transferor of Trust Certificates. The
Transferor shall receive on the Closing Date in accordance with Section 3.02 and
shall thereafter retain beneficial and record ownership of Trust Certificates
representing 100% of the Certificate Balance. Notwithstanding any other
provision of this Agreement to the contrary, any attempted transfer of any Trust
Certificate that would reduce such interest of the Transferor below 100% of the
Certificate Balance shall be void. The Owner Trustee shall cause one Trust
Certificate issued to the Transferor (representing 100% of the Certificate
Balance) to bear a legend stating "THIS CERTIFICATE IS NON-TRANSFERABLE."
Notwithstanding the foregoing, upon a dissolution or termination of the
Transferor, the Trust Certificates held by it shall be distributed to NMAC
without regard to the provisions of Section 3.02 or this Section 3.10.

         SECTION 3.11 Trust Certificates Held by Trust, Transferor or Their
Affiliates. Unless otherwise specified in this Agreement or other Basic
Documents, any Trust Certificates owned by the Trust, the Transferor, the
Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their
respective Affiliates shall be entitled to the benefits under this Agreement
equally and proportionately to the benefits afforded other owners of the Trust
Certificates, except that such Trust Certificates shall be deemed not to be
outstanding for the purpose of determining whether the requisite percentage of
Securityholders have given any request, demand, authorization, direction,
notice, consent or other action under the Basic Documents (other than the
commencement by the Trust of a voluntary proceeding in bankruptcy), unless all
Securities are owned by the Trust, the Transferor, the Servicer (so long as NMAC
or an Affiliate is the Servicer) or any of their respective Affiliates.

                                  ARTICLE FOUR

              ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS

         SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to
Certain Matters. Subject to the provisions and limitations of Section 4.04, with
respect to the following matters, the Owner Trustee shall not take action unless
the Owner Trustee has notified the Trust Certificateholders and the Rating
Agencies in writing of the proposed action at least 30 days before the taking of
such action and Trust Certificateholders representing at least 25% of the

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Certificate Balance have not notified the Owner Trustee in writing prior to the
30th day after such notice is given that such Trust Certificateholders have
withheld consent or provided alternative direction:

         (a)      the initiation of any claim or lawsuit by the Trust and the
compromise of any action, claim or lawsuit brought by or against the Trust
(other than an action brought by the Servicer on behalf of the Titling Trust and
Persons having interests in the 2003-A SUBI Certificate to collect amounts owed
under a 2003-A Lease or 2003-A Vehicle);

         (b)      the election by the Trust to file an amendment to the
Certificate of Trust (unless such amendment is required to be filed under the
Statutory Trust Statute);

         (c)      the amendment of the Indenture in circumstances where the
consent of any Noteholder is required;

         (d)      the amendment of any Basic Document other than the Trust
Agreement in circumstances such amendment materially and adversely affects the
interests of the Trust Certificateholders;

         (e)      the amendment of any other Basic Document unless the Owner
Trustee is furnished an Opinion of Counsel to the effect that such amendment
does not materially and adversely affect the interests of the Trust
Certificateholders; or

         (f)      the appointment a successor Owner Trustee or successor
Indenture Trustee.

         SECTION 4.02 Action by Trust Certificateholders With Respect to Certain
Matters. Subject to the provisions and limitations of Section 4.04, to the
extent the Owner Trustee or the Trust is deemed to be the Holder of the 2003-A
SUBI Certificate pursuant to the SUBI Trust Agreement, the Owner Trustee or
Trust, as the case may be, shall take such actions as directed in writing by
Trust Certificateholders holding Trust Certificates evidencing an interest of at
least 662/3% of the Certificate Balance; provided, however, that so long as the
Lien of the Indenture is outstanding, such direction shall be subject to the
consent of the Indenture Trustee. The Owner Trustee may not, except upon the
occurrence of a Servicer Default subsequent to the payment in full of the Notes
and in accordance with the written directions of Trust Certificateholders
holding 100% of the Certificate Balance, remove the Servicer, with respect to
the 2003-A SUBI Assets or appoint a successor Servicer with respect thereto.

         SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Trust Certificateholders (including the board of managers (including the
Independent Managers, as such term is defined in the Transferor's limited
liability company agreement) of the Transferor) and the delivery to the Owner
Trustee of a written certification by each Trust Certificateholder that such
Trust Certificateholder reasonably believes that the Trust is insolvent.

         SECTION 4.04 Restrictions on Trust Certificateholders' Power. The Trust
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee

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under this Agreement or any of the other Basic Documents or would be contrary to
the purpose of the Trust as set forth in Section 2.03, nor shall the Owner
Trustee be obligated to follow any such direction, if given.

         SECTION 4.05 Majority Control. Except as expressly provided herein, any
action that may be taken by the Trust Certificateholders under this Agreement
may be taken by the Trust Certificateholders holding not less than a Majority
Interest of the Trust Certificates. Except as expressly provided herein, any
written notice of the Trust Certificateholders delivered pursuant to this
Agreement shall be effective if signed by Trust Certificateholders holding not
less than a Majority Interest of the Certificates at the time of delivery of
such notice.

                                  ARTICLE FIVE

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.01 Establishment of Certificate Distribution Account and
Reserve Account.

         (a)      The Owner Trustee, for the benefit of the Trust
Certificateholders, shall establish and maintain, or cause to be established and
maintained, at the direction of the Transferor, an Eligible Account with and in
the name of the Owner Trustee which shall be designated the "Certificate
Distribution Account." The Certificate Distribution Account shall be held in
trust for the benefit of the Trust Certificateholders and shall bear a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Trust Certificateholders.

         The Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. Except as otherwise provided herein, the Certificate
Distribution Account shall be under the sole dominion and control of the Owner
Trustee for the benefit of the Trust Certificateholders. If at any time the
Certificate Distribution Account ceases to be an Eligible Account, the Owner
Trustee (or the Transferor on behalf of the Owner Trustee, if the Certificate
Distribution Account is not then held by the Owner Trustee or an Affiliate
thereof) shall, within ten Business Days following notification of such
occurrence (or such longer period, not to exceed 30 calendar days, as to which
each Rating Agency may consent), establish a new Certificate Distribution
Account as an Eligible Account and shall transfer any cash or investments to
such new Certificate Distribution Account.

         (b)      The Servicer, on behalf of the Trust, shall establish and
maintain an Eligible Account (initially at U.S. Bank) in the name of the
Indenture Trustee until the Outstanding Amount is reduced to zero, and
thereafter, in the name of the Owner Trustee, which is designated as the
"Reserve Account". The Reserve Account shall be held for the benefit of the
Securityholders, and shall bear a designation clearly indicating that the funds
on deposit therein are held for the benefit of the Securityholders.

         The Reserve Account shall be under the sole dominion and control of the
Indenture Trustee until the Outstanding Amount has been reduced to zero, and
thereafter under the sole dominion and control of the Owner Trustee. On the
Closing Date, the Transferor will use the net

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proceeds of the sale of the Notes and the Trust Certificates to make a capital
contribution to the Trust, which the Trust shall use to cause the Initial
Deposit Amount to be deposited into the Reserve Account. All deposits to and
withdrawals from the Reserve Account shall be made only upon the terms and
conditions of the Basic Documents.

         (c)      The Trust shall take or cause to be taken such further
actions, to execute, deliver and file or cause to be executed, delivered and
filed such further documents and instruments (including, without limitation, the
Control Agreement or any UCC financing statements) as may be determined to be
reasonably necessary by the Administrative Agent on behalf of the Trust, in
order to perfect the interests created by Section 5.01(b) and otherwise fully
effectuate the purposes, terms and conditions of this Section. The Trust (or
Administrative Agent on behalf of the Trust) shall:

                           (i)      promptly execute, deliver and file any
         financing statements, amendments, continuation statements, assignments,
         certificates and other documents with respect to such interests and
         perform all such other acts as may be necessary in order to perfect or
         to maintain the perfection of its securities interest in the Reserve
         Account; and

                           (ii)     make the necessary filings of financing
         statements or amendments thereto within five days after the occurrence
         of any of the following (and promptly notify the Trust and the Owner
         Trustee of each such filing): (A) any change in the Transferor's
         corporate name or any trade name, (B) any change in the location of is
         chief executive office or principal place of business or (C) any merger
         or consolidation or other change in its identity or corporate
         structure.

         SECTION 5.02 Application of Trust Funds.

         (a)      Until the Outstanding Amount of the Trust Certificates has
been reduced to zero, on each Payment Date, the Paying Agent (or the Owner
Trustee, if there is no Paying Agent) shall pay, to the extent of funds
available, the amount required to be deposited by the Titling Trustee and by the
Indenture Trustee into the Certificate Distribution Account pursuant to Section
8.04 of the Indenture, after the payment in full of the Notes, for the payment
of principal of the Trust Certificates on such Payment Date, pro rata to the
Trust Certificateholders of record at the close of business on the Record Date
with respect to such Payment Date. On any Payment Date on which the amount on
deposit in the Reserve Account, after giving effect to all withdrawals therefrom
and deposits thereto in respect of that Payment Date, exceeds the Reserve
Account Requirement, any such excess shall be released to the Transferor.

         (b)      On or after the date on which the Outstanding Amount of the
Notes has been reduced to zero, pursuant to the Indenture and the Control
Agreement, dominion and control over the Reserve Account shall be transferred to
the Owner Trustee. On each Payment Date thereafter, all amounts distributable to
the Trust Certificateholders shall be distributed by the Owner Trustee in the
order and priority set forth in Section 8.04(a) of the Indenture and the Owner
Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture.

         On the Payment Date on which the Certificate Balance has been reduced
to zero, the Owner Trustee shall release to the Transferor, without recourse,
representation or warranty

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                                            Amended and Restated Trust Agreement

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(except as set forth in Section 7.03), all of the Trust's right, title, and
interest in, to and under the Reserve Account Property. In addition, on or
following the Payment Date on which the Certificate Balance has been reduced to
zero, the Transferor may direct the Owner Trustee in writing to distribute to
it, and upon receipt of such direction the Owner Trustee shall distribute to the
Transferor, the remaining assets of the Trust.

         (c)      On each Payment Date, the Owner Trustee shall send to each
Trust Certificateholder a report (the "Distribution Statement") provided by the
Servicer, based on information in the Payment Date Certificate delivered
pursuant to Section 8.03 of the Indenture, that shall include the following
information:

                           (i)      the amount of SUBI Collections for the
         related Collection Period and the amounts allocable to the 2003-A SUBI
         Certificate;

                           (ii)     the Certificate Balance on the immediately
         preceding Payment Date, or if the current Payment Date is the first
         Payment Date, on the Closing Date;

                           (iii)    the aggregate amount of interest accrued and
         paid on each Class of Notes during the related Accrual Period;

                           (iv)     the aggregate amount of principal paid with
         respect to each Class of Notes and the Trust Certificates on such
         Payment Date and the Principal Carryover Shortfall, if any;

                           (v)      the Outstanding Amount of the Notes and the
         Certificate Balance on the day immediately preceding such Payment Date;

                           (vi)     the Note Factor for each Class of Notes and
         the Certificate Factor (after giving effect to payments made on such
         Payment Date);

                           (vii)    the Available Funds deposited into the SUBI
         Collection Account, including amounts with respect to each of items (i)
         through (v) of the definition thereof;

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

                           (ix)     the Servicing Fee and the Payment Date
         Advance Reimbursement for the related Collection Period and

                           (x)      the amount of Residual Value Losses for the
         related Collection Period.

         The information required to be delivered by such Distribution Statement
may be included with such other information or reports furnished by the Servicer
to the Owner Trustee in connection with the making of payments pursuant to the
other Basic Documents.

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         (d)      If any withholding tax is imposed on the Trust's payment (or,
if the Trust is treated as a partnership for federal income tax purposes,
allocations of income) to a Trust Certificateholder, such tax shall reduce the
amount otherwise distributable to such Trust Certificateholder in accordance
with this Section. The Owner Trustee is hereby authorized and directed to retain
from amounts otherwise distributable to such Trust Certificateholders,
sufficient funds for the payment of any withholding tax that is legally owed by
the Trust (but such authorization shall not prevent the Owner Trustee from
contesting any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
amount of any withholding tax imposed with respect to a Trust Certificateholder
shall be treated as cash distributed to such Trust Certificateholders, at the
time it is withheld by the Trust for remittance to the appropriate taxing
authority. If the Owner Trustee determines that there is a possibility that
withholding tax is payable with respect to a distribution (such as any
distribution to a "non-U.S. person" (as defined in Section 7701(a)(30) of the
Code)), the Owner Trustee may in its sole discretion withhold such amounts in
accordance with this Section. If a Trust Certificateholder wishes to apply for a
refund of any such withholding tax, the Owner Trustee shall reasonably cooperate
with such Trust Certificateholder in making such claim so long as such Trust
Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket
expenses incurred.

         (e)      Subject to Section 6.07 of the Indenture and 8.01 hereof, as
the case may be, neither the Indenture Trustee nor the Owner Trustee, as the
case may be, shall in any way be held liable by reason of any insufficiency in
the Reserve Account resulting from any loss on any Permitted Investment included
therein, except for losses attributable to the Indenture Trustee's or the Owner
Trustee's, as the case may be, failure to make payments on any such Permitted
Investments issued by the Indenture Trustee or the Owner Trustee, as the case
may be, in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms.

         SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting
the final payment upon retirement of the Trust Certificates, distributions
required to be made to Trust Certificateholders on any Payment Date shall be
made to each Trust Certificateholder of record on the related Record Date by
check mailed to such Trust Certificateholder at the address of such holder
appearing on the Certificate Register, except that a Trust Certificateholder
having original denominations aggregating at least $1 million may request
payment by wire transfer of funds pursuant to written instructions delivered to
the Owner Trustee at least five Business Days prior to the Record Date.
Notwithstanding the foregoing, the final payment on the Trust Certificates shall
be made only upon presentation and surrender of such Trust Certificates at the
office or agency specified in the notice of final payment to the Trust
Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of
at least 20 days' notice from the Trust or the Administrative Agent as set forth
in the Indenture, provide such notice to the Trust Certificateholders of record
not more than 30 days and not less than 15 days prior to the date on which such
final payment is expected to occur.

         SECTION 5.04 Accounting and Reports.

         (a)      The Owner Trustee shall, based on information provided by the
Transferor, (i) maintain (or cause to be maintained) the books of the Trust on a
calendar year basis on the accrual method of accounting (except as required by
Article Eleven), (ii) deliver to each Trust

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Certificateholder not later than the latest date permitted by law (A) a
statement of the amounts provided for in Section 8.04 of the Indenture and (B)
such information as may be required by the Code and applicable Treasury
Regulations with respect to instruments such as the Trust Certificates and (iii)
in addition to the Owner Trustee's rights under Section 5.02, take such action
as instructed by the Transferor to collect or cause to be collected and paid
over to applicable authorities any withholding tax as described in and in
accordance with Section 5.02 and Article Eleven with respect to income or
distributions to Trust Certificateholders. The Owner Trustee shall make all
elections pursuant to Article Eleven as directed by the Transferor.

         (b)      The Transferor shall maintain such books and records, and
shall prepare and file such reports and returns, as are required pursuant to
this Section and Section 5.02.

                                  ARTICLE SIX

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.01 General Authority. The Owner Trustee shall administer the
Trust in the interest of the Trust Certificateholders, subject to the Lien of
the Indenture Trustee, in accordance with the Basic Documents. Subject to the
provisions and limitations of Sections 2.03 and 2.07, the Owner Trustee is
authorized and directed to execute and deliver on behalf of the Trust the Basic
Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Basic Documents to
which the Trust is to be a party, in each case in such form as the Transferor
shall approve as evidenced conclusively by the Owner Trustee's execution thereof
and the Transferor's execution of this Agreement, and on behalf of the Trust, to
direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the
aggregate principal amount of $240,300,000, Class A-2 Notes in the aggregate
principal amount of $277,000,000, Class A-3a Notes in the aggregate principal
amount of $379,950,000 and Class A-3b Notes in the aggregate principal amount of
$342,450,000. In addition to the foregoing, the Owner Trustee is authorized to
take all actions required of the Trust pursuant to the Basic Documents. The
Owner Trustee is further authorized from time to time to take such action on
behalf of the Trust as is permitted by the Basic Documents and that the Servicer
or the Administrative Agent recommends with respect to the Basic Documents,
except to the extent this Agreement expressly requires the consent of the Trust
Certificateholders for such action.

         SECTION 6.02 General Duties. Subject to the provisions and limitations
of Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to
discharge or cause to be discharged all of its responsibilities pursuant to the
terms of the Basic Documents to which the Trust is a party and to administer the
Trust in the interest of the Trust Certificateholders, subject to the Lien of
the Indenture Trustee and in accordance with the provisions of the Basic
Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to
have discharged its duties and responsibilities hereunder and under the other
Basic Documents to the extent the Administrative Agent has agreed in the Trust
Administration Agreement to perform any act or to discharge any duty of the
Trust or the Owner Trustee hereunder or under any other 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.

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         SECTION 6.03 Action Upon Instruction.

         (a)      Subject to Article Four and in accordance with the terms of
the Basic Documents, the Transferor may by written instruction direct the Owner
Trustee in the administration of the Trust subject to, and in accordance with,
the terms of the Basic Documents. The Owner Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Owner Trustee that shall be specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they conform on their face to the requirements
of this Agreement.

         (b)      The Owner Trustee shall not be required to take any action
hereunder or under any other Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee, is contrary
to the terms hereof or of any other Basic Document or is otherwise contrary to
law or any obligation of the Owner Trustee or the Trust.

         (c)      Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any other Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Trust Certificateholders requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of Trust Certificateholders holding not less than a
Majority Interest of the Trust Certificates, the Owner Trustee shall not be
liable on account of such action to any Person. If the Owner Trustee shall not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice as may
be necessary under the circumstances), it may, but shall be under no duty to,
take or refrain from taking such action not inconsistent with this Agreement or
the other Basic Documents as it shall deem to be in the best interests of the
Trust Certificateholders, and shall have no liability to any Person for such
action or inaction.

         (d)      If the Owner Trustee is unsure as to the application of any
provision of this Agreement or any other Basic Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement or any other
Basic Document permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action the Owner Trustee is required to take with
respect to a particular set of facts, the Owner Trustee may give notice (in such
form as shall be appropriate under the circumstances) to the Trust
Certificateholders requesting instruction and, to the extent the Owner Trustee
acts or refrains from acting in good faith in accordance with any such
instruction received from Trust Certificateholders holding not less than a
Majority Interest of the Trust Certificates and in accordance with Sections 6.04
and 6.05, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or as may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from 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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         (e)      Notwithstanding the foregoing, the right of the Transferor or
the Trust Certificateholders to take any action affecting the Owner Trust Estate
shall be subject to the rights of the Indenture Trustee under the Indenture.

         SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not
be required to perform any of the obligations of the Trust under this Agreement
or the other Basic Documents that are required to be performed by (i) the
Servicer under the Servicing Agreement or the 2003-A SUBI Supplement, (ii) the
Transferor under this Agreement, the Servicing Agreement, the Indenture, the
SUBI Certificate Transfer Agreement, or the Back-Up Security Agreement, (iii)
the Administrative Agent under the Trust Administration Agreement or (iv) the
Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty
or obligation to manage, make any payment with respect to, register, record,
sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise
take or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Trust is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Owner Trustee pursuant to Section 6.03; and no
implied duties or obligations shall be read into this Agreement or any other
Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
ownership or security interest in the Owner Trust Estate or to record this
Agreement or any other Basic Document. Notwithstanding anything to the contrary
herein or in any Basic Document, neither the Indenture Trustee, the Titling
Trustee nor the Trust Agent shall be required to execute, deliver or certify on
behalf of the Issuer or any other person any filings, certificates, affidavits
or other instruments required under the Sarbanes-Oxley Act of 2002, to the
extent permitted by applicable law. The Owner Trustee nevertheless agrees that
it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any Liens (other than the Lien of the Indenture) on any
part of the Owner Trust Estate that result from actions by or claims against the
Owner Trustee in its individual capacity that are not related to the ownership
or the administration of the Owner Trust Estate.

         SECTION 6.05 No Action Unless Specifically Authorized. The Owner
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with
any part of the Owner Trust Estate except in accordance with (i) the powers
granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) the other Basic Documents to which the Trust or the Owner
Trustee is a party and (iii) any document or instruction delivered to the Owner
Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not
transfer, sell, pledge, assign or convey the 2003-A SUBI Certificate, except as
specifically required or permitted by the Basic Documents.

         SECTION 6.06 Restrictions. The Owner Trustee shall not take any action
(i) that is contrary to the purposes of the Trust set forth in Section 2.03 or
(ii) that, to the actual knowledge of the Owner Trustee, would (a) affect the
treatment of the Notes as debt for federal income tax purposes, (b) be deemed to
cause a taxable exchange of the Notes for federal income tax purposes or (c)
cause the Trust, the Transferor or the Titling Trust or any portion thereof to
be taxable as an association (or publicly traded partnership) taxable as a
corporation for federal or state income or franchise tax purposes. The Trust
Certificateholders and the Transferor shall not direct the Owner Trustee to take
action that would violate the provisions of this Section. The

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                                       20


Owner Trustee may not (i) initiate or settle any claim or lawsuit involving the
Trust (unless brought by the Servicer to collect amounts owed under a 2003-A
Lease), (ii) amend the Certificate of Trust (unless such amendment is required
to be filed under applicable law), (iii) amend this Agreement where Trust
Certificateholder consent is required, (iv) amend this Agreement where Trust
Certificateholder consent is not required if such amendment materially adversely
affects the Trust Certificateholders, (v) amend any Basic Document other than
this Agreement if such amendment materially adversely affects the Trust
Certificateholders, or (vi) appoint a successor Owner Trustee or successor
Indenture Trustee, unless (a) the Owner Trustee provides 30 days' written notice
thereof to the Trust Certificateholders and each Rating Agency and (b) Trust
Certificateholders holding at least 25% of the Certificate Balance (which for
this purpose shall include Trust Certificates held by the Trust, the Transferor,
the Servicer and their respective Affiliates) do not object in writing to any
such proposed amendment within 30 days of such notice. Notwithstanding anything
herein to the contrary, the Transferor, the Servicer and their respective
Affiliates may maintain normal commercial banking relationships with the Owner
Trustee and its Affiliates.

                                 ARTICLE SEVEN

                          CONCERNING THE OWNER TRUSTEE

         SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of the Basic Documents to which
the Trust or the Owner Trustee is a party. The Owner Trustee shall not be
answerable or accountable hereunder or under any other Basic Document under any
circumstances, except (i) for its own willful misconduct, bad faith or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.03 made by the Owner Trustee. In particular, but
not by way of limitation, and subject to the exceptions set forth in the
preceding sentence:

         (a)      the Owner Trustee shall not be liable for any error in
judgment of an officer of the Owner Trustee made in good faith, unless it is
proved that such officer was negligent in ascertaining the facts;

         (b)      the Owner Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in accordance with the instructions of
any Trust Certificateholder, the Transferor, the Indenture Trustee, the
Administrative Agent or the Servicer;

         (c)      no provision of this Agreement or any other Basic Document
shall require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any other Basic Document if the 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;

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                                       21


         (d)      under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes or the principal of the Trust
Certificates;

         (e)      the Owner Trustee shall not be responsible for or in respect
of the validity or sufficiency of this Agreement or for the due execution hereof
by the Transferor or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate or for or in respect of the validity
or sufficiency of the other Basic Documents, other than the execution of and the
certificate of authentication on the Trust Certificates, and the Owner Trustee
shall in no event be deemed to have assumed or incurred any liability, duty or
obligation to any Securityholder or any third party dealing with the Trust or
the Owner Trust Estate, other than as expressly provided for herein and in the
other Basic Documents;

         (f)      the Owner Trustee shall not be liable for the misfeasance,
malfeasance or nonfeasance of the Servicer, the Administrative Agent, the
Transferor, the Indenture Trustee or the Cap Provider under any of the Basic
Documents or otherwise, and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust or the Transferor under this
Agreement or the Basic Documents that are required to be performed by the
Servicer under the Servicing Agreement or the SUBI Trust Agreement, the
Administrative Agent under the Trust Administration Agreement, or the Indenture
Trustee under the Indenture or the Cap Provider under the Interest Rate Cap
Agreement; and

         (g)      the Owner Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation under this Agreement or otherwise or in relation to
this Agreement or any other Basic Document, at the request, order or direction
of any Trust Certificateholder unless such Trust Certificateholder have offered
to the Owner Trustee security or indemnity satisfactory to it against the
Expenses that may be incurred by the Owner Trustee therein or thereby; the right
of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any other Basic Document shall not be construed as a duty, and
the Owner Trustee shall not be answerable for other than its bad faith,
negligence or willful misconduct in the performance of any such act.

         SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish
to any Trust Certificateholder promptly upon receipt of a written request
therefor (at the expense of the Trust Certificateholder), duplicates or copies
of all reports, notices, requests, demands, certificates and any other
instruments furnished to the Owner Trustee under the Basic Documents.

         SECTION 7.03 Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Transferor and the Trust Certificateholders,
that:

         (a)      It is a banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. It has all
requisite power, right and authority to execute, deliver and perform its
obligations under this Agreement.

         (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

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                                       22


each other Basic Document to which it is a party will be executed and delivered
by one of its officers who is duly authorized to execute and deliver this
Agreement and each other Basic Document to which it is a party on its behalf.

         (c)      Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated hereby or
thereby nor compliance by it with any of the terms or provisions hereof will
contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment or
order binding on it, or constitute any default under its charter documents or
bylaws or any indenture, mortgage, contract, agreement or instrument to which it
is a party or by which any of its properties may be bound or result in the
creation or imposition of any Lien, charge or encumbrance on the Owner Trust
Estate resulting from actions by or claims against the Owner Trustee
individually that are unrelated to this Agreement or the other Basic Documents.

         (d)      This Agreement has been duly executed and delivered by it and
constitutes the legal, valid and binding agreement of it, enforceable against
the Owner Trustee in accordance with its terms, except as enforceability may be
limited by bankruptcy, liquidation, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in general and by general
principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law.

         (e)      It is authorized to exercise trust powers in the State of
Delaware as and to the extent contemplated herein or has appointed a Delaware
trustee that is so authorized and it has a principal place of business in the
state of Delaware or has appointed a Delaware trustee that has such a principal
place of business.

         SECTION 7.04 Reliance; Advice of Counsel.

         (a)      The Owner Trustee may rely upon, shall be protected in relying
upon and shall incur no liability to anyone in acting or refraining from acting
upon, any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a board resolution or documents of
any other governing body of any corporate party as conclusive evidence that such
board resolution or other document has been duly adopted by such body and that
the same is in full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president, any
vice president, the treasurer, any assistant treasurer or any other authorized
officers of the relevant party as to such fact or matter, and such certificate
shall constitute full protection to the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon.

         (b)      In the exercise or administration of the trusts hereunder and
in the performance of its duties and obligations under this Agreement and the
other Basic Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee shall not be liable for the conduct or misconduct of 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

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                                       23


Persons to be selected with reasonable care and employed by it. The Owner
Trustee shall not be liable for anything done, suffered or omitted in good faith
by it in accordance with the opinion or advice of any such counsel, accountants
or other such Persons and not, to the actual knowledge of the Owner Trustee,
contrary to this Agreement or any other Basic Document.

         SECTION 7.05 Not Acting in Individual Capacity. Except as provided in
this Article, in accepting the trusts hereby created, Wilmington Trust Company
acts solely as Owner Trustee hereunder and not in its individual capacity and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

         SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The
recitals contained herein and in the Trust Certificates (other than the
signature of the Owner Trustee and the certificate of authentication on the
Trust Certificates and its representations and warranties in Section 7.03) shall
be taken as the statements of the Transferor, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Basic Document or the Trust Certificates (other than the signature of the Owner
Trustee and the certificate of authentication on the Trust Certificates) or the
Notes or any offering document relating to either of them. The Owner Trustee
shall at no time have any responsibility or liability for or with respect to the
legality, validity or enforceability of any Basic Document to which the Owner
Trustee is to be a party (except for enforceability against the Owner Trustee),
or the perfection and priority of any security interest created by or under any
Basic Document, or the maintenance of any such perfection and priority, or for
or with respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to Trust Certificateholders under this
Agreement or the Noteholders under the Indenture, the validity of the transfer
of the 2003-A SUBI Certificate, or for the compliance by the Transferor, the
Administrative Agent or the Servicer with any warranty or representation made
under any Basic Document or for the accuracy of any such warranty or
representation or for any action of the Administrative Agent, the Servicer or
the Indenture Trustee taken in the name of the Owner Trustee; provided, however,
that the foregoing shall not relieve the Owner Trustee of its obligation to
perform its duties under this Agreement.

         SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Transferor, the
Servicer, the Administrative Agent, the Indenture Trustee and their respective
Affiliates, in banking transactions with the same rights as it would have if it
were not the Owner Trustee.

                                 ARTICLE EIGHT

                          COMPENSATION OF OWNER TRUSTEE

         SECTION 8.01 Owner Trustee's Compensation and Indemnification.

         (a)      The Owner Trustee, the Certificate Registrar and any Paying
Agent shall receive as compensation from the Administrative Agent for its
services hereunder such fees as have been

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separately agreed upon before the date hereof between the Transferor or the
Administrative Agent and the Owner Trustee, the Certificate Registrar or the
Paying Agent. The Transferor shall be liable as primary obligor for, and shall
indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and
their respective successors, assigns, agents, servants, officers and employees
(collectively, the "Indemnified Parties") from and against, any Expenses that
may at any time be imposed on, incurred by or asserted against the Owner Trustee
or any other Indemnified Party in any way relating to or arising out of the
Basic Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except that the
Transferor shall not be liable for or required to indemnify any Indemnified
Party from and against Expenses arising or resulting from any income taxes on
any fees payable to any Indemnified Party as described in Section 7.01 for any
willful misconduct, bad faith or negligence on the part of the Owner Trustee or
in the case of the inaccuracy of any representation or warranty of the Owner
Trustee made in Section 7.03. The indemnities contained in this Section shall
survive the resignation or termination of the Owner Trustee, the Certificate
Registrar or any Paying Agent or the termination of this Agreement. In any event
of any claim, action or proceeding for which indemnity will be sought pursuant
to this Section, the Indemnified Party's choice of legal counsel shall be
subject to the approval of the Transferor, which approval shall not be
unreasonably withheld. Neither the Transferor nor the Administrative Agent shall
make any claim upon the Owner Trust Estate for the payment of such Expenses.

         (b)      Notwithstanding the foregoing, the Owner Trustee shall not be
liable for (i) any error of judgment made by an officer of the Owner Trustee,
(ii) any action taken or omitted to be taken in accordance with the instructions
of any Trust Certificateholder, the Indenture Trustee, the Transferor, the
Administrative Agent or the Servicer, (iii) the interest on or principal of the
Securities or (iv) the default or misconduct of the Administrative Agent, the
Servicer, the Transferor or the Indenture Trustee.

                                  ARTICLE NINE

                         TERMINATION OF TRUST AGREEMENT

         SECTION 9.01 Termination of Trust Agreement.

         (a)      This Agreement (other than Article Eight) shall terminate and
the Trust shall dissolve and be wound up in accordance with Section 3808 of the
Statutory Trust Statute, upon the earliest of (i) the final distribution by the
Owner Trustee of all funds or other property or proceeds of the Owner Trust
Estate in accordance with the terms of the Indenture and this Agreement or (ii)
at the times provided in Section 9.03. The bankruptcy, liquidation, dissolution,
or termination, death or incapacity of any Trust Certificateholder, other than
the Transferor, as described in Section 9.03, shall not (i) operate to terminate
this Agreement or the Trust, (ii) entitle such Trust Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Owner Trust Estate nor (iii) otherwise affect the rights, obligations
and liabilities of the parties hereto.

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         (b)      Except as provided in Section 9.01(a), neither the Transferor
nor any other Trust Certificateholder shall be entitled to revoke or terminate
the Trust.

         (c)      Notice of any termination of this Agreement pursuant to
Section 9.01(a), specifying the Payment Date upon which the Trust
Certificateholders shall surrender their Trust Certificates to the Paying Agent
for final payment and cancellation, shall be given by the Owner Trustee by
letter to Trust Certificateholders mailed within five Business Days of receipt
of notice of such termination from the Administrative Agent, stating (i) the
Payment Date upon or with respect to which final payment of the Trust
Certificates shall be made upon presentation and surrender of the Trust
Certificates at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Payment Date is not applicable, payments being made only upon
presentation and surrender of the Trust Certificates at the office of the Paying
Agent therein specified. The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at
the time such notice is given to Trust Certificateholders and the Transferor.
Upon presentation and surrender of the Trust Certificates, the Paying Agent
shall cause to be distributed to Trust Certificateholders amounts distributable
on such Payment Date pursuant to Section 5.02. The Owner Trustee shall promptly
notify each Rating Agency upon the final payment of the Trust Certificates.

         (d)      If one or more of the Trust Certificateholders shall not
surrender their Trust Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Owner Trustee shall
give a second written notice to the remaining Trust Certificateholders to
surrender their Trust Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice,
all of the Trust Certificates shall not have been surrendered for cancellation,
the Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Trust Certificateholders concerning
surrender of their Trust Certificates, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to this Agreement. Any
funds remaining in the Trust after exhaustion of such remedies shall be
distributed by the Owner Trustee to the Administrative Agent.

         (e)      Upon the winding up of the Trust and its termination, the
Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with
Section 3810 of the Statutory Trust Statute.

         SECTION 9.02 [Reserved].

         SECTION 9.03 Purchase of the 2003-A SUBI Certificate; Repayment of the
Trust Certificates.

         (a)      The Servicer shall be permitted at its option to purchase, or
cause to be purchased, the 2003-A SUBI Certificate from the Trust on any Payment
Date if, either before or after giving effect to any payment of principal
required to be made on such Payment Date, (i) the Securities Balance is less
than or equal to 10% of the Initial Securities Balance or (ii) the Outstanding
Amount of the Notes is reduced to zero and 100% of the outstanding Trust
Certificates are owned by the Trust, the Transferor, the Servicer (so long as
NMAC or an Affiliate is the

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Servicer) and their respective Affiliates (the exercise of such option is
referred to as an "Optional Purchase"). The purchase price (the "Optional
Purchase Price") shall equal the aggregate Securitization Value of the 2003-A
SUBI Assets plus the appraised value of any other property (other than cash, in
which case such value shall be the amount of such funds held in cash) held as
part of the Trust (less Liquidation Expenses) and shall be deposited by the
Servicer into the SUBI Collection Account on the Deposit Date related to such
Payment Date. The Servicer shall not exercise the Optional Purchase if the
Optional Purchase Price does not exceed the sum of (i) the Redemption Price,
(ii) unpaid portions of any outstanding Sales Proceeds Advances and Monthly
Payment Advances, (iii) the Servicing Fee in respect of the related Collection
Period, together with any unpaid Servicing Fees in respect of one or more prior
Collection Periods, and (iv) the Certificate Balance. If the Servicer exercises
the Optional Purchase, the Notes shall be redeemed and the Trust Certificates
shall be repaid, in each case in whole but not in part on the related Payment
Date. The Servicer, at its option, may pay all or a portion of the Optional
Purchase Price by issuing a demand note in favor of the Trust, the terms of
which, on the whole, shall be commercially reasonable and substantially similar
to terms that would prevail in an arms-length negotiation between unaffiliated
parties; provided, however, that (x) the Servicer shall pay in cash the portion
of the Optional Purchase Price that is equal to or greater than the sum of the
amounts specified in clauses (i) through (iii) of the second preceding sentence
and (y) the Servicer may issue a demand note to a Trust Certificateholder
pursuant to this Section 9.03 only if such Certificateholder consents to the
receipt of such demand note.

         (b)      In connection with an Optional Purchase, the Trust
Certificates shall be due and payable on the related Payment Date, upon
furnishing of a notice complying with Section 9.03(c) to each Trust
Certificateholder. The Administrative Agent or the Owner Trustee shall furnish
each Rating Agency notice of such repayment or redemption.

         (c)      Notice of repayment or redemption under Section 9.03(b) shall
be given (i) by the Administrative Agent to the Owner Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed at least 20 days prior
to the related Payment Date and (ii) by the Owner Trustee to each Trust
Certificateholder by facsimile or by first-class mail, postage prepaid,
transmitted or mailed at least 15 days (but no more than 30 days) prior to the
related Payment Date, at such Trust Certificateholder's or the Transferor's
address appearing in the Certificate Register.

         All notices of repayment shall state:

                           (i)      the related Payment Date for the repayment;

                           (ii)     [reserved];

                           (iii)    the place where the Trust Certificates to be
         repaid are to be surrendered for payment of the Repayment Price (which
         shall be the office or agency of the Owner Trustee to be maintained as
         provided in Section 3.08); and

                           (iv)     that on the related Payment Date, the
         Repayment Price will become due and payable upon each such Trust
         Certificate.

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         Notice of repayment of the Trust Certificates shall be given by the
Owner Trustee in the name and at the expense of the Trust. Failure to give
notice of repayment or any defect therein, to any Trust Certificateholder shall
not impair or affect the validity of the repayment of any Trust Certificate.

         (d)      The Trust Certificates to be repaid shall, following notice of
repayment as required by Section 9.03(c) on the related Payment Date, become due
and payable at the Repayment Price.

                                  ARTICLE TEN

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner
Trustee shall (i) be a corporation satisfying the provisions of Section 3807(a)
of the Statutory Trust Statute; (ii) at all times be able and authorized to
exercise corporate trust powers; (iii) have a long-term debt rating of "A" or
higher by Moody's, Standard and Poor's and Fitch (if rated by Fitch), or be
otherwise acceptable to each Rating Agency; (iv) have combined capital and
surplus of at least $50,000,000; and (v) be subject to supervision or
examination by federal or state authorities. If the Owner Trustee shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of the Owner Trustee shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.02.

         SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrative Agent, the Servicer, each
Rating Agency, the Transferor, the Indenture Trustee and the Trust
Certificateholders. If, for any reason, Wilmington Trust Company or any of its
Affiliates should assume the duties of the Indenture Trustee, then from that
time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall
resign as Owner Trustee hereunder if any Event of Default under the Indenture
occurs and is necessary to eliminate any conflict of interest under the TIA with
the Indenture Trustee or any other trustee under the Indenture. Upon receiving
such notice of resignation, the Transferor shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee. If no successor Owner Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrative Agent, the Transferor or Trust
Certificateholders holding not less than a Majority Interest of the Trust
Certificates (which, for this purpose, includes Trust Certificates owned by

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the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the
Servicer) or any of their respective Affiliates), or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Transferor or such Trust
Certificateholders may remove the Owner Trustee. If the Owner Trustee shall be
removed pursuant to the preceding sentence, the Transferor shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. Any appointment of a successor Owner Trustee is
subject to satisfaction of the Rating Agency Condition.

         SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrative Agent and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee shall become effective and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses, deliver to the successor Owner Trustee all documents and statements
and monies held by it under this Agreement; and the Transferor, the
Administrative Agent and the predecessor Owner Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for
fully and certainly vesting and confirming in the successor Owner Trustee all
such rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Transferor shall mail notice of the successor of such Owner
Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating
Agency. If the Transferor shall fail to mail such notice within ten days after
acceptance of appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the Transferor.

         SECTION 10.04 Merger or Consolidation of Owner Trustee. Any Person (i)
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, (ii) resulting from any merger, conversion or consolidation to
which the Owner Trustee shall be a party or (iii) succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall be
the successor of the Owner Trustee hereunder, without the execution or filing of

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any instrument or any further act on the part of any of the parties hereto,
provided, that such Person shall be eligible pursuant to Section 10.01 anything
herein to the contrary notwithstanding. The Owner Trustee shall mail notice of
such merger, conversion, or consolidation to each Rating Agency, the Indenture
Trustee and the Trust Certificateholders.

         SECTION 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provision of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate may at the time be located, the Transferor and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons to act as co-trustee, jointly
with the Owner Trustee, or separate trustee or separate trustees, of all or any
part of the Owner Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Transferor and the Owner Trustee may consider necessary or desirable. If
the Transferor shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a trustee
pursuant to Section 10.01 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.03.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

         (a)      all rights, powers, duties and obligations conferred or
imposed upon the Owner Trustee shall be conferred upon and exercised or
performed by the Owner Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Owner Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed, the Owner Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the direction of the Owner
Trustee;

         (b)      no trustee under this Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Agreement; and

         (c)      the Transferor and the Owner Trustee acting jointly may at any
time accept the resignation of or remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording

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protection to the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrative Agent, the Servicer
and the Transferor.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                 ARTICLE ELEVEN

                                   TAX MATTERS

         SECTION 11.01 Tax and Accounting Characterization.

         (a)      It is the intent of the parties hereto that the Trust not
constitute a separate entity for federal income tax and state income and
franchise tax purposes. It is the intent of the Transferor and the Trust
Certificateholders that the Notes be treated as indebtedness secured by the
2003-A Vehicles and the payments on the 2003-A Leases for federal income tax and
state income and franchise tax purposes. If, however, the Trust is
re-characterized as a separate entity for federal income tax purposes, it is the
intention of the parties that it qualify as a partnership, with the assets of
the partnership being the Owner Trust Estate. The parties agree that, unless
otherwise required by appropriate tax authorities, the Trust shall not file or
cause to be filed annual returns, reports or other forms and will treat the
Trust in a manner consistent with the characterization that the Trust is not a
separate entity for tax purposes.

         The Transferor and the Trust Certificateholder, by acceptance of a
Trust Certificate, agree to take no action inconsistent with the foregoing
intention.

         (b)      It is the intent of the Transferor to treat the Trust
Certificates as equity interests in the Trust for financial accounting purposes.

         SECTION 11.02 Signature on Returns; Tax Matters Partner.

         (a)      If the Trust shall be required to file federal or other income
tax returns as a partnership, such returns shall be signed by an authorized
signatory for the Transferor or such other Person as shall be required by law to
sign such returns of the Trust.

         (b)      By acceptance of its beneficial interest in a Trust
Certificate, each Trust Certificateholder agrees that in the event that the
Trust is classified as a partnership for federal income tax purposes, the
Transferor shall be the "tax matters partner" of the Trust pursuant to the Code.

         SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate
tax authorities, the Trust shall not file or cause to be filed annual or other
income or franchise tax returns and shall not be required to obtain any taxpayer
identification number.

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                                 ARTICLE TWELVE

                                  MISCELLANEOUS

         SECTION 12.01 Supplements and Amendments.

         (a)      This Agreement may be amended by the Transferor and the Owner
Trustee without the consent of any of the Securityholders to cure any ambiguity,
correct or supplement any provision herein that may be inconsistent with any
other provision herein, add any other provisions with respect to matters or
questions arising under this Agreement that are not inconsistent with the
provisions of this Agreement or add or amend any provision herein in connection
with permitting transfers of the Trust Certificates; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, materially
adversely affect the interests of any Holder of a 2003-A SUBI Certificate
(which, so long as any Notes are outstanding, shall include the Indenture
Trustee) or any Securityholder.

         (b)      This Agreement may also be amended from time to time by the
Transferor and the Owner Trustee, with prior written notice to the Rating
Agencies and subject to the satisfaction of the Rating Agency Condition, with
the consent of the Noteholders holding a Majority Interest of the Notes, voting
as a single class, and to the extent affected thereby, the consent of Trust
Certificateholders holding not less than a Majority Interest of the Trust
Certificates (which for this purpose shall include Trust Certificates owned by
the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is the
Servicer) and their respective Affiliates), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Trust Certificateholders. No such amendment shall, however, (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
distributions that are required to be made on the Notes or the Trust
Certificates or (ii) reduce the percentage of the Certificate Balance or the
Outstanding Amount required to consent to any such amendment, without the
consent of the holders of 100% of all outstanding Trust Certificates (including
Trust Certificates owned by the Trust, the Transferor, the Servicer (as long as
NMAC or an Affiliate is the Servicer) and their respective Affiliates), and
provided, further that an Opinion of Counsel shall be furnished to the Indenture
Trustee and the Owner Trustee to the effect that such amendment shall not (A)
affect the treatment of the Notes as debt for federal income tax purposes, (B)
be deemed to cause a taxable exchange of the Notes for federal income tax
purposes or (C) cause the Trust or the 2003-A SUBI Certificate to be classified
as an association (or a publicly traded partnership) taxable as a corporation
for federal income tax purposes. This Agreement may also be amended or
supplemented from time to time, at the request of the holders of no less than 66
2/3% of all outstanding Trust Certificates (including Trust Certificates owned
by the Trust, the Transferor, the Servicer (as long as NMAC or an Affiliate is
the Servicer) and their respective Affiliates), to approve any trust purpose
with respect to the Trust in addition to the purpose authorized pursuant to
Section 2.03(b), upon not less that 90 days notice to each Rating Agency and
each Noteholder and subject to each of (1) the prior written notice to each
Rating Agency of such action, and (2) the consent of the holders of at least 66
2/3% of all outstanding Notes (including such Notes, if any, owned by the Trust,
the Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer)
and their respective Affiliates), and provided, further that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the
effect that such amendment

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or supplement shall not affect the treatment of any outstanding Notes for
federal income tax purposes, or cause the Trust or the 2003-A SUBI Certificate
to be classified as an association (or a publicly traded partnership) taxable as
a corporation for federal income tax purposes.

         It shall not be necessary for the consent of Trust Certificateholders,
the Noteholders or the Indenture Trustee pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent shall approve the substance thereof. The manner of obtaining
such consents (and any other consents of Trust Certificateholders provided for
in this Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Trust Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.

         (c)      Notwithstanding Section 12.01(b), this Agreement may be
amended at any time by the parties hereto to the extent reasonably necessary to
assure that none of the Titling Trust, the Trust or the Transferor will be
classified as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes.

         (d)      Prior to the execution of any amendment to this Agreement or
any other Basic Document, the Owner Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and the other Basic Documents and that
all conditions precedent herein and in the other Basic Documents to the
execution and delivery of such amendment have been satisfied. The Owner Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Owner Trustee's own rights, duties or immunities under this Agreement or
otherwise. (e) The Owner Trustee shall give the Trust Certificateholders 30
days' written notice of any proposed amendment or supplement hereto, unless the
Owner Trustee is furnished an Opinion of Counsel to the effect that such
amendment or supplement does not materially adversely affect the Trust
Certificateholders or if Noteholders consent is required and this Agreement
provides that the Owner Trustee shall not enter into such amendment unless a
majority of the Certificate Balance of Trust Certificateholders consent in
writing.

         SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust
Certificateholders shall have legal title to any part of the Owner Trust Estate.
The Trust Certificateholders shall be entitled to receive distributions with
respect to their Trust Certificates only in accordance with Articles Five and
Nine. No transfer, by operation of law or otherwise, of any right, title or
interest of the Trust Certificateholders to and in their ownership interest in
the Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

         SECTION 12.03 Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Transferor, the
Trust Certificateholders, the Administrative Agent, the Servicer and the
Indenture Trustee and the Noteholders, and nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

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         SECTION 12.04 Notices. All demands, notices and communications
hereunder shall be in writing and shall be delivered or mailed by registered or
certified first-class United States mail, postage prepaid, hand delivery,
prepaid courier service, or by telecopier, and addressed in each case as
follows: (i) if to the Owner Trustee, at Wilmington Trust Company, Rodney Square
North, 1100 N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302)
651-8882), Attention: Corporate Trust Administration; (ii) if to the Transferor,
at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310)
719-8509), Attention: Secretary; (iii) if to Moody's, at Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS
Monitoring Group (telecopier no. (212) 553-7820); (iv) if to Standard & Poor's,
to Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030),
Attention: Asset Backed Monitoring Group; (v) if to Fitch, at Fitch, Inc., One
State Street Plaza, New York, New York 10004 (telecopier no.(212) 480-4438),
Attention: Romaana Zia; or (vi) at such other address as shall be designated by
any of the foregoing in a written notice to the other parties hereto. Delivery
shall occur only upon receipt or reported tender of such communication by an
officer of the recipient entitled to receive such notices located at the address
of such recipient for notices hereunder.

         Any notice required or permitted to be given to a Trust
Certificateholder shall be given by first-class mail, confirmed, facsimile or
overnight courier, postage prepaid, at the address of such Trust
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not such Trust Certificateholder receives such
notice.

         SECTION 12.05 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         SECTION 12.06 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         SECTION 12.07 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Transferor, the Owner Trustee, and each Trust Certificateholder and their
respective successors and permitted assigns, all to the extent as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Trust Certificateholder shall bind the successors and assigns of the
Transferor or such Trust Certificateholder.

         SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the
Transferor, and each Trust Certificateholder by accepting a Trust Certificate,
covenant that they will not institute, or join in instituting, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding, or other
Proceeding under federal or State bankruptcy or similar laws, against NMAC, the
Transferor, the Titling Trust, the UTI Beneficiary or the Trust, for a period of
one year and a day after:

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                       34


         (a)      payment in full of all amounts due to each Holder in respect
of the UTI, the SUBI or any Other SUBI, against any UTI Beneficiary (or any
general partner of a UTI Beneficiary which is a partnership, the Titling Trust
and the Titling Trustee, without the consent of 100% of the Holders of the
2003-A SUBI and each Other SUBI (excluding the UTI Beneficiary, the Transferor
or any of their respective Affiliates); and

         (b)      payment in full of the Notes; provided, however, that 100% of
the Noteholders, or, if no Notes are then outstanding, 100% of the Trust
Certificateholders (in each case excluding the Transferor and any of its
Affiliates) may at any time institute or join in instituting any bankruptcy,
reorganization, insolvency or liquidation proceeding against the Transferor or
the Trust.

         SECTION 12.09 No Recourse. Each Trust Certificate entitles the holder
thereof to the respective rights and benefits set forth in this Agreement and in
the Trust Certificates. The Trust Certificates do not represent interests in or
obligations of the Servicer, the Transferor, the Owner Trustee, any Paying
Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be had
against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Trust Certificates or the other Basic
Documents.

         SECTION 12.10 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION 12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 12.12 Trust Certificates Nonassessable and Fully Paid. Trust
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Trust Certificates shall be nonassessable for
any losses or expenses of the Trust or for any reason whatsoever, and, upon
authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust
Certificates shall be deemed fully paid.

         SECTION 12.13 Furnishing of Basic Documents. The Transferor shall
furnish to any Trust Certificateholder promptly upon receipt of a written
request by such Trust Certificateholder (at the expense of the requesting Trust
Certificateholder) therefor, duplicates or copies of all Basic Documents.

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                       35


         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Trust Agreement to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.

                                    NISSAN AUTO LEASING LLC II, as Transferor

                                    By: /s/ Joji Tagawa
                                        ----------------------------------------
                                        Name:  Joji Tagawa
                                        Title: Treasurer

                                    WILMINGTON TRUST COMPANY, as Owner
                                    Trustee

                                    By: /s/ Anita E. Dallago
                                        ----------------------------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      S-1


                                                                       EXHIBIT A

                            FORM OF TRUST CERTIFICATE

                                TRUST CERTIFICATE

                       SEE REVERSE FOR CERTAIN DEFINITIONS

         THIS CERTIFICATE IS NON-TRANSFERABLE.

         THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST
CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN
EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE
OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR
OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT
SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY
NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN" AS
DEFINED IN SECTION 4975(e)(1) THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, or any entity whose underlying assets inCLUDE
"PLAN ASSETS" BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH
A "BENEFIT PLAN"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST
THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS
ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON
BENEFIT PLAN ASSETS.

         THE PRINCIPAL OF THIS TRUST CERTIFICATE IS DISTRIBUTABLE AS SET FORTH
IN THE TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
TRUST CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-1


         THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE TRANSFEROR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATIVE AGENT, NMAC,
NALL II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND
WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-2


                         NISSAN AUTO LEASE TRUST 2003-A

                            ASSET BACKED CERTIFICATE

         evidencing a beneficial interest in the Trust, as defined below, the
         property of which includes, among other things, the 2003-A SUBI
         Certificate, evidencing a 100% beneficial interest in the 2003-A SUBI.
         The property of the Trust has been pledged to the Indenture Trustee
         pursuant to the Indenture to secure the payment of the Notes issued
         thereunder.

         This Trust Certificate does not represent an interest in or obligation
of the Transferor, Nissan Motor Acceptance Corporation, the Owner Trustee or any
of their respective Affiliates, except to the extent described below.

NUMBER                                                           $_____________
R-_____

         This certifies that _________________ is the registered owner of a
_______________ dollars nonassessable, fully-paid, beneficial ownership interest
in the Nissan Auto Lease Trust 2003-A (the "Trust") formed by Nissan Auto
Leasing LLC II, a Delaware limited liability company (the "Transferor").

         The Trust was created pursuant to a trust agreement, as amended and
restated as of October 29, 2003 (the "Trust Agreement"), between the Transferor
and Wilmington Trust Company, as trustee (the "Owner Trustee"), a summary of
certain of the pertinent provisions of which is set forth below. Capitalized
terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Agreement of Definitions.

         This Trust Certificate is one of the duly authorized Trust Certificates
designated as "Asset Backed Certificates" (the "Trust Certificates"). Also
issued under an indenture, dated as of October 29, 2003 (the "Indenture"),
between the Trust and U.S. Bank National Association, as trustee (the "Indenture
Trustee"), are the 1.16563% Asset Backed Notes, Class A-1, the 1.69000% Asset
Backed Notes, Class A-2, the Floating Rate Asset Backed Notes, Class A-3a and
the 2.57000% Asset Backed Notes, Class A-3b. This Trust Certificate is issued
under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Trust Certificate by
virtue of the acceptance hereof assents and by which such Trust
Certificateholder is bound. The property of the Trust primarily includes, among
other things, (i) the 2003-A SUBI Certificate, evidencing a 100% beneficial
interest in the 2003-A SUBI, and (ii) all proceeds of the foregoing. The rights
of the Trust in the foregoing property have been pledged by the Trust to the
Indenture Trustee to secure the payment of the Notes.

         The Trust Certificates represent obligations of the Trust only and do
not represent interests in, recourse to or obligations of the Transferor, the
UTI Beneficiary or any of their respective Affiliates.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-3


         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 November 17, 2003 (each, a "Payment Date"), to the Person in whose
name this Trust Certificate is registered at the close of business on the day
preceding each Payment Date (each, a "Record Date") such Trust
Certificateholder's percentage interest in the amount to be distributed with
respect to the Trust Certificates on such Payment Date.

         The holder of this Trust Certificate acknowledges and agrees that its
rights to receive payments in respect of this Trust Certificate are subordinated
to the rights of the Noteholders as described in the Indenture.

         It is the intent of the Transferor and Trust Certificateholder that the
Trust not constitute a separate entity for federal income and state income and
franchise tax purposes, and that the Notes be treated as indebtedness for such
purposes. If, however, the Trust is re-characterized as a separate entity for
federal income tax purposes, it is the intention of the parties to the Trust
Agreement that it qualify as a partnership for such purposes. The Transferor and
the other Trust Certificateholders, by acceptance of a Trust Certificate, agree
to take no action inconsistent with the foregoing intention.

         Each Trust Certificateholder by accepting a Trust Certificate,
covenants and agrees that they will not institute, or join in instituting, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding,
or other Proceeding under federal or State bankruptcy or similar laws, against
NMAC, the Transferor or the Trust, for a period of one year and a day after:

         (a)      payment in full of all amounts due to each Holder in respect
of the UTI, the SUBI or any Other SUBI, against the UTI Beneficiary, the Titling
Trust and the Titling Trustee, without the consent of 100% of the Holders of the
2003-A SUBI and each Other SUBI (excluding the UTI Beneficiary, the Transferor
or any of their respective Affiliates); and

         (b)      payment in full of the Notes, against the Transferor or the
Trust; provided, however, that 100% of the Noteholders, or, if no Notes are then
outstanding, 100% of the Trust Certificateholders (in each case excluding the
Transferor and any of its Affiliates) may at any time institute or join in
instituting any bankruptcy, reorganization, insolvency or liquidation proceeding
against the Transferor or the Trust.

         Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee by check mailed to the Trust
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Trust Certificate or the making of any notation hereon.
Except as otherwise provided in the Trust Agreement and notwithstanding the
above, the final payment on this Trust Certificate will be made after due notice
by the Owner Trustee of the pendency of such payment and only upon presentation
and surrender of this Trust Certificate at the office or agency maintained for
the purpose by the Owner Trustee in The Borough of Manhattan in the The City of
New York.

         Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-4


         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.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-5


         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Trust Certificate to be duly
executed.

Dated:  ________________________         NISSAN AUTO LEASE TRUST 2003-A

                                         By: WILMINGTON TRUST COMPANY,
                                              as Owner Trustee

                                         By: ___________________________________
                                             Name:
                                             Title:

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Trust Certificates referred to in the
within-mentioned Trust Agreement.

WILMINGTON TRUST COMPANY,           or   WILMINGTON TRUST COMPANY,
         as Owner Trustee                  as Owner Trustee
                                         By: _____________________,
                                             Authenticating Agent
By:_____________________________

                                         By: ___________________________________

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-6


                         [Reverse of Trust Certificate]

         The Trust Certificates do not represent an obligation of or an interest
in the Transferor, the Servicer, the Owner Trustee or any of their respective
Affiliates, and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated herein or in the Trust
Agreement or the other Basic Documents. In addition, this Trust Certificate is
not guaranteed by any governmental agency or instrumentality and is limited in
right of payment to certain collections and recoveries and certain other amounts
respecting the assets of the Trust, all as more specifically set forth in the
Indenture. The Transferor will furnish, upon the request of any holder of a
Trust Certificate, such information as is specified in paragraph (d)(4) of Rule
144A of the Securities Act of 1933, as amended, with respect to the Trust.

         The Trust Agreement may be amended by the Transferor and the Owner
Trustee without the consent of any of the Securityholders to cure any ambiguity,
correct or supplement any provision therein that may be inconsistent with any
other provision therein, add any other provisions with respect to matters or
questions arising under the Trust Agreement that are not inconsistent with the
provisions of the Trust Agreement or add or amend any provision therein in
connection with permitting transfers of the Trust Certificates; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
materially adversely affect the interests of any Holder of a 2003-A SUBI
Certificate (which, so long as any Notes are outstanding, shall include the
Indenture Trustee) or any Securityholder.

         The Trust Agreement may also be amended from time to time by the
Transferor and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of the Noteholders holding a Majority Interest of the
Notes, voting as a single class, and, to the extent affected thereby, the
consent of Trust Certificateholders holding not less than a Majority Interest of
the Trust Certificates, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Trust Agreement or of
modifying in any manner the rights of the Noteholders or the Trust
Certificateholders. No such amendment shall, however, (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, distributions
that are required to be made on the Notes or the Trust Certificates or (ii)
reduce the percentage of the Certificate Balance or the Outstanding Amount
required to consent to any such amendment, without the consent of the holders of
100% of all outstanding Trust Certificates (including Trust Certificates owned
by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is
the Servicer) and their respective Affiliates), and provided, further that an
Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner
Trustee to the effect that such amendment shall not (A) affect the treatment of
the Notes as debt for federal income tax purposes, (B) be deemed to cause a
taxable exchange of the Notes for federal income tax purposes or (C) cause the
Trust or the 2003-A SUBI Certificates to be classified as an association (or a
publicly traded partnership) taxable as a corporation for federal and state
income and franchise tax purposes.

         Notwithstanding the foregoing, the Trust Agreement may be amended at
any time by the parties hereto to the extent reasonably necessary to assure that
none of the Titling Trust, the Trust or the Transferor will be classified as an
association (or a publicly traded partnership) taxable as a corporation for
federal income tax purposes.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-7


         As provided in the Trust Agreement, if and to the extent transfers are
permitted and if the Transferor delivers an Opinion of Counsel that the Trust
Certificates are transferable in accordance with the terms set forth therein,
which opinion the Transferor has not determined can be given under the Internal
Revenue Code and existing and proposed regulations thereunder, the transfer of
this Trust Certificate is registerable in the Certificate Register upon
surrender of this Trust Certificate for registration of transfer at the offices
or agencies of the Certificate Registrar maintained by the Owner Trustee in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Trust Certificateholder hereof or such Trust
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Trust Certificates of the same class and in authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is Wilmington Trust Company.

         The Trust Certificates are issuable only as registered Trust
Certificates without coupons in minimum denominations of $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 and any agent of the Owner
Trustee or the Certificate Registrar may treat the Person in whose name this
Trust Certificate is registered as the owner hereof for all purposes, and none
of the Owner Trustee, the Certificate Registrar or any such agent shall be
affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the trust created thereby shall terminate upon the payment to Trust
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Indenture and the disposition of all property held as
part of the Owner Trust Estate.

         Any prospective transferee of a Trust Certificate will be required to
deliver a letter to the Transferor and the Certificate Registrar substantially
in the form of Exhibit C to the Trust Agreement, which letter includes a
representation that such prospective transferee is not a "Benefit Plan Investor"
(as defined in Department of Labor Regulation 2510.3-101(f)(2)). The Trust
Certificates may not be transferred, sold, pledged or otherwise disposed to or
for the account of a Benefit Plan Investor.

         The Trust Certificates may not be acquired by a Benefit Plan. By
accepting and holding this Trust Certificate, the holder hereof shall be deemed
to have represented and warranted that it is not a Benefit Plan and is not
acquiring this Trust Certificate or an interest therein for the account of a
Benefit Plan.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-8


                                   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.

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                      A-9


                                                                       EXHIBIT B

                          FORM OF RULE 144A CERTIFICATE

                                                              ____________, ____

Nissan Auto Leasing LLC II
990 West 190(th) Street
Torrance, California 90502

Wilmington Trust Company,
  as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Wilmington Trust Company,
  as Certificate Registrar
520 Madison Avenue
33(rd) Floor
New York, New York  10019

Ladies and Gentlemen:

         This is to notify you as to the transfer of $____________ initial
principal balance of Asset Backed Certificates (the "Trust Certificates") of
Nissan Auto Lease Trust 2003-A (the "Trust").

         The undersigned is the holder of the Trust Certificates and with this
notice hereby deposits with Wilmington Trust Company (the "Owner Trustee")
$____________ initial principal balance of Trust Certificates and requests that
Trust Certificates in the same initial principal balance be issued, executed and
authenticated and registered to the purchaser on ____________, 200__, as
specified in the trust agreement dated May 13, 2003, as amended and restated by
the Amended and Restated Trust Agreement dated October 29, 2003 among Wilmington
Trust Company and Nissan Auto Leasing LLC II, as follows:

                  Name:                       Denominations:

                  Address:

                  Taxpayer I.D. No:

         The undersigned represents and warrants that the undersigned (a)
reasonably believes the purchaser is a "qualified institutional buyer," as
defined in Rule 144A under the Securities Act of 1933, as amended (the "Act"),
(b) such purchaser has acquired the Trust Certificates in a transaction effected
in accordance with the exemption from the registration requirements of the Act
provided by Rule 144A and (c) if the purchaser has purchased the Trust
Certificates for one or more accounts for which it is acting as fiduciary or
agent, (i) each such account is a qualified

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                       B-1


institutional buyer and (ii) the purchaser is acquiring Trust Certificates for
its own account or for one or more institutional accounts for which it is acting
as fiduciary or agent in a minimum amount equivalent to not less than $250,000
for each such account.

                                    Very truly yours,

                                    ____________________________________________

                                    By: ________________________________________
                                        Name:
                                        Title:

                                                                    (NALT 2003-A
                                           Amended and Restated Trust Agreement)

                                       B-2


                                                                       EXHIBIT C

                            FORM OF INVESTMENT LETTER

                          QUALIFIED INSTITUTIONAL BUYER

                                                          ______________, ______

U.S. Bank National Association,
  as Indenture Trustee
400 North Michigan Avenue, 2(nd) Floor
Chicago, Illinois 60601

Wilmington Trust Company,
  as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Nissan Auto Leasing LLC II
990 West 190th Street
Torrance, California 90502

Ladies and Gentlemen:

         In connection with our proposed purchase of $__________________
aggregate principal amount of Certificates (the "Certificates") representing an
undivided interest in the Nissan Auto Lease Trust 2003-A (the "Trust"), the
investor on whose behalf the undersigned is executing this letter (the
"Purchaser") confirms that:

         1.                Reference is made to the Prospectus, dated October
21, 2003 (the "Prospectus"), relating to the Certificates. Capitalized terms
used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Prospectus. The Purchaser has received a copy of the Prospectus
and such other information as the Purchaser deems necessary in order to make its
investment decision and the Purchaser has been provided the opportunity to ask
questions of, and receive answers from, the Servicer and Nissan Auto Leasing LLC
II, as the Transferor, concerning the Servicer, the UTI Beneficiary and the
Transferor and the terms and conditions of the offering described in the
Prospectus. The Purchaser has received and understands the above, and
understands that substantial risks are involved in an investment in the
Certificates. The Purchaser represents that in making its investment decision to
acquire the Certificates, the Purchaser has not relied on representations,
warranties, opinions, projections, financial or other information or analysis,
if any, supplied to it by any person, including you, the Servicer, the
Transferor or the Owner Trustee or any of your or their affiliates, except as
expressly contained in the Prospectus and in the other written information, if
any, discussed above. The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Certificates, and the Purchaser is able to bear
the substantial economic risks of such an investment. The Purchaser

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                      C-1


has relied upon its own tax, legal and financial advisors in connection with its
decision to purchase the Certificates.

         2.                The Purchaser is (A) a "Qualified Institutional
Buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "1933 Act")) and has delivered to you a certificate substantially in the
form attached hereto as Annex 1 or Annex 2, as applicable and (B) acquiring the
Certificates for its own account or for the account of an investor of the type
described in clause (A) above as to each of which the Purchaser exercises sole
investment discretion. The Purchaser is purchasing the Certificates for
investment purposes and not with a view to, or for, the offer or sale in
connection with, a public distribution or in any other manner that would violate
the 1933 Act or the securities or "Blue Sky" laws of any state.

         3.                The Purchaser understands that the Certificates have
not been and will not be registered under the 1933 Act or under the securities
or blue sky laws of any state, and that (i) if it decides to resell, pledge or
otherwise transfer any Certificate, such Certificate may be resold, pledged or
transferred without registration only to an entity that has delivered to the
Transferor and the Owner Trustee a certification that it is a Qualified
Institutional Buyer that purchases (1) for its own account or (2) for the
account of such a Qualified Institutional Buyer, that is, in either case, aware
that the resale, pledge or transfer is being made in reliance on said Rule 144A
and (ii) it will, and each subsequent holder will be required to, notify any
purchaser of any Certificate from it of the resale restrictions referred to in
clause (i) above.

         4.                The Purchaser understands that each of Certificate
will bear a legend to the following effect, unless otherwise agreed by the
Transferor and the Owner Trustee:

                  "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE
                  HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
                  THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
                  ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A
                  UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL
                  INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
                  ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
                  THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
                  MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE
                  TRANSFEROR AND THE OWNER TRUSTEE OF A LETTER SUBSTANTIALLY IN
                  THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY
                  THE OWNER TRUSTEE AND THE

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                      C-2


                  TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER
                  TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE
                  OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                  APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
                  APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES
                  LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
                  APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE
                  PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT
                  PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
                  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR ANY PLAN
                  THAT IS SUBJECT TO TITLE I OF ERISA OR ANY "PLAN" AS DEFINED
                  IN SECTION 4975(e)(1) THAT IS SUBJECT TO SECTION 4975 OF THE
                  INTERNAL REVENUE CODE OF 1986, AS AMENDED, or any entity whose
                  underlying assets inCLUDE "PLAN ASSETS" BY REASON OF A PLAN'S
                  INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN").
                  BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST
                  THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND
                  WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH
                  THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS."

         5.                If the Purchaser is acquiring any Certificate as a
fiduciary or agent for one or more investor accounts, it has sole investment
discretion with respect to each such account and that it has full power to make
the acknowledgements, representations and agreements contained herein on behalf
of such account.

         6.                The Purchaser is not (a) an "employee benefit plan"
(as defined in Section 3(3) of ERISA) that is subject to the provisions of Title
I of ERISA, (b) a "plan" (as defined in Section 4975(e)(1) of the Code) that is
subject to Section 4975 of the Code or otherwise (c) any entity whose underlying
assets include plan assets by reason of a plan's investment in such entity or
otherwise (each, a "Benefit Plan").

         7.                The Purchaser has neither acquired nor will it
transfer any Certificate it purchases (or any interest therein) or cause any
such Certificates (or any interest therein) to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of the
Code, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.

         8.                The Purchaser either (A) is not, and will not become,
a partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes or (B) is such an entity, but none of the direct or indirect
beneficial owners of any of the interests in such

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                                            Amended and Restated Trust Agreement

                                      C-3


transferee have allowed or caused, or will allow or cause, 50% or more (or such
other percentage as the Transferor may establish prior to the time of such
proposed transfer) of the value of such interests to be attributable to such
transferee's ownership of Certificates.

         9.                The Purchaser understands that no subsequent transfer
of the Certificates is permitted unless (A) such transfer is of a Certificate
with a denomination of at least $250,000, (B) it causes its proposed transferee
to provide to the Transferor and the Certificate Registrar a letter
substantially in the form of Exhibit C to the Trust Agreement, as applicable, or
such other written statement as the Transferor shall prescribe and (C) the
Transferor consents in writing to the proposed transfer, which consent shall be
granted unless the Transferor determines that such transfer would create a risk
that the Trust or the Titling Trust would be classified for federal or any
applicable state tax purposes as an association (or a publicly traded
partnership) taxable as a corporation; provided, however, that any attempted
transfer that would either cause (1) the number of registered holders of
Certificates to exceed 95 or (2) the number of holders of direct or indirect
interests in the Titling Trust to exceed 50, shall be a void transfer.

         10.               The Purchaser understands that the opinion of counsel
to the Trust that the Trust is not a publicly traded partnership taxable as a
corporation is dependent in part on the accuracy of the representations in
paragraphs 7, 8 and 9 above.

         11.               The Purchaser is a Person who is either (A)(1) a
citizen or resident of the United States, (2) a corporation, partnership or
other entity organized in or under the laws of the United States or any
political subdivision thereof or (3) a Person not described in (A)(1) or (2)
whose ownership of the Certificates is effectively connected with such Person's
conduct of a trade or business within the United States (within the meaning of
the Code) and its ownership of any interest in a Certificate will not result in
any withholding obligation with respect to any payments with respect to the
Certificates by any Person (other than withholding, if any, under Section 1446
of the Code) or (B) an estate the income of which is includible in gross income
for federal income tax purposes regardless of source or a trust if the court
within the United States is able to exercise primary supervision of the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the Trust. It agrees that it
will provide a certification of non-foreign status signed under penalty of
perjury and, alternatively, that if it is a Person described in clause (A)(3)
above, it will furnish to the Transferor and the Owner Trustee a properly
executed IRS Form W-8ECI and a new W-8ECI upon the expiration or obsolescence of
any previously delivered form (and such other certifications, representations or
Opinions of Counsel as may be requested by the Transferor and the Owner
Trustee).

         12.               The Purchaser agrees that if at some time in the
future it wishes to transfer or exchange any of the Certificates, it will not
transfer or exchange any of the Certificates unless such transfer or exchange is
in accordance with Section 3.04 of the Trust Agreement. The Purchaser
understands that any purported transfer of the Certificates (or any interest
therein) in contravention of any of the restrictions and conditions in the Trust
Agreement, as applicable, shall be a void, and the purported transferee in such
transfer shall not be recognized by the Trust or any other Person as a
Certificateholder, as the case may, be for any purpose.

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                                            Amended and Restated Trust Agreement

                                      C-4


         13.               The Purchaser hereby irrevocably requests you to
arrange for definitive Certificates representing the Certificates purchased by
the Purchaser to be registered and delivered promptly after the Closing Date as
follows:


     Principal Amount               Registered in         Deliver Definitive
of Definitive Certificate:             Name of:            Certificate to:
- -------------------------           -------------         ------------------
                                                  

_________________________           _____________       ________________________

_________________________           _____________       ________________________

_________________________           _____________       ________________________


         You and the Owner Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                    Very truly yours,

                                     By: _______________________________________
                                         Name:
                                         Title:

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                                            Amended and Restated Trust Agreement

                                      C-5


                                                            ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "Purchaser") hereby certifies as follows to the
addressees of the Rule 144A Representation Letter to which this certification is
attached with respect to the Certificate described therein:

         (i)               As indicated below, the undersigned is the President,
                  Chief Financial Officer, Senior Vice President or other
                  executive officer of the Purchaser.

         (ii)              In connection with purchases by the Purchaser, the
                  Purchaser is a "qualified institutional buyer" as that term is
                  defined in Rule 144A ("Rule 144A") under the Securities Act of
                  1933, as amended, because (i) the Purchaser owned and/or
                  invested on a discretionary basis $__________(1) in securities
                  (except for the excluded securities referred to below) as of
                  the end of the Purchaser's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A) and (ii)
                  the Purchaser satisfies the criteria in the category marked
                  below.

                           ___      Corporation, etc. The Purchaser is a
                                    corporation (other than a bank, savings and
                                    loan association or similar institution),
                                    Massachusetts or similar business trust,
                                    partnership, or charitable organization
                                    described in Section 501(c)(3) of the
                                    Internal Revenue Code of 1986, as amended.

                           ___      Bank. The Purchaser (a) is a national bank
                                    or banking institution organized under the
                                    laws of any state, territory or the District
                                    of Columbia, the business of which is
                                    substantially confined to banking and is
                                    supervised by the state or territorial
                                    banking commission or similar official or is
                                    a foreign bank or equivalent institution,
                                    and (b) has an audited net worth of at least
                                    $25,000,000 as demonstrated in its latest
                                    annual financial statements, a copy of which
                                    is attached hereto.

                           ___      Savings and Loan. The Purchaser (a) is a
                                    savings and loan association, building and
                                    loan association, cooperative bank,
                                    homestead association or similar
                                    institution, which is supervised and
                                    examined by a state or federal authority
                                    having supervision over any such
                                    institutions or is a foreign savings and
                                    loan association or equivalent institution
                                    and (b) has an audited net

- ---------------------------
(1)      Purchaser must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Purchaser is a dealer, and, in that
         case, Purchaser must own and/or invest on a discretionary basis at
         least $10,000,000 in securities.

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                                            Amended and Restated Trust Agreement

                                      C-6


                                    worth of at least $25,000,000 as
                                    demonstrated in its latest annual financial
                                    statements, a copy of which is attached
                                    hereto.

                           ___      Broker-dealer. The Purchaser is a dealer
                                    registered pursuant to Section 15 of the
                                    Securities Exchange Act of 1934, as amended
                                    (the "Exchange Act").

                           ___      Insurance Company. The Purchaser is an
                                    insurance company whose primary and
                                    predominant business activity is the writing
                                    of insurance or the reinsuring of risks
                                    underwritten by insurance companies and
                                    which is subject to supervision by the
                                    insurance commissioner or a similar official
                                    or agency of a state, territory or the
                                    District of Columbia.

                           ___      State or Local Plan. The Purchaser is a plan
                                    established and maintained by a state, its
                                    political subdivisions, or any agency or
                                    instrumentality of the state or its
                                    political subdivisions, for the benefit of
                                    its employees (a "Plan").

                           ___      ERISA Plan. The Purchaser is an employee
                                    benefit plan within the meaning of Title I
                                    of the Employee Retirement Income Security
                                    Act of 1974 (an "ERISA Plan").

                           ___      Investment Advisor. The Purchaser is an
                                    investment advisor registered under the
                                    Investment Advisors Act of 1940.

                           ___      Small Business Investment Company. The
                                    Purchaser is a small business investment
                                    company licensed by the U.S. Small Business
                                    Administration under Section 301(c) or (d)
                                    of the Small Business Investment Act of
                                    1958.

                           ___      Business Development Company. The Purchaser
                                    is a business development company as defined
                                    in Section 202(a)(22) of the Investment
                                    Advisors Act of 1940.

                           ___      Trust Fund. The Purchaser is a trust fund
                                    whose trustee is a bank or trust company and
                                    whose participants are exclusively state or
                                    local Plans or ERISA Plans as defined above,
                                    and no participant of the Purchaser is an
                                    individual retirement account or an H.R. 10
                                    (Keogh) plan.

         (iii)             The term "securities" as used herein does not include
                  (i) securities of issuers that are affiliated with the
                  Purchaser, (ii) securities that are part of an unsold
                  allotment to or subscription by the Purchaser, if the
                  Purchaser is a dealer, (iii) bank deposit notes and
                  certificates of deposit, (iv) loan participations, (v)
                  repurchase agreements, (vi) securities owned but subject to a
                  repurchase agreement and (vii) currency, interest rate and
                  commodity swaps.

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                                            Amended and Restated Trust Agreement

                                      C-7


         (iv)              For purposes of determining the aggregate amount of
                  securities owned and/or invested on a discretionary basis by
                  the Purchaser, the Purchaser used the cost of such securities
                  to the Purchaser and did not include any of the securities
                  referred to in the preceding paragraph, except (i) where the
                  Purchaser reports its securities holdings in its financial
                  statements on the basis of their market value, and (ii) no
                  current information with respect to the cost of those
                  securities has been published. If clause (ii) in the preceding
                  sentence applies, the securities may be valued at their market
                  value. Further, in determining such aggregate amount, the
                  Purchaser may have included securities owned by subsidiaries
                  of the Purchaser, but only if such subsidiaries are
                  consolidated with the Purchaser in its financial statements
                  prepared in accordance with generally accepted accounting
                  principles and if the investments of such subsidiaries are
                  managed under the Purchaser's direction. However, such
                  securities were not included if the Purchaser is a
                  majority-owned, consolidated subsidiary of another enterprise
                  and the Purchaser is not itself a reporting company under the
                  Exchange Act.

         (v)               The Purchaser acknowledges that it is familiar with
                  Rule 144A and understands that the seller to it and other
                  parties related to the Certificates are relying and will
                  continue to rely on the statements made herein because one or
                  more sales to the Purchaser may be in reliance on Rule 144A.

         (vi)              Until the date of purchase of the Certificates, the
                  Purchaser will notify each of the parties to which this
                  certification is made of any changes in the information and
                  conclusions herein. Until such notice is given, the
                  Purchaser's purchase of the Certificates will constitute a
                  reaffirmation of this certification as of the date of such
                  purchase. In addition, if the Purchaser is a bank or savings
                  and loan is provided above, the Purchaser agrees that it will
                  furnish to such parties updated annual financial statements
                  promptly after they become available.

____________________________________
Name of Purchaser

By: ________________________________
    Name:
    Title:

Dated: _____________________________

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                      C-8


                                                            ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

         The undersigned (the "Purchaser") hereby certifies as follows to the
addressees of the Rule 144A Representation Letter to which this certification is
attached with respect to the Certificate described therein:

         (i)               As indicated below, the undersigned is the President,
                  Chief Financial Officer or Senior Vice President of the
                  Purchaser or, if the Purchaser is a "qualified institutional
                  buyer" as that term is defined in Rule 144A ("Rule 144A")
                  under the Securities Act of 1933, as amended, because the
                  Purchaser is part of a Family of Investment Companies (as
                  defined below), is such an officer of the Adviser.

         (ii)              In connection with purchases by the Purchaser, the
                  Purchaser is a "qualified institutional buyer" as defined in
                  Rule 144A because (i) the Purchaser is an investment company
                  registered under the Investment Company Act of 1940, as
                  amended, and (ii) as marked below, the Purchaser alone, or the
                  Purchaser's Family of Investment Companies, owned at least
                  $100,000,000 in securities (other than the excluded securities
                  referred to below) as of the end of the Purchaser's most
                  recent fiscal year. For purposes of determining the amount of
                  securities owned by the Purchaser or the Purchaser's Family of
                  Investment Companies, the cost of such securities was used,
                  except (i) where the Purchaser or the Purchaser's Family of
                  Investment Companies reports its securities holdings in its
                  financial statements on the basis of their market value, and
                  (ii) no current information with respect to the cost of those
                  securities has been published. If clause (ii) in the preceding
                  sentence applies, the securities may be valued at market.

                           ___      The Purchaser owned $__________ in
                                    securities (other than the excluded
                                    securities referred to below) as of the end
                                    of the Purchaser's most recent fiscal year
                                    (such amount being calculated in accordance
                                    with Rule 144A).

                           ___      The Purchaser is part of a Family of
                                    Investment Companies which owned in the
                                    aggregate $__________ in securities (other
                                    than the excluded securities referred to
                                    below) as of the end of the Purchaser's most
                                    recent fiscal year (such amount being
                                    calculated in accordance with Rule 144A).

         (iii)             The term "Family of Investment Companies" as used
                  herein means two or more registered investment companies (or
                  series thereof) that have the same investment adviser or
                  investment advisers that are affiliated (by virtue of being
                  majority owned subsidiaries of the same parent or because one
                  investment adviser is a majority owned subsidiary of the
                  other).

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                                            Amended and Restated Trust Agreement

                                      C-9


         (iv)              The term "securities" as used herein does not include
                  (i) securities of issuers that are affiliated with the
                  Purchaser or are part of the Purchaser's Family of Investment
                  Companies, (ii) bank deposit notes and certificates of
                  deposit, (iii) loan participations, (iv) repurchase
                  agreements, (v) securities owned but subject to a repurchase
                  agreement and (vi) currency, interest rate and commodity
                  swaps.

         (v)               The Purchaser is familiar with Rule 144A and
                  understands that the parties listed in the Rule 144A
                  Representation Letter to which this certification relates are
                  relying and will continue to rely on the statements made
                  herein because one or more sales to the Purchaser will be in
                  reliance on Rule 144A. In addition, the Purchaser will only
                  purchase for the Purchaser's own account.

         (vi)              Until the date of purchase of the Transferor
                  Certificate, the undersigned will notify the parties listed in
                  the Rule 144A Transferee Certificate to which this
                  certification relates of any changes in the information and
                  conclusions herein. Until such notice is given, the
                  Purchaser's purchase of the Certificates will constitute a
                  reaffirmation of this certification by the undersigned as of
                  the date of such purchase.

____________________________________
Name of Purchaser or Advisor

By: ________________________________
    Name:
    Title:

IF AN ADVISOR:

____________________________________
Name of Purchaser

Dated: _____________________________

                                                                     NALT 2003-A
                                            Amended and Restated Trust Agreement

                                      C-10

EX-10.5

                                                                    EXHIBIT 10.5
- --------------------------------------------------------------------------------

                         NISSAN AUTO LEASE TRUST 2003-A,

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                            as Administrative Agent,

                           NISSAN AUTO LEASING LLC II,
                                 as Transferor,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Indenture Trustee

                         ------------------------------

                         TRUST ADMINISTRATION AGREEMENT

                          Dated as of October 29, 2003

                         ------------------------------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                  PAGE
                                                                            
1.01     Capitalized Terms; Interpretive Provisions.............................    1

1.02     Duties of the Administrative Agent.....................................    1

1.03     Records................................................................    6

1.04     Compensation...........................................................    6

1.05     Additional Information to be Furnished to the Trust....................    6

1.06     Independence of the Administrative Agent...............................    6

1.07     No Joint Venture.......................................................    7

1.08     Other Activities of Administrative Agent...............................    7

1.09     Term of Agreement; Resignation and Removal of Administrative Agent.....    7

1.10     Action Upon Termination, Resignation or Removal........................    8

1.11     Notices................................................................    8

1.12     Amendments.............................................................    9

1.13     Successors and Assigns.................................................    9

1.14     Governing Law..........................................................    9

1.15     Headings...............................................................   10

1.16     Counterparts...........................................................   10

1.17     Severability...........................................................   10

1.18     Limitation of Liability of Owner Trustee and Indenture Trustee.........   10

1.19     Third-Party Beneficiary................................................   10


                                      -i-


                         TRUST ADMINISTRATION AGREEMENT

         This Trust Administration Agreement (this "Agreement"), dated as of
October 29, 2003, is among Nissan Auto Lease Trust 2003-A, a Delaware statutory
trust (the "Trust"), Nissan Motor Acceptance Corporation, a California
corporation ("NMAC"), as administrative agent (in such capacity, the
"Administrative Agent"), Nissan Auto Leasing LLC II, a Delaware limited
liability company ("NALL II"), as transferor (the "Transferor"), and U.S. Bank
National Association, a national banking association ("U.S. Bank"), as indenture
trustee (the "Indenture Trustee").

                                    RECITALS

         WHEREAS, the Trust was formed pursuant to a trust agreement, dated as
of May 13, 2003, as amended and restated as of October 29, 2003 (the "Trust
Agreement"), between the Transferor and Wilmington Trust Company, as trustee
(the "Owner Trustee"); and

         WHEREAS, the parties desire to enter into this agreement to provide
for, among other things, the Administrative Agent's provision of certain
services to the Trust and the Owner Trustee.

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

                  1.01     Capitalized Terms; Interpretive Provisions.

         (a)      Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Agreement of Definitions, dated
as of October 29, 2003, by and among the Trust, as issuer (the "Issuer"), NILT
Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such
capacity, the "Grantor" and the "UTI Beneficiary," respectively),
Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), NMAC, in
its individual capacity, as Administrative Agent and as servicer (in such
capacity, the "Servicer"), NALL II, NILT, Inc., a Delaware corporation, as
trustee to the Titling Trust (the "Titling Trustee"), Wilmington Trust Company,
as Owner Trustee and Delaware trustee (in such capacity, the "Delaware Trustee")
and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the
"Trust Agent").

         (b)      For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, (i) terms used in
this Agreement include, as appropriate, all genders and the plural as well as
the singular, (ii) references to words such as "herein", "hereof" and the like
shall refer to this Agreement as a whole and not to any particular part, Article
or Section within this Agreement, (iii) the term "include" and all variations
thereof shall mean "include without limitation" and (iv) the term "or" shall
include "and/or".

                                                  Trust Administration Agreement

                                       1


                  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 Trust and the Owner Trustee under the
Related Documents. In addition, the Administrative Agent shall consult with the
Owner Trustee regarding the duties of the Trust or the Owner Trustee under the
Related Documents. The Administrative Agent shall monitor the performance of the
Trust and shall advise the Owner Trustee when action is necessary to comply with
the respective duties of the Trust and the Owner Trustee under the Related
Documents. The Administrative Agent shall prepare for execution by the Trust, or
shall cause the preparation by other appropriate persons of, all such documents,
reports, notices, filings, instruments, certificates and opinions that it shall
be the duty of the Trust or the Owner Trustee to prepare, file or deliver
pursuant to the Related Documents. In addition, the Administrative Agent or the
Transferor shall execute and deliver any filings, certificates, affidavits or
other instruments required under the Sarbanes-Oxley Act of 2002, to the extent
permitted by applicable law. In furtherance of the foregoing, the Administrative
Agent shall take (or, in the case of the immediately preceding sentence, cause
to be taken) all appropriate action that the Trust or the Owner Trustee is
required to take pursuant to the Indenture, including, without limitation, such
of the foregoing as are required with respect to the following matters under the
Indenture (references are to Sections of the Indenture):

                  (i)      the duty to cause the Note Register to be kept and to
give the Indenture Trustee notice of any appointment of a new Note Registrar and
the location, or change in location, of the Note Register (Section 2.04);

                  (ii)     the preparation of or obtaining of the documents and
instruments required for execution and authentication of the Notes and delivery
of the same to the Indenture Trustee (Section 2.02);

                  (iii)    the maintenance of an office in the Borough of
Manhattan, The City of New York, for registration of transfer or exchange of
Notes (Section 3.02);

                  (iv)     the duty to cause newly appointed Paying Agents, if
any, to deliver to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 3.03);

                  (v)      the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture Trustee (Section
3.03);

                  (vi)     the obtaining and preservation of the Trust's
qualifications to do business (Section 3.04);

                  (vii)    the preparation of all supplements and amendments to
the Indenture and all financing statements, continuation statements, instruments
of further assurance and other instruments and the taking of such other action
as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);

                  (viii)   the delivery of the Opinion of Counsel on the Closing
Date and the annual delivery of Opinions of Counsel, if requested, as to the
Owner Trust Estate, and the annual

                                                  Trust Administration Agreement

                                       2


delivery of the Officer's Certificate and certain other statements as to
compliance with the Indenture (Sections 3.06 and 3.09);

                  (ix)     the identification to the Indenture Trustee in an
Officer's Certificate of any Person with whom the Trust has contracted to
perform its duties under the Indenture (Section 3.07(b));

                  (x)      the notification of the Indenture Trustee and each
Rating Agency of a Servicer Default under the Servicing Agreement and, if such
Servicer Default arises from the failure of the Servicer to perform any of its
duties or obligations under the Servicing Agreement with respect to the 2003-A
SUBI Assets, the taking of all reasonable steps available to remedy such failure
(Section 3.07(d));

                  (xi)     the delivery of written notice to the Indenture
Trustee and each Rating Agency of each Indenture Default (Section 3.11);

                  (xii)    the delivery of prior written notice to each Rating
Agency of the Issuer's consolidation or merger with or into any other Person
(Section 3.15(a));

                  (xiii)   the delivery of prior written notice to each Rating
Agency of the Issuer's conveyance or transfer of any of its properties or assets
to any Person (Section 3.15(b));

                  (xiv)    the preparation and obtaining of documents and
instruments required for the release of the Trust from its obligations under the
Indenture (Section 4.01);

                  (xv)     the monitoring of the Trust's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an Officer's
Certificate and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.01);

                  (xvi)    the preparation and delivery of notice to the Rating
Agencies of the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee (Section 6.08);

                  (xvii)   the preparation of any written instruments required
to confirm more fully the authority of any co-trustee or separate trustee and
any written instruments necessary in connection with the resignation or removal
of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08
and 6.10);

                  (xviii)  the furnishing of the Indenture Trustee with the
names and addresses of Noteholders during any period when the Indenture Trustee
is not the Note Registrar (Section 7.01);

                  (xix)    the furnishing of certain reports with the Indenture
Trustee (Section 7.03);

                  (xx)     the taking of all other actions necessary with
respect to the investment of funds in the Note Distribution Account (Sections
8.02 and 8.05);

                                                  Trust Administration Agreement

                                       3


                  (xxi)    the preparation of an Issuer Request for the release
of the Owner Trust Estate (Section 8.06);

                  (xxii)   the preparation of Issuer Requests and the obtaining
of Opinions of Counsel with respect to the execution of supplemental indentures
(Sections 9.01 and 9.02);

                  (xxiii)  the execution of new Notes conforming to any
supplemental indenture (Section 9.05);

                  (xxiv)   the duty to notify each Rating Agency of redemption
of the Notes or to cause the Indenture Trustee to provide such notification
(Section 10.02);

                  (xxv)    the preparation and delivery of all Officer's
Certificates, Opinions of Counsel and Independent Certificates with respect to
any requests by the Trust to the Indenture Trustee to take any action under the
Indenture (Section 11.01(a), (b));

                  (xxvi)   the preparation and delivery of Officer's
Certificates and the obtaining of Independent Certificates, if necessary, for
the release of property from the Lien of the Indenture (Section 11.01(b));

                  (xxvii)  the notification of each Rating Agency, upon the
failure of the Trust, the Owner Trustee or the Indenture Trustee to give such
notification, of any information required pursuant to Section 11.04 of the
Indenture (Section 11.04); and

                  (xxviii) the preparation of Definitive Notes in accordance
with the instructions of the Clearing Agency (Section 2.11).

         (b)      The Administrative Agent shall:

                  (i)      pay the Owner Trustee from time to time reasonable
compensation for all services rendered by the Owner Trustee under the Trust
Agreement (which compensation shall not be limited by any provision of law in
regard to the compensation for a trustee of an express trust); and

                  (ii)     except as otherwise expressly provided in the Trust
Agreement, reimburse the Owner Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Owner Trustee in
accordance with any provision of the Trust Agreement (including reasonable
compensation, expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence
or bad faith.

         (c)      In addition to the duties set forth in Sections 1.02(a) and
(b), the Administrative Agent shall perform such calculations and shall prepare
or shall cause the preparation by other appropriate Persons of, and shall
execute on behalf of the Trust or the Owner Trustee, all such documents,
notices, reports, filings, instruments, certificates and opinions that the Trust
or the Owner

                                                  Trust Administration Agreement

                                       4


Trustee is required to prepare, file or deliver pursuant to the Related
Documents, and at the request of the Owner Trustee shall take all appropriate
action that the Trust or the Owner Trustee is required to take pursuant to the
Related Documents. Subject to Section 1.06, and in accordance with the
directions of the Owner Trustee, the Administrative Agent shall administer,
perform or supervise the performance of such other activities in connection with
the Collateral (including the Related Documents) as are not covered by any of
the foregoing provisions and as are expressly requested by the Owner Trustee and
are reasonably within the capability of the Administrative Agent.

         (d)      Notwithstanding anything in this Agreement or the Related
Documents to the contrary, the Administrative Agent shall be responsible for
promptly notifying the Owner Trustee if any withholding tax is imposed on the
Trust's payments (or allocations of income) to a Trust Certificateholder as
contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall
specify the amount of any withholding tax required to be withheld by the Owner
Trustee pursuant to such provision.

         (e)      Notwithstanding anything in this Agreement or the Related
Documents to the contrary, the Administrative Agent shall be responsible for
performance of the duties of the Owner Trustee set forth in Sections 5.03 and
9.01(c) of the Trust Agreement with respect to notifying the Trust
Certificateholders of the Payment Date on which their Trust Certificates will be
repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and
reports to Trust Certificateholders; provided, however, that the Owner Trustee
shall retain responsibility for the distribution of the documentation necessary
to enable each Trust Certificateholder to prepare its federal and state income
tax returns.

         (f)      The Administrative Agent shall satisfy its obligations with
respect to clauses (d) and (e) above by retaining, at the expense of the Trust,
payable by the Administrative Agent, Accountants acceptable to the Owner
Trustee, which shall perform the obligations of the Administrative Agent
thereunder.

         (g)      The Administrative Agent shall perform any duties expressly
required to be performed by the Administrative Agent under the Trust Agreement.

         (h)      In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrative Agent may enter into
transactions or otherwise deal with any of its Affiliates; provided, however,
that the terms of any such transactions or dealings shall be in accordance with
any directions received from the Trust and shall be, in the Administrative
Agent's opinion, no less favorable to the Trust than would be available from
unaffiliated parties.

         (i)      With respect to matters that in the reasonable judgment of the
Administrative Agent are non-ministerial, the Administrative Agent shall not
take any action unless within a reasonable time before the taking of such action
the Administrative Agent shall have notified the Owner Trustee of the proposed
action and the Owner Trustee shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence,
"non-ministerial matters" shall include:

                  (i)      amendment of or any supplement to the Indenture;

                                                  Trust Administration Agreement

                                       5


                  (ii)     the initiation of any claim or lawsuit by the Trust
and the compromise of any action, claim or lawsuit brought by or against the
Trust (other than in connection with the collection of the Leases);

                  (iii)    the amendment, change or modification of the Related
Documents;

                  (iv)     the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrative Agents or successor
Servicers, or the consent to the assignment by the Note Registrar, any Paying
Agent or Indenture Trustee of its obligations under the Indenture;

                  (v)      the removal of the Indenture Trustee; and

                  (vi)     the provision to the Rating Agencies copies of any
amendment or supplement to the Interest Rate Cap Agreement and the notification
of the Interest Rate Cap Counterparty of any proposed amendment or supplement to
any of the Basic Documents.

Notwithstanding anything to the contrary in this Agreement, the Administrative
Agent shall not be obligated to, and shall not, (i) make any payments to the
Noteholders under the Related Documents, (ii) sell the Owner Trust Estate
pursuant to Section 5.02 of the Indenture, (iii) take any other action that the
Trust directs the Administrative Agent not to take on its behalf or (iv) take
any other action which may be construed as having the effect of varying the
investment of the Trust Certificateholders.

                  1.03     Records. The Administrative Agent shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for inspection
by the Trust and the Transferor at any time during normal business hours.

                  1.04     Compensation. As compensation for the performance of
the Administrative Agent's obligations under this Agreement and as reimbursement
for its expenses related thereto, the Administrative Agent shall be entitled to
an annual payment of compensation which shall be solely an obligation of the
Servicer.

                  1.05     Additional Information to be Furnished to the Trust.
The Administrative Agent shall furnish to the Trust from time to time such
additional information regarding the Collateral as the Trust shall reasonably
request.

                  1.06     Independence of the Administrative Agent. For all
purposes of this Agreement, the Administrative Agent shall be an independent
contractor and shall not be subject to the supervision of the Trust or the Owner
Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Trust, the
Administrative Agent shall have no authority to act for or represent the Trust
or the Owner Trustee in any way and shall not otherwise be deemed an agent of
the Trust or the Owner Trustee.

                                                  Trust Administration Agreement

                                       6


                  1.07     No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrative Agent and either of the Trust or the
Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) shall be
construed to impose any liability as such on any of them or (iii) shall be
deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.

                  1.08     Other Activities of Administrative Agent. Nothing
herein shall prevent the Administrative Agent or its Affiliates from engaging in
other businesses or, in its sole discretion, from acting in a similar capacity
as an Administrative Agent for any other Person or entity, even though such
person or entity may engage in business activities similar to those of the
Trust, the Owner Trustee or the Indenture Trustee.

                  1.09     Term of Agreement; Resignation and Removal of
Administrative Agent. This Agreement shall continue in force until the
dissolution of the Trust, upon which event this Agreement shall automatically
terminate.

         (a)      Subject to Section 1.09(e), the Administrative Agent may
resign its duties hereunder by providing the Trust with at least 60 days' prior
written notice.

         (b)      Subject to Section 1.09(e), the Trust may remove the
Administrative Agent without cause by providing the Administrative Agent with at
least 60 days' prior written notice.

         (c)      Subject to Section 1.09(e), at the sole option of the Trust,
the Administrative Agent may be removed immediately upon written notice of
termination from the Trust to the Administrative Agent if any of the following
events shall occur:

                  (i)      the Administrative Agent shall default in the
performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within ten days (or, if such default cannot
be cured in such time, shall not give within ten days such assurance of cure as
shall be reasonably satisfactory to the Trust);

                  (ii)     the existence of any proceeding or action, or the
entry of a decree or order for relief by a court or regulatory authority having
jurisdiction over the Administrative Agent in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Administrative Agent or of any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Administrative Agent and the continuance of any such action, proceeding, decree
or order unstayed and, in the case of any such order or decree, in effect for a
period of 90 consecutive days; or

                  (iii)    the commencement by the Administrative Agent of a
voluntary case under the federal bankruptcy laws, as now or hereafter in effect,
or the consent by the Administrative Agent to the appointment of or taking of
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Administrative Agent or of any substantial part
of its property or the making by the Administrative Agent of an assignment for
the benefit of

                                                  Trust Administration Agreement

                                       7


creditors or the failure by the Administrative Agent generally to pay its debts
as such debts become due or the taking of corporate action by the Administrative
Agent in furtherance of any of the foregoing.

         The Administrative Agent agrees that if any of the events specified in
clauses (ii) or (iii) above shall occur, it shall give written notice thereof to
the Trust and the Indenture Trustee within seven days after the occurrence of
such event.

         (d)      No resignation or removal of the Administrative Agent pursuant
to this Section shall be effective until (i) a successor Administrative Agent
shall have been appointed by the Trust and (ii) such successor Administrative
Agent shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrative Agent is bound hereunder.

         (e)      The appointment of any successor Administrative Agent shall be
effective only after satisfaction of the Rating Agency Condition with respect to
the proposed appointment.

         (f)      Subject to Sections 1.09(d) and 1.09(e), the Administrative
Agent acknowledges that upon the appointment of a successor Servicer pursuant to
the Servicing Agreement, the Administrative Agent shall immediately resign and
such successor Servicer shall automatically become the Administrative Agent
under this Agreement; provided, however, that this paragraph shall not apply at
such times as the Titling Trustee shall be the successor Servicer.

                  1.10     Action Upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant to
the first sentence of Section 1.09 or the resignation or removal of the
Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the
Administrative Agent shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or removal.
The Administrative Agent shall forthwith upon such termination pursuant to the
first sentence of Section 1.09 deliver to the Trust all property and documents
representing or relating to the Collateral then in the custody of the
Administrative Agent. In the event of the resignation or removal of the
Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the
Administrative Agent shall cooperate with the Trust and take all reasonable
steps requested to assist the Trust in making an orderly transfer of the duties
of the Administrative Agent.

                  1.11     Notices. All demands, notices and communications
hereunder shall be in writing and shall be delivered or mailed by registered or
certified first-class United States mail, postage prepaid, hand delivery,
prepaid courier service, or by telecopier, and addressed in each case as
follows: (i) if to the Trust or the Administrative Agent, at 990 West 190th
Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention:
Treasurer; (ii) if to the Owner Trustee, at Wilmington Trust Company, Rodney
Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no.
(302) 651-8882), Attention: Corporate Trust Administration]; (iii) if to the
Indenture Trustee, at U.S. Bank National Association, Wrigley Building, 400
North Michigan Avenue, 2nd Floor, Chicago, Illinois 60601 (telecopier no. (312)
836-6701); (iv) if to Moody's, to Moody's Investors Service, 99 Church Street,
New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS
Monitoring Group; (iv) if to Standard & Poor's, to Standard & Poor's, a division
of The McGraw-Hill Companies, Inc., 55

                                                  Trust Administration Agreement

                                       8


Water Street, New York, New York 10041 (telecopier no. (212) 208-0030),
Attention: Asset Backed Surveillance Group; (v) if to Fitch, Inc., to Fitch,
Inc. One State Street Plaza, New York New York 10004, (telecopier no. (212)
480-4438), Attention: Romaana Zia, or (vi) at such other address as shall be
designated by any of the foregoing in a written notice to the other parties
hereto. Delivery shall occur only upon receipt or reported tender of such
communication by an officer of the recipient entitled to receive such notices
located at the address of such recipient for notices hereunder.

                  1.12     Amendments. This Agreement may be amended from time
to time by a written amendment duly executed and delivered by the parties
hereto, with the written consent of the Owner Trustee but without the consent of
the Securityholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Securityholders; provided, that such
amendment will not, in the Opinion of Counsel satisfactory to the Indenture
Trustee, materially and adversely affect the interest of any Noteholder or Trust
Certificateholder. This Agreement may also be amended by the parties hereto with
the written consent of the Owner Trustee and the holders of Notes evidencing at
least a majority of the Outstanding Amount and the holders of Trust Certificates
evidencing at least a majority of the Certificate Balance for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Securityholders; provided, however, that no such amendment may (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the 2003-A Leases or distributions that are required
to be made for the benefit of the Securityholders or (ii) reduce the aforesaid
percentage of the holders of Notes and Trust Certificates which are required to
consent to any such amendment, without the consent of the holders of all
outstanding Notes and Trust Certificates. Notwithstanding the foregoing, the
Administrative Agent may not amend this Agreement without the permission of the
Transferor, which permission shall not be unreasonably withheld.

                  1.13     Successors and Assigns. This Agreement may not be
assigned by the Administrative Agent unless such assignment is previously
consented to in writing by the Trust and the Owner Trustee and subject to the
satisfaction of the Rating Agency Condition in respect thereof. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrative Agent is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the
Administrative Agent without the consent of the Trust or the Owner Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Administrative Agent; provided, that such
successor organization executes and delivers to the Trust, the Owner Trustee and
the Indenture Trustee an agreement, in form and substance reasonably
satisfactory to the Owner Trustee and the Indenture Trustee, in which such
corporation or other organization agrees to be bound hereunder by the terms of
said assignment in the same manner as the Administrative Agent is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.

                  1.14     Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions (other than Section 5-1401 of the
General Obligations Law of the State of New York).

                                                  Trust Administration Agreement

                                       9


                  1.15     Headings. The headings of the various Sections herein
are for convenience of reference only and shall not define or limit any of the
terms or provisions hereof.

                  1.16     Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

                  1.17     Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  1.18     Limitation of Liability of Owner Trustee and
Indenture Trustee.

         (a)      Notwithstanding anything contained herein to the contrary,
this instrument has been countersigned by Wilmington Trust Company in its
capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust
Company in its individual capacity or any beneficial owner of the Trust have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Trust hereunder, as to all of which recourse shall be had
solely to the assets of the Trust. For all purposes of this Agreement, in the
performance of any duties or obligations of the Trust hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles Six, Seven and Eight of the Trust Agreement.

         (b)      Notwithstanding anything contained herein to the contrary,
this Agreement has been executed by U.S. Bank as Indenture Trustee and in no
event shall U.S. Bank have any liability for the representations, warranties,
covenants, agreements or other obligations of the Trust hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Trust.

                  1.19     Third-Party Beneficiary. The Owner Trustee is a
third-party beneficiary to this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.

                                                  Trust Administration Agreement

                                       10


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                                    NISSAN AUTO LEASE TRUST 2003-A, as Trust

                                    By: Wilmington Trust Company,
                                        not in its individual capacity, but
                                        solely as Owner Trustee

                                        By:  /s/ Anita E. Dallago
                                             -----------------------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer

                                    NISSAN AUTO LEASING LLC II, as Transferor

                                    By: /s/ Joji Tagawa
                                        ----------------------------------------
                                        Name:  Joji Tagawa
                                        Title: Treasurer

                                    U.S. BANK NATIONAL ASSOCIATION, as
                                    Indenture Trustee

                                    By: /s/ Patricia M. Child
                                        ----------------------------------------
                                        Name: Patricia M. Child
                                        Title: Vice President

                                    NISSAN MOTOR ACCEPTANCE
                                    CORPORATION, as Administrative Agent

                                    By: /s/ Steven R. Lambert
                                        ----------------------------------------
                                        Name:  Steven R. Lambert
                                        Title: President

                                                  Trust Administration Agreement


                                      S-1

EX-10.6

                                                                    EXHIBIT 10.6
- --------------------------------------------------------------------------------

                      NISSAN MOTOR ACCEPTANCE CORPORATION,

                               NISSAN-INFINITI LT,

                                   NILT TRUST,

                           NISSAN AUTO LEASING LLC II,

                         NISSAN AUTO LEASE TRUST 2003-A,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Indenture Trustee

                           --------------------------

                           BACK-UP SECURITY AGREEMENT

                          Dated as of October 29, 2003

                           --------------------------

- --------------------------------------------------------------------------------



                                                                    
                                    ARTICLE I

                                   DEFINITIONS

1.01     Definitions....................................................  2
1.02     Interpretive Provisions........................................  2

                                   ARTICLE II

                                SECURITY INTEREST

2.01     Grant of Security Interest.....................................  2
2.02     Certificate of Title...........................................  3
2.03     Filing of Financing Statements.................................  3
2.04     Use of Collateral..............................................  3
2.05     Further Description of the Collateral..........................  3
2.06     Back-Up Rights of Indenture Trustee............................  4

                                   ARTICLE III

                                  MISCELLANEOUS

3.01     Amendments.....................................................  4
3.02     Governing Law..................................................  4
3.03     Severability of Provisions.....................................  4
3.04     Counterparts...................................................  4
3.05     Successors and Assigns.........................................  4
3.06     Further Assurances.............................................  4
3.07     Limitation of Liability of Owner Trustee.......................  4
3.08     Notices........................................................  5



                                       i


                           BACK-UP SECURITY AGREEMENT

         This Back-Up Security Agreement, dated as of October 29, 2003, is among
Nissan Motor Acceptance Corporation, a California corporation ("NMAC"),
Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), NILT
Trust, a Delaware statutory trust ("NILT Trust"), Nissan Auto Leasing LLC II, a
Delaware limited liability company ("NALL II"), Nissan Auto Lease Trust 2003-A,
a Delaware statutory trust (the "Trust"), and U.S. Bank National Association
("U.S. Bank"), as trustee (the "Indenture Trustee") under the Indenture, dated
as of October 29, 2003 (the "Indenture"), between the Trust and the Indenture
Trustee.

                                    RECITALS

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

         WHEREAS, the parties to the Titling Trust Agreement supplemented the
Titling Trust Agreement with a 2003-A SUBI Supplement, dated as of October 29,
2003 (together with the Titling Trust Agreement, the "SUBI Trust Agreement"), to
establish a special unit of beneficial interest, the "2003-A SUBI" ("2003-A
SUBI");

         WHEREAS, in connection with the SUBI Trust Agreement a separate
portfolio of leases (the "2003-A Leases"), the vehicles that are leased under
the 2003-A Leases (the "2003-A Vehicles"), and certain other related Trust
Assets have been allocated to the 2003-A SUBI;

         WHEREAS, the Titling Trust has issued a certificate evidencing a 100%
beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate") to NILT
Trust;

         WHEREAS, the Trust was formed pursuant to a trust agreement, dated as
of May 13, 2003, as amended and restated as of October 29, 2003 (the "Trust
Agreement"), between NALL II and Wilmington Trust Company, as Owner Trustee;

         WHEREAS, pursuant to the SUBI Certificate Transfer Agreement, dated as
of October 29, 2003 (the "SUBI Certificate Transfer Agreement"), between NILT
Trust and NALL II, NILT Trust has transferred and assigned to NALL II, without
recourse, all of NILT Trust's right, title and interest in the 2003-A SUBI
Certificate;

         WHEREAS, pursuant to the Trust SUBI Certificate Transfer Agreement,
dated as of October 29, 2003 (the "Trust SUBI Certificate Transfer Agreement"),
between NALL II, as transferor (the "Transferor") and the Trust, as transferee,
the Transferor has transferred and assigned to the Trust, without recourse, all
of the Transferor's right, title and interest in the 2003-A SUBI Certificate;

                                                      Back-Up Security Agreement


         WHEREAS, pursuant to the Indenture, the Trust has granted a security
interest in the 2003-A SUBI Certificate to the Indenture Trustee to secure
payment of the Notes;

         WHEREAS, the parties hereto desire to enter into this Agreement to
provide that if, for any reason, the form of any of the transactions
contemplated by the SUBI Trust Agreement, the 2003-A SUBI Certificate, the Trust
Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate
Transfer Agreement or the Indenture (collectively, the "Transfer Documents") is
deemed to constitute a loan by any or all of the Securityholders, secured by a
pledge of the 2003-A SUBI Assets or any interest therein (rather than by the
2003-A SUBI Certificate), each of NMAC, the Titling Trust, NILT Trust, the
Transferor and the Trust shall be deemed to have granted to the Indenture
Trustee a first priority security interest in such assets to secure the Notes.

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

                                    ARTICLE I
                                   DEFINITIONS

         1.01     Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among the Trust, as issuer
(the "Issuer"), NILT Trust, as grantor and initial beneficiary (in such
capacity, the "Grantor" and the "UTI Beneficiary," respectively), the Titling
Trust, NMAC, in its individual capacity, as servicer and as administrative agent
(in such capacity, the "Servicer" and the "Administrative Agent," respectively),
NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust
(the "Trustee"), Wilmington Trust Company, a Delaware banking corporation, as
owner trustee and Delaware trustee (in such capacity, the "Owner Trustee" and
the "Delaware Trustee," respectively) and U.S. Bank, as Indenture Trustee and
trust agent (in such capacity, the "Trust Agent").

         1.02     Interpretive Provisions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires,
(i) terms used herein include, as appropriate, all genders and the plural as
well as the singular, (ii) references to words such as "herein", "hereof" and
the like shall refer to this Agreement as a whole and not to any particular
part, Article or Section herein, (iii) references to an Article or Section such
as "Article One" or "Section 1.01" shall refer to the applicable Article or
Section of this Agreement, (iv) the term "include" and all variations thereof
shall mean "include without limitation", (v) the term "or" shall include
"and/or" and (vi) the term "proceeds" shall have the meaning ascribed to such
term in the UCC.

                                                      Back-Up Security Agreement

                                       2


                                   ARTICLE II
                                SECURITY INTEREST

         2.01     Grant of Security Interest.

                  (a)      Each of NMAC, the Titling Trust, NILT Trust, the
Transferor and the Trust hereby grants to the Indenture Trustee a security
interest in all of its present and future right, title and interest in, to and
under (but not, except to the extent required by law, any obligations with
respect to) the following collateral (the "Collateral"): (i) a 100% beneficial
interest in (A) all rights under the 2003-A Leases; (B) to the extent permitted
by applicable law, the 2003-A Vehicles; (C) all other 2003-A SUBI Assets,
including the 2003-A SUBI Collection Account, and (D) all proceeds of the items
described in (i) (A), (B) and (C), including insurance payable by reason of loss
or damage to the 2003-A Vehicles to the extent not applied to making repairs to
the related 2003-A Vehicle or otherwise paid by the Servicer to the Lessee, a
third person or governmental authority as required by law or pursuant to its
normal servicing practices; (ii) the Reserve Account; (iii) all rights and
benefits under the Interest Rate Cap Agreement; and (iv) all proceeds, accounts,
money, general intangibles, instruments, chattel paper, goods, investment
property or other property consisting of, arising from or related to the
foregoing. Such grant is made to secure (i) the payment of all amounts due on
the Securities in accordance with their terms in the priorities of payment set
forth in the Indenture, (ii) the payment of all other sums payable under the
Indenture and (iii) compliance with the provisions of the Indenture.

                  (b)      The Indenture Trustee acknowledges such grant and
assignment, but all parties hereto acknowledge and agree that (i) such grant and
assignment are made solely for protective purposes and without representation or
warranty as to the nature of any of parties' rights in and to the Collateral and
(ii) none of the parties hereto intends to imply in any way that any of the
Transfer Documents should not be interpreted or enforced in accordance with its
respective terms. The Indenture Trustee also acknowledges that it shall have no
claim to any proceeds or assets of the Titling Trust or to any of the Trust
Assets other than the 2003-A SUBI Assets and any present or future proceeds
thereof.

         2.02     Certificate of Title. None of the parties hereto, including
the Titling Trust, shall have any obligation or otherwise be required to make
notation on, or cause to be taken any other action with respect to, any
Certificate of Title for any 2003-A Vehicle to reflect the back-up Lien created
hereby.

         2.03     Filing of Financing Statements. Each of NMAC, the Titling
Trust, NILT Trust, the Transferor and the Trust will from time to time execute,
deliver and file all financing statements and continuation statements reasonably
required or necessary to maintain, perfect or continue the perfection of the
backup Lien created hereby with respect to the 2003-A Leases and the proceeds
thereof and any other Collateral, the perfection of a security interest in which
may be accomplished and continued by the same filings.

         2.04     Use of Collateral. Each of the parties granting a security
interest hereunder may continue to use and deal with its interest in the
Collateral in any lawful manner and may sell items of Collateral in the ordinary
course of its business, subject only to the requirements of the Transfer
Documents and the Servicing Agreement, as appropriate.

         2.05     Further Description of the Collateral. A description of the
2003-A Leases and the 2003-A Vehicles appears on the Schedule of 2003-A Leases
and 2003-A Vehicles.

                                                      Back-Up Security Agreement

                                       3


         2.06     Back-Up Rights of Indenture Trustee. If a Back-Up Event shall
have occurred and be continuing, the Indenture Trustee may exercise the rights
and remedies with respect to the Collateral of a secured party under the UCC to
the extent permitted by applicable law. Notwithstanding any other provision
hereof, the Indenture Trustee shall have recourse only against the Collateral
and not against any Pledgor hereunder (excluding responsibilities of NMAC solely
as Servicer).

                                   ARTICLE III
                                  MISCELLANEOUS

         3.01     Amendments. This Agreement may be amended by written agreement
among the parties hereto; provided, however, that it may only be amended under
the same circumstances the Trust Agreement could be amended pursuant to Section
12.01 thereof and the Indenture could be amended pursuant to Article Nine
thereof.

         3.02     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions (other than Section 5-1401 of the
General Obligations Law of the State of New York).

         3.03     Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid or unenforceable, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions and terms of this Agreement, as the same may
be amended or supplemented, and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement.

         3.04     Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.

         3.05     Successors and Assigns. All covenants and agreements contained
in this Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective permitted successors and assigns.

         3.06     Further Assurances. Each party will perform such acts and
execute and deliver to any other party such additional documents or instruments
as may be reasonably requested in order to effect the purposes of this Agreement
and to better assure and confirm unto the requesting party its rights, powers
and remedies hereunder.

         3.07     Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been executed by
Wilmington Trust Company not in its individual capacity but solely in its
capacity as Owner Trustee of the Trust and in no event shall Wilmington Trust
Company in its individual capacity or any beneficial owner of the Trust have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Trust hereunder, as to all of which recourse shall be had
solely to the assets of the Trust. For all purposes of this Agreement, in the
performance of any duties or obligations of the Trust

                                                      Back-Up Security Agreement

                                       4


hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles Six, Seven and Ten of the Trust
Agreement.

         3.08     Notices. All notices, requests and demands under this
Agreement shall be given in accordance with Section 11.04 of the Indenture. The
address for such purpose of the Titling Trust shall be c/o NILT, Inc., as
Trustee, Wrigley Building, 400 N. Michigan Ave., 2nd Floor, Chicago IL 60611
(telecopier no. (312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A.

                                                      Back-Up Security Agreement

                                       5


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereto duly authorized, as of the day
and year first above written.

                                          NISSAN MOTOR ACCEPTANCE
                                          CORPORATION

                                          By: /s/ Steven R. Lambert
                                              ----------------------------------
                                              Name:  Steven R. Lambert
                                              Title: President

                                          NISSAN-INFINITI LT

                                          By: NILT, INC., as Titling Trustee

                                              By: /s/ Patricia M. Child
                                                  ------------------------------
                                              Name: Patricia M. Child
                                              Title: President

                                          NILT TRUST

                                          By: U.S. BANK NATIONAL ASSOCIATION,
                                                 as Managing Trustee

                                              By: /s/ Patricia M. Child
                                                  ------------------------------
                                              Name: Patricia M. Child
                                              Title: Vice President

                                          NISSAN AUTO LEASING LLC II

                                          By: /s/ Joji Tagawa
                                              ----------------------------------
                                              Name:  Joji Tagawa
                                              Title: Treasurer

                                                      Back-Up Security Agreement

                                       S-1



                                    NISSAN AUTO LEASE TRUST 2003-A

                                    By: WILMINGTON TRUST COMPANY,
                                          not in its individual capacity,
                                          but solely as Owner Trustee

                                        By: /s/ Anita E. Dallago
                                            ------------------------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer

                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as Indenture Trustee

                                    By: /s/ Patricia M. Child
                                        ----------------------------------------
                                        Name: Patricia M. Child
                                        Title: Vice President

                                                      Back-Up Security Agreement

                                       S-2

EX-10.7

                                                                    EXHIBIT 10.7

- --------------------------------------------------------------------------------

                         NISSAN AUTO LEASE TRUST 2003-A,

                         U.S. BANK NATIONAL ASSOCIATION,
                            as Indenture Trustee and
                                as Secured Party,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                           as Securities Intermediary

                          ----------------------------

                                CONTROL AGREEMENT

                          Dated as of October 29, 2003

                          ----------------------------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                                   PAGE
                                                                                                
                                   ARTICLE ONE

                                   DEFINITIONS

1.01.    General Definitions..............................................................           1
1.02.    Incorporation of UCC by Reference................................................           2

                                   ARTICLE TWO

                ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

2.01.    Establishment of Reserve Account.................................................           2
2.02.    "Financial Assets" Election......................................................           2
2.03.    Entitlement Orders...............................................................           2
2.04.    Subordination of Lien; Waiver of Set-Off.........................................           2
2.05.    Notice of Adverse Claims.........................................................           3

                                  ARTICLE THREE

           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES
                                  INTERMEDIARY

3.01.    Representations, Warranties and Covenants of the Securities Intermediary.........           3

                                  ARTICLE FOUR

                                  MISCELLANEOUS

4.01.    Choice of Law....................................................................           4
4.02.    Conflict with Other Agreements...................................................           4
4.03.    Amendments.......................................................................           4
4.04.    Successors.......................................................................           4
4.05.    Notices..........................................................................           4
4.06.    Termination......................................................................           4
4.07.    Counterparts.....................................................................           5


                                        i



                                CONTROL AGREEMENT

         This Control Agreement (this "Agreement"), dated as of October 29,
2003, is among Nissan Auto Lease Trust 2003-A, a statutory trust formed pursuant
to the laws of the State of Delaware (the "Trust"), U.S. Bank National
Association ("U.S. Bank"), in its capacity as indenture trustee (the "Indenture
Trustee") on behalf of the holders of the Notes (the "Secured Party") under the
Indenture, dated as of October 29, 2003 (the "Indenture") by and between the
Trust and the Indenture Trustee, and U.S. Bank, in its capacity as securities
intermediary (the "Securities Intermediary").

                                    RECITALS

         WHEREAS, pursuant to the Indenture, the Trust has granted to the
Secured Party a security interest in investment property consisting of the
Reserve Account, related Security Entitlements and the financial assets and
other investment property from time to time included therein to secure payment
of the Notes;

         WHEREAS, pursuant to the Indenture, on the date on which the lien of
the Indenture is released, rights with respect to the Reserve Account shall be
transferred back to the Trust; and

         WHEREAS, the parties hereto desire that the security interest of the
Secured Party be a first priority security interest perfected by "control"
pursuant to Articles Eight and Nine of the UCC.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

                  1.01.    General Definitions. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Agreement of Definitions, dated as of October 29, 2003, by and among the Trust,
as issuer (the "Issuer"), NILT Trust, a Delaware statutory trust, as grantor and
initial beneficiary (in such capacity, the "Grantor" and the "UTI Beneficiary,"
respectively), Nissan-Infiniti LT, a Delaware statutory trust (the "Titling
Trust"), Nissan Motor Acceptance Corporation, a California corporation ("NMAC"),
in its individual capacity, as servicer and as administrative agent (in such
capacity, the "Servicer" and the "Administrative Agent," respectively), Nissan
Auto Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT,
Inc., a Delaware corporation, as trustee to the Titling Trust (the "Titling
Trustee"), Wilmington Trust Company, a Delaware banking corporation, as owner
trustee and Delaware trustee (in such capacity, the "Owner Trustee" and the
"Delaware Trustee," respectively) and U.S. Bank, as Indenture Trustee and trust
agent (in such capacity, the "Trust Agent").

                                                               Control Agreement



                  1.02.    Incorporation of UCC by Reference. Except as
otherwise specified herein or as the context may otherwise require, all terms
used in this Agreement not otherwise defined herein which are defined in the UCC
shall have the meanings assigned to them in the UCC.

                                   ARTICLE TWO

                ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

                  2.01.    Establishment of Reserve Account. The Securities
Intermediary hereby confirms that (i) the Trust has established the Reserve
Account at the Securities Intermediary, (ii) the Reserve Account is an account
to which financial assets are or may be credited, (iii) the Securities
Intermediary shall, subject to the terms of this Agreement and the Indenture,
treat the Secured Party as entitled to exercise the rights that comprise any
financial asset credited to the Reserve Account, (iv) all property delivered to
the Securities Intermediary by or on behalf of the Secured Party for deposit to
the Reserve Account will promptly be credited to the Reserve Account and (v) all
securities or other property underlying any financial assets credited to the
Reserve Account shall be registered in the name of the Securities Intermediary,
endorsed to the Securities Intermediary or in blank or credited to another
securities account maintained in the name of the Securities Intermediary and in
no case will any financial asset credited to the Reserve Account be registered
in the name of the Trust, payable to the order of the Trust or specially
endorsed to the Trust except to the extent the foregoing have been specially
endorsed to the Securities Intermediary or in blank.

                  2.02.    "Financial Assets" Election. The Securities
Intermediary hereby agrees that each item of property (whether investment
property, financial asset, security, instrument or cash) credited to the Reserve
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

                  2.03.    Entitlement Orders. If at any time the Securities
Intermediary shall receive any Entitlement Order from the Secured Party with
respect to the Reserve Account, the Securities Intermediary shall comply with
such Entitlement Order without further consent by the Trust, the Initial Secured
Party or any other Person. If at any time the Secured Party notifies the
Securities Intermediary in writing that the Lien of the Indenture has been
released, the Securities Intermediary shall thereafter comply with Entitlement
Orders with respect to the Reserve Account from the Initial Secured Party
without further consent by the Trust or any other Person.

                  2.04.    Subordination of Lien; Waiver of Set-Off. If the
Securities Intermediary has or subsequently obtains by agreement, operation of
law or otherwise a security interest in the Reserve Account or any Security
Entitlement credited thereto, the Securities Intermediary hereby agrees that
such security interest shall be subordinate to the security interests of the
Secured Party. The financial assets and other items deposited to the Reserve
Account will not be subject to deduction, set-off, banker's lien or any other
right in favor of any Person or entity other than the Secured Party (except that
the Securities Intermediary may set off against amounts on deposit in the
Reserve Account (i) all amounts due to it in respect of its customary fees and
expenses for the routine maintenance and operation of the Reserve Account, and
(ii) the face amount of any

                                                               Control Agreement

                                        2



checks that have been credited to the Reserve Account but are subsequently
returned unpaid because of uncollected or insufficient funds).

                  2.05.    Notice of Adverse Claims. Except for the claims and
interests of the Secured Party and the Trust in the Reserve Account, the
Securities Intermediary does not know of any claim to, or interest in, the
Reserve Account or in any financial asset credited thereto. If any Person
asserts any lien, encumbrance or adverse claim (including any writ, garnishment,
judgment, warrant of attachment, execution or similar process) against the
Reserve Account or in any financial asset carried therein, the Securities
Intermediary will promptly notify the Secured Party and the Trust thereof.

                                  ARTICLE THREE

                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                         OF THE SECURITIES INTERMEDIARY

                  3.01.    Representations, Warranties and Covenants of the
Securities Intermediary. The Securities Intermediary hereby represents and
warrants to the Secured Party and the Trust, and covenants that:

                       (a) The Reserve Account has been established as set forth
in Section 2.01 and the Reserve Account will be maintained in the manner set
forth herein until termination of this Agreement. The Securities Intermediary
shall not change the name or account number of the Reserve Account without the
prior written consent of the Secured Party.

                       (b) No financial asset carried in the Reserve Account is
or will be registered in the name of the Trust, payable to the order of the
Trust, or specially endorsed to the Trust, except to the extent such financial
asset has been endorsed to the Securities Intermediary or in blank.

                       (c) This Agreement is the valid and legally binding
obligation of the Securities Intermediary.

                       (d) The Securities Intermediary has not entered into, and
until the termination of this Agreement will not enter into, any agreement
pursuant to which it agrees to comply with Entitlement Orders of any Person
other than the Secured Party to the extent provided in Section 2.03, with
respect to the Reserve Account.

                       (e) The Securities Intermediary has not entered into any
other agreement with the Trust or the Secured Party purporting to limit or
condition the obligation of the Securities Intermediary to comply with
Entitlement Orders as set forth in Section 2.03.

                                                               Control Agreement

                                        3



                                  ARTICLE FOUR

                                  MISCELLANEOUS

                  4.01.    Choice of Law. This Agreement and the Reserve Account
shall be governed by the laws of the State of New York, without reference to its
conflict of law provisions (other than Section 5-1401 of the General Obligations
Law of the State of New York). Regardless of any provision in any other
agreement, for purposes of the UCC, New York shall be deemed to be the
Securities Intermediary's location and the Reserve Account (as well as the
Security Entitlements related thereto) shall be governed by the laws of the
State of New York.

                  4.02.    Conflict with Other Agreements. There are no other
agreements entered into between the Securities Intermediary in such capacity and
the Trust with respect to the Reserve Account. In the event of any conflict
between this Agreement (or any portion thereof) and any other agreement now
existing or hereafter entered into, the terms of this Agreement shall prevail.

                  4.03.    Amendments. No amendment or modification of this
Agreement or waiver of any right hereunder shall be binding on any party hereto
unless it is in writing and is signed by all of the parties hereto.

                  4.04.    Successors. The terms of this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors.

                  4.05.    Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
to, in the case of (i) the Trust c/o Wilmington Trust Company, at Rodney Square
North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302)
651-8882), Attention: Corporate Trust Administration, with a copy to Nissan
Motor Acceptance Corporation, as Administrative Agent, at 990 West 190th Street,
Torrance, California 90502 (telecopier no. (310) 324-2542), Attention:
Treasurer, (ii) the Secured Party, at U.S. Bank National Association, Wrigley
Building, 400 North Michigan Avenue, 2nd Floor, Chicago IL 60611 (telecopier no.
(312) 836-6701), Attention: Nissan Auto Lease Trust 2003-A, and (iii) the
Securities Intermediary, at U.S. Bank National Association, Wrigley Building,
400 North Michigan Avenue, 2nd Floor, Chicago IL 60611 (telecopier no. (312)
836-6701), Attention: Nissan Auto Lease Trust 2003-A, or as to any of such
parties, at such other address as shall be designated by such party in a written
notice to the other parties.

                  4.06.    Termination. The rights and powers granted herein to
the Secured Party have been granted in order to perfect its security interest in
the Reserve Account, are powers coupled with an interest and will neither be
affected by the bankruptcy of the Trust nor by the lapse of time. The
obligations of the Securities Intermediary hereunder shall continue in effect
with respect to the Reserve Account until the Secured Party shall have notified
the Securities Intermediary in writing that its security interests under the
Indenture has been terminated.

                                                               Control Agreement

                                        4



                  4.07.    Counterparts. This Agreement may be executed in any
number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.

                                                               Control Agreement

                                        5



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                                NISSAN AUTO LEASE TRUST 2003-A

                                By: WILMINGTON TRUST COMPANY,
                                    not in its individual capacity, but
                                    solely as Owner Trustee

                                    By: /s/ Anita E. Dallago
                                        --------------------------------
                                    Name: Anita E. Dallago
                                    Title: Senior Financial Services Officer

                                U.S. BANK NATIONAL ASSOCIATION, as Indenture
                                Trustee and Secured Party

                                By: /s/ Patricia M. Child
                                    ------------------------------------
                                    Name: Patricia M. Child
                                    Title: Vice President

                                U.S. BANK NATIONAL ASSOCIATION, as
                                Securities Intermediary

                                By: /s/ Patricia M. Child
                                    -------------------------------------
                                    Name: Patricia M. Child
                                    Title: Vice President

                                                               Control Agreement

                                       S-1

EX-10.8

                                                                    EXHIBIT 10.8

- --------------------------------------------------------------------------------

                                   NILT TRUST,
                                 as Transferor,

                                       and

                           NISSAN AUTO LEASING LLC II,
                                  as Transferee

                     --------------------------------------
                                SUBI CERTIFICATE
                               TRANSFER AGREEMENT

                          Dated as of October 29, 2003
                     --------------------------------------

- --------------------------------------------------------------------------------



                       SUBI CERTIFICATE TRANSFER AGREEMENT

         This SUBI Certificate Transfer Agreement, dated as of October 29, 2003,
is between NILT Trust, a Delaware statutory trust ("NILT Trust"), as transferor
(the "Transferor"), and Nissan Auto Leasing LLC II, a Delaware limited liability
company ("NALL II"), as transferee (the "Transferee").

                                    RECITALS

         A. Nissan-Infiniti LT (the "Titling Trust") is a Delaware statutory
trust governed by the Amended and Restated Trust and Servicing Agreement, dated
as of August 26, 1998 (the "Titling Trust Agreement"), by and among the NILT
Trust, as grantor and initial beneficiary (in such capacity, the "Grantor" and
the "UTI Beneficiary," respectively), Nissan Motor Acceptance Corporation, a
California corporation ("NMAC"), as Servicer (the "Servicer"), Wilmington Trust
Company, a Delaware banking corporation ("Wilmington Trust"), as Delaware
trustee ("Delware Trustee"), NILT, Inc., a Delaware corporation, as trustee (the
"Trustee"), and U.S. Bank National Association, a national banking association
("U.S. Bank"), as trust agent (the "Trust Agent");

         B. Pursuant to the Titling Trust Agreement, the purposes of the Titling
Trust include taking assignments and conveyances of and holding in trust various
assets (the "Trust Assets");

         C. NILT Trust, the Servicer, the Trustee, the Delaware Trustee and the
Trust Agent are entering into the 2003-A SUBI Supplement, dated as of October
29, 2003 (the "2003-A SUBI Supplement", and together with the Titling Trust
Agreement, the "SUBI Trust Agreement"), to (i) establish a special unit of
beneficial interest, the "2003-A SUBI" and (ii) identify and allocate certain
Trust Assets to the 2003-A SUBI;

         D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases
(the "2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the
"2003-A Vehicles"), and certain other related Trust Assets have been allocated
to the 2003-A SUBI;

         E. The Titling Trust has issued a certificate evidencing a 100%
beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate") to the
Transferor;

         F. The Transferor and the Transferee desire to provide for the sale,
transfer, and assignment by the Transferor to the Transferee, without recourse,
of all of the Transferor's right, title, and interest in the 2003-A SUBI
Certificate; and

         G. Immediately after the transfer and assignment of the 2003-A SUBI
Certificate to the Transferee, the Transferee shall sell, transfer, and assign
all of its right, title and interest in the 2003-A SUBI Certificate to the
Nissan Auto Lease Trust 2003-A in connection with a securitization.

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

                                             SUBI Certificate Transfer Agreement

                                        2



                                   ARTICLE ONE
                                   DEFINITIONS

         Section 1.01. Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among Nissan Auto Lease Trust
2003-A, as issuer (the "Issuer"), NILT Trust, as Grantor and Initial
Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer
and as administrative agent (in such capacity, the "Administrative Agent"), NALL
II, the Trustee, Wilmington Trust, as Delaware Trustee and owner trustee (in
such capacity, the "Owner Trustee") and U.S. Bank, as Trust Agent and indenture
trustee (in such capacity, the "Indenture Trustee").

         Section 1.02. Interpretive Provisions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Agreement include, as appropriate,
all genders and the plural as well as the singular, (ii) references to words
such as "herein", "hereof", and the like shall refer to this Agreement as a
whole and not to any particular part, Article, or Section within this Agreement,
(iii) the term "include" and all variations thereof shall mean "include without
limitation", (iv) the term "or" shall include "and/or", (v) the term "proceeds"
shall have the meaning ascribed thereto in the UCC, and (vi) any defined term
that relates to a document shall include within its definition any amendments,
modifications, renewals, restatements, extensions, supplements, or substitutions
that have been or are hereafter executed and delivered in accordance with the
terms thereof, except that references to the SUBI Trust Agreement include only
such items as relate to the 2003-A SUBI and the Titling Trust.

         Any reference in this 2003-A SUBI Certificate Transfer Agreement to any
agreement means such agreement as it may be amended, restated, supplemented
(only to the extent such agreement as supplemented relates to the Notes), or
otherwise modified from time to time, except that references to the SUBI Trust
Agreement include only such items as relate to the 2003-A SUBI and the Titling
Trust. Any reference in this 2003-A SUBI Certificate Transfer Agreement to any
law, statute, regulation, rule, or other legislative action shall mean such law,
statute, regulation, rule, or other legislative action as amended, supplemented,
or otherwise modified from time to time, and shall include any rule or
regulation promulgated thereunder. Any reference in this 2003-A SUBI Certificate
Transfer Agreement to a Person shall include the successor or assignee of such
Person.

                                   ARTICLE TWO
                       TRANSFER OF 2003-A SUBI CERTIFICATE

         Section 2.01. Transfer of 2003-A SUBI Certificate.

         In consideration of the Transferee's delivery to, or upon the order of,
the Transferor of $1,437,059,516.90 (the "Transfer Price") in cash by federal
wire transfer (same day) funds, of which an amount equal to approximately 15.89%
of the Transfer Price will represent the proceeds of a capital contribution from
NMAC to the Transferee, the Transferor hereby

                                             SUBI Certificate Transfer Agreement

                                        3



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"):

                  (i)      the 2003-A SUBI Certificate and the interest in the
         2003-A SUBI represented thereby, including all monies due and paid or
         to become due and paid or payable thereon or in respect thereof;

                  (ii)     all of the Transferor's rights and benefits as holder
         of the 2003-A SUBI Certificate under the Servicing Agreement and the
         SUBI Trust Agreement;

                  (iii)    the right to realize upon any property that underlies
         or may be deemed to secure the interest in the 2003-A SUBI represented
         by the 2003-A SUBI Certificate, as granted in the 2003-A SUBI
         Supplement and in the 2003-A SUBI Certificate;

                  (iv)     all general intangibles, chattel paper, instruments,
         documents, money, deposit accounts, certificates of deposit, securities
         accounts, investment property, financial assets, goods, letters of
         credit, letters of credit rights, advices of credit and uncertificated
         securities, and other property consisting of, arising from, or relating
         or credited to the foregoing; and

                  (v)      all cash and non-cash proceeds of all of the
         foregoing.

         Section 2.02. True Sale. The parties hereto intend that the sale,
transfer, and assignment of the Assets constitutes a true sale and assignment of
the Assets such that any interest in and title to the Assets would not be
property of the Transferor's estate in the event that the Transferor becomes a
debtor in a case under any bankruptcy law. To the extent that the conveyance of
the Assets hereunder is characterized by a court or similar governmental
authority as a financing, it is intended by the Transferor and the Transferee
that the interest conveyed constitutes a grant of a security interest under the
UCC as in effect in the State of Delaware by the Transferor to the Transferee to
secure the Transfer Price to the Transferor, which security interest shall be
perfected and of a first priority. The Transferor hereby grants to the
Transferee a security interest in all of its right, title, and privilege and
interest in and to the Assets and the parties hereto agree that this Agreement
constitutes a "security agreement" under all applicable laws.

         Section 2.03. Representations and Warranties of the Transferor and the
Transferee.

         (a) The Transferor hereby represents and warrants to the Transferee as
of the date of this Agreement and the Closing Date that:

                  (i)      Organization and Good Standing. The Transferor is a
         statutory trust duly formed, validly existing, and in good standing
         under the laws of the State of Delaware, and has the power and the
         authority to own its properties and to conduct its business as such
         properties are currently owned and such business is presently
         conducted, and had at all relevant times, and shall have, power,
         authority and legal right to acquire, own and sell the Assets.

                                             SUBI Certificate Transfer Agreement

                                        4



                  (ii)     Due Qualification. The Transferor is duly qualified
         to do business as a foreign business trust in good standing, and has
         obtained all necessary licenses and approvals in all jurisdictions in
         which the ownership or lease of property or the conduct of its business
         shall require such qualifications, except where the failure to have any
         such license, approval, or qualification would not have a Material
         Adverse Effect on the Transferor.

                  (iii)    Power and Authority. The Transferor has the power and
         authority to execute and deliver this Agreement and to carry out its
         terms; and the execution, delivery, and performance of this Agreement
         has been duly authorized by the Transferor by all necessary action.

                  (iv)     Binding Obligation. This Agreement constitutes a
         legal, valid, and binding obligation of the Transferor, enforceable
         against it in accordance with its terms, except as enforceability may
         be subject to or limited by bankruptcy, insolvency, reorganization,
         moratorium, liquidation, or other similar laws affecting the
         enforcement of creditors' rights in general and by general principles
         of equity, regardless of whether such enforceability shall be
         considered in a proceeding in equity or at law.

                  (v)      No Violation. The execution, delivery, and
         performance by the Transferor of this Agreement, the consummation of
         the transactions contemplated by this Agreement, and the fulfillment of
         the terms hereof do not (A) conflict with, or result in any breach of
         any of the terms and provisions of, or constitute (with or without
         notice or lapse of time) a default under the Transferor's trust
         agreement, or (B) conflict with or breach any of the material terms or
         provisions of, or constitute (with or without notice or lapse of time)
         a default under any indenture, agreement or other instrument to which
         the Transferor is a party or by which it may be bound or any of its
         properties are subject; or (C) result in the creation or imposition of
         any Lien upon any of its properties pursuant to the terms of any
         material indenture, agreement, or other instrument (other than as
         permitted by the Basic Documents); or (D) violate any law or, to the
         knowledge of the Transferor, any order, rule, or regulation applicable
         to it or its properties, or (E) contravene, violate, or result in a
         default under any judgment, injunction, order, decree, or other
         instrument of any court or of any federal or state regulatory body,
         administrative agency or other governmental instrumentality having
         jurisdiction over the Transferor or any of its properties, except to
         the extent that such contravention, violation, or default would not be
         likely to have a Material Adverse Effect.

                  (vi)     No Proceedings. There are no proceedings in which the
         Transferor has been served or, to the knowledge of the Transferor,
         proceedings or investigations that are pending or threatened in each
         case against the Transferor, before any court, regulatory body,
         administrative agency or other tribunal, or governmental
         instrumentality (A) asserting the invalidity of this Agreement, (B)
         seeking to prevent the consummation of any of the transactions
         contemplated by this Agreement or (C) seeking any determination or
         ruling that, in the reasonable judgment of the Transferor, could
         reasonably be expected to materially and adversely affect the
         performance by the Transferor of its obligations under this Agreement.

                                             SUBI Certificate Transfer Agreement

                                        5


                  (vii)    Title to 2003-A SUBI Certificate. Immediately prior
         to the transfer of the 2003-A SUBI Certificate pursuant to this
         Agreement, the Transferor (A) is the true and lawful owner of the
         2003-A SUBI Certificate and it has the legal right to transfer the
         2003-A SUBI Certificate, (B) has good and valid title to the 2003-A
         SUBI Certificate and the 2003-A SUBI Certificate is on the date hereof
         free and clear of all Liens and (C) will convey good, valid, and
         indefeasible title to the 2003-A SUBI Certificate to the Transferee
         under this Agreement.

         (b) The Transferee hereby represents and warrants to the Transferor as
of the date of this Agreement and the Closing Date that:

                  (i)      Organization and Good Standing. The Transferee is a
         limited liability company duly organized, validly existing, and in good
         standing under the laws of the State of Delaware, has the power and the
         authority to own its properties and to conduct its business as such
         properties are currently owned and such business is presently
         conducted, and had at all relevant times, and shall have, power,
         authority, and legal right to acquire, own and sell the Assets.

                  (ii)     Due Qualification. The Transferee is duly qualified
         to do business as a foreign limited liability company in good standing,
         and has obtained all necessary licenses and approvals in all
         jurisdictions in which the ownership or lease of property or the
         conduct of its business shall require such qualifications, except where
         the failure to have any such license, approval or qualification would
         not have a Material Adverse Effect on the condition, financial or
         otherwise, of the Transferee or would not have a Material Adverse
         Effect on the ability of the Transferee to perform its obligations
         under this Agreement.

                  (iii)    Power and Authority. The Transferee has the power and
         authority to execute and deliver this Agreement and to carry out its
         terms; and the execution, delivery, and performance of this Agreement
         has been duly authorized by the Transferee by all necessary action.

                  (iv)     Binding Obligation. This Agreement constitutes a
         legal, valid, and binding obligation of the Transferee, enforceable
         against it in accordance with its terms, except as enforceability may
         be subject to or limited by bankruptcy, insolvency, reorganization,
         moratorium, liquidation, or other similar laws affecting the
         enforcement of creditors' rights in general and by general principles
         of equity, regardless of whether such enforceability shall be
         considered in a proceeding in equity or at law.

                  (v)      No Violation. The execution, delivery, and
         performance of this Agreement by the Transferee and the consummation of
         the transactions contemplated by this Agreement and the fulfillment of
         the terms hereof do not (A) conflict with, result in any breach of any
         of the terms and provisions of, or constitute (with or without notice
         or lapse of time) a default under, the limited liability company
         agreement of the Transferee; or (B) conflict with or breach any of the
         material terms or provisions of, or constitute (with or without notice
         or lapse of time) a default under, any indenture, agreement, or other
         instrument to which the Transferee is a party or by which it may be
         bound or any of

                                             SUBI Certificate Transfer Agreement

                                        6



         its properties are subject; or (C) result in the creation or imposition
         of any Lien upon any of its properties pursuant to the terms of any
         material indenture, agreement, or other instrument (other than as
         permitted by the Basic Documents); or (D) violate any law or, to the
         knowledge of the Transferee, any order, rule, or regulation applicable
         to it or its properties; or (E) contravene, violate, or result in a
         default under any judgment, injunction, order, decree, or other
         instrument of any court or of any federal or state regulatory body,
         administrative agency, or other governmental instrumentality having
         jurisdiction over the Transferee or any of its properties, except to
         the extent that such contravention, violation, or default would not be
         likely to have a Material Adverse Effect.

                  (vi)     No Proceedings. There are no proceedings in which the
         Transferee has been served or, to the knowledge of the Transferee,
         proceedings or investigations that are pending or threatened, in each
         case against the Transferee, before any court, regulatory body,
         administrative agency, or other tribunal or governmental
         instrumentality (A) asserting the invalidity of this Agreement, (B)
         seeking to prevent the consummation of any of the transactions
         contemplated by this Agreement or (C) seeking any determination or
         ruling that, in the reasonable judgment of the Transferee, would
         materially and adversely affect the performance by the Transferee of
         its obligations under this Agreement.

         (c) The representations and warranties set forth in this Section shall
survive the sale of the Assets by the Transferor to the Transferee and the sale
of the Assets by the Transferee to the Trust. Upon discovery by the Transferor,
the Transferee, or the Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.

         Section 2.04. Financing Statement and Books and Records.

         (a) In connection with the conveyance of the Assets hereunder, the
Transferor agrees that prior to the Closing Date it will deliver to the
Transferee, with all requisite endorsements, the 2003-A SUBI Certificate and
will file, at its own expense, one or more financing statements with respect to
the Assets meeting the requirements of applicable state law in such manner as
necessary to perfect the sale of the Assets, and the proceeds thereof to the
Transferor (and any continuation statements as are required by applicable state
law), and to deliver a file-stamped copy of each such financing statement (or
continuation statement) or other evidence of such filings (which may, for
purposes of this Section 2.04, consist of telephone confirmation of such filings
with the file stamped copy of each such filing to be provided to the Transferee
in due course), as soon as is practicable after receipt by the Transferor
thereof.

         (b) The Transferor further agrees that it will treat the transfer of
the Assets as a sale for accounting purposes, take no actions inconsistent with
the Transferee's ownership of the Assets and on or prior to the Closing Date
indicate on its books, records, and statements that the Assets have been sold to
the Transferee.

         Section 2.05. Acceptance by the Transferee. The Transferee agrees to
comply with all covenants and restrictions applicable to a Holder of the 2003-A
SUBI Certificate and the interest in the 2003-A SUBI represented thereby,
whether set forth in the 2003-A SUBI Certificate, in

                                             SUBI Certificate Transfer Agreement

                                        7



the SUBI Trust Agreement, or otherwise, and assumes all obligations and
liabilities, if any, associated therewith.

         Section 2.06. Release of Claims. Pursuant to Section 3.04(b) of the
Titling Trust Agreement and Section 12.02(b) of the 2003-A SUBI Supplement, the
Transferee hereby covenants and agrees for the express benefit of each holder
from time to time of a UTI Certificate and any other SUBI Certificate that the
Transferee shall release all claims to the UTI Assets and the related Other SUBI
Assets, respectively, and, in the event such release is not given effect, to
subordinate fully all claims it may be deemed to have against the UTI Assets or
such Other SUBI Assets, as the case may be.

                                  ARTICLE THREE
                                  MISCELLANEOUS

         Section 3.01. Amendment. This Agreement may be amended from time to
time in a writing signed by the parties hereto.

         Section 3.02. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to any otherwise applicable principles of conflict of laws (other than Section
5-1401 of the New York General Obligations Law).

         Section 3.03. Severability. If one or more of the covenants,
agreements, or provisions of this Agreement shall be, for any reason whatever,
held invalid or unenforceable, such provisions shall be deemed severable from
the remaining covenants, agreements, and provisions of this Agreement, and such
invalidity or unenforceability shall in no way affect the validity or
enforceability of such remaining covenants, agreements, and provisions, or the
rights of any parties hereto. To the extent permitted by law, the parties hereto
waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.

         Section 3.04. Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their permitted
successors and assigns.

         The Transferor acknowledges and agrees that (a) (i) the Transferee may,
pursuant to the Trust SUBI Certificate Transfer Agreement, transfer and assign
the 2003-A SUBI and the 2003-A SUBI Assets represented thereby and assign its
rights under this Agreement to Nissan Auto Lease Trust 2003-A and (ii) the
representation, warranties, and covenants contained in this Agreement and the
rights of the Transferee under this Agreement are intended to benefit Nissan
Auto Lease Trust 2003-A; and (b) (i) Nissan Auto Lease Trust 2003-A may,
pursuant to the Indenture, pledge and grant a security interest in the 2003-A
SUBI and the 2003-A SUBI Assets represented thereby and assign its rights under
this Agreement to the Indenture Trustee and (ii) the representation, warranties,
and covenants contained in this Agreement and the rights of the Transferee under
this Agreement are intended to benefit the Indenture Trustee (for the benefit of
the holders of the Notes). The Transferor hereby consents to all such transfers,
assigns, pledges and grants.

         Section 3.05. Headings. The Article and Section headings are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

                                             SUBI Certificate Transfer Agreement

                                        8



         Section 3.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which counterparts shall together constitute but
one and the same instrument.

         Section 3.07. Further Assurances. Each party hereto shall do such acts,
and execute and deliver to the other party such additional documents or
instruments as may be reasonably requested, in order to effect the purposes of
this Agreement and to better assure and confirm unto the requesting party its
rights, powers and remedies hereunder.

         Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and each Holder of the
2003-A SUBI Certificate and each Registered Pledgee, who shall be considered
third-party beneficiaries hereof. Except as otherwise provided in this
Agreement, no other Person shall have any right or obligation hereunder.

         Section 3.09. No Petition. Each of the parties hereto covenants and
agrees that prior to the date that is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not institute against, or join any other Person in instituting against
any other party hereto, any Grantor, the Owner Trustee, the Trustee, any Special
Purpose Affiliate, any member of a Special Purpose Affiliate that is a limited
liability company, or the trustee of the Grantor, any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law.

                  This Section shall survive the complete or partial termination
of this Agreement, the resignation or removal or the Trustee and the complete or
partial resignation or removal of the Servicer.

         Section 3.10. No Recourse. It is expressly understood and agreed by the
parties hereto that (a) this Agreement is executed and delivered by U.S. Bank,
not individually or personally, but solely as trustee of NILT Trust, in the
exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings, and agreements herein made on the part of the
Transferor, as it relates to NILT Trust, is made and intended not as personal
representations, undertakings, and agreements by U.S. Bank, but is made and
intended for the purpose of binding only NILT Trust, (c) nothing herein
contained shall be construed as creating any liability on U.S. Bank,
individually or personally, to perform any covenant, either expressed or
implied, contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any Person claiming by, through or under the parties
hereto, and (d) under no circumstances shall U.S. Bank be personally liable for
the payment of any indebtedness or expenses of NILT Trust under this Agreement
or any other related documents.

                                             SUBI Certificate Transfer Agreement

                                        9



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers duly authorized as of the day and
year first above written.

                                            NILT TRUST, as Transferor

                                            By: U.S. BANK NATIONAL ASSOCIATION,
                                                  as Managing Trustee

                                                By: /s/ Patricia M. Child
                                                    ---------------------------
                                                Name: Patricia M. Child
                                                Title: Vice President

                                            NISSAN AUTO LEASING LLC II, as
                                            Transferee

                                            By: /s/ Joji Tagawa
                                                -------------------------------
                                                Name:  Joji Tagawa
                                                Title: Treasurer

                                             SUBI Certificate Transfer Agreement

                                       S-1

EX-10.9

                                                                    EXHIBIT 10.9

- --------------------------------------------------------------------------------

                           NISSAN AUTO LEASING LLC II,
                                 as Transferor,

                                       and

                         NISSAN AUTO LEASE TRUST 2003-A,
                                  as Transferee

                           ---------------------------

                             TRUST SUBI CERTIFICATE
                               TRANSFER AGREEMENT

                          Dated as of October 29, 2003

                           ---------------------------

- --------------------------------------------------------------------------------



                                                                                                    
ARTICLE ONE     DEFINITIONS...................................................................         2

    Section 1.01.    Definitions..............................................................         2

    Section 1.02.    Interpretive Provisions..................................................         2

ARTICLE TWO     TRANSFER OF 2003-A SUBI CERTIFICATE...........................................         3

    Section 2.01.    Transfer of 2003-A SUBI Certificate......................................         3

    Section 2.02.    True Sale................................................................         3

    Section 2.03.    Representations and Warranties of the Transferor and the Transferee......         3

    Section 2.04.    Financing Statement and Books and Records................................         6

    Section 2.05.    Acceptance by the Transferee.............................................         7

    Section 2.06.    Release of Claims........................................................         7

ARTICLE THREE   MISCELLANEOUS.................................................................         7

    Section 3.01.    Amendment................................................................         7

    Section 3.02.    Governing Law............................................................         7

    Section 3.03.    Severability.............................................................         7

    Section 3.04.    Binding Effect...........................................................         7

    Section 3.05.    Headings.................................................................         8

    Section 3.06.    Counterparts.............................................................         8

    Section 3.07.    Further Assurances.......................................................         8

    Section 3.08.    Third-Party Beneficiaries................................................         8

    Section 3.09.    No Petition..............................................................         8

    Section 3.10.    Limitation of Liability of Owner Trustee.................................         8





                    TRUST SUBI CERTIFICATE TRANSFER AGREEMENT

         This Trust SUBI Certificate Transfer Agreement, dated as of October 29,
2003, is between Nissan Auto Leasing LLC II, a Delaware limited liability
company ("NALL II"), as transferor (the "Transferor"), and Nissan Auto Lease
Trust 2003-A, a Delaware statutory trust (the "Trust"), as transferee (in such
capacity, the "Transferee").

                                    RECITALS

         A. Nissan-Infiniti LT (the "Titling Trust") is a Delaware statutory
trust governed by the Amended and Restated Trust and Servicing Agreement, dated
as of August 26, 1998 (the "Titling Trust Agreement"), among NILT Trust, a
Delaware statutory trust ("NILT Trust"), as grantor and initial beneficiary (in
such capacity, the "Grantor" and the "UTI Beneficiary", respectively), Nissan
Motor Acceptance Corporation, a California corporation ("NMAC"), as servicer
(the "Servicer"), Wilmington Trust Company, a Delaware banking corporation
("Wilmington Trust"), as Delaware trustee (the "Delaware Trustee"), NILT, Inc.,
a Delaware corporation, as trustee (the "Trustee"), and U.S. Bank National
Association, a national banking association ("U.S. Bank"), as trust agent (the
"Trust Agent");

         B. Pursuant to the Titling Trust Agreement, the purposes of the Titling
Trust include taking assignments and conveyances of and holding in trust various
assets (the "Trust Assets");

         C. The Grantor, UTI Beneficiary, the Transferor, the Servicer, the
Trustee, the Delaware Trustee and the Trust Agent are entering into the 2003-A
SUBI Supplement, dated as of October 29, 2003 (the "2003-A SUBI Supplement", and
together with the Titling Trust Agreement, the "SUBI Trust Agreement), to (i)
establish a special unit of beneficial interest (the "2003-A SUBI") and (ii)
identify and allocate certain Trust Assets to the 2003-A SUBI;

         D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases
(the "2003-A Leases"), the vehicles that are leased under the 2003-A Leases (the
"2003-A Vehicles"), and certain other related Trust Assets have been allocated
to the 2003-A SUBI;

         E. The Titling Trust has issued a certificate evidencing a 100%
beneficial interest in the 2003-A SUBI (the "2003-A SUBI Certificate") to NILT
Trust;

         F. NILT Trust has transferred and assigned, without recourse, all of
its right, title, and interest in and to the 2003-A SUBI Certificate to the
Transferor pursuant to the SUBI Certificate Transfer Agreement, dated as of
October 29, 2003 (the "SUBI Certificate Transfer Agreement"), between NILT Trust
and the Transferor;

         G. The Trust was formed pursuant to a trust agreement, dated as of May
13, 2003, as amended and restated as of October 29, 2003 (the "Trust
Agreement"), between the Transferor and Wilmington Trust, as owner trustee (the
"Owner Trustee");

         H. The Transferor and the Transferee desire to provide for the transfer
and assignment by the Transferor to the Transferee, without recourse, of all of
the Transferor's right, title, and interest in and to the 2003-A SUBI
Certificate; and

                                       Trust SUBI Certificate Transfer Agreement



         I. Immediately after the transfer and assignments of the 2003-A SUBI
Certificate to the Trust, the Trust shall pledge the 2003-A SUBI Certificate to
U.S. Bank, as indenture trustee (the "Indenture Trustee") pursuant to an
indenture, dated as of October 29, 2003 (the "Indenture"), between the Trust and
the Indenture Trustee.

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

                                   ARTICLE ONE

                                   DEFINITIONS

         Section 1.01. Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of October 29, 2003, by and among the Trust, as issuer
(the "Issuer"), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust,
NMAC, in its individual capacity, as Servicer and as administrative agent (in
such capacity, the "Administrative Agent"), NALL II, the Trustee, Wilmington
Trust, as Delaware Trustee and Owner Trustee, and U.S. Bank, as Trust Agent and
Indenture Trustee.

         Section 1.02. Interpretive Provisions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Agreement include, as appropriate,
all genders and the plural as well as the singular, (ii) references to words
such as "herein", "hereof", and the like shall refer to this Agreement as a
whole and not to any particular part, Article, or Section within this Agreement,
(iii) the term "include" and all variations thereof shall mean "include without
limitation", (iv) the term "or" shall include "and/or", (v) the term "proceeds"
shall have the meaning ascribed thereto in the UCC, and (vi) any defined term
that relates to a document shall include within its definition any amendments,
modifications, renewals, restatements, extensions, supplements, or substitutions
that have been or are hereafter executed and delivered in accordance with the
terms thereof, except that references to the SUBI Trust Agreement include only
such items as relate to the 2003-A SUBI and the Titling Trust.

         Any reference in this 2003-A Trust SUBI Certificate Transfer Agreement
to any agreement means such agreement as it may be amended, restated,
supplemented (only to the extent such agreement as supplemented relates to the
Notes), or otherwise modified from time to time, except that references to the
SUBI Trust Agreement include only such items as relate to the 2003-A SUBI and
the Titling Trust. Any reference in this 2003-A Trust SUBI Certificate Transfer
Agreement to any law, statute, regulation, rule, or other legislative action
shall mean such law, statute, regulation, rule, or other legislative action as
amended, supplemented, or otherwise modified from time to time, and shall
include any rule or regulation promulgated thereunder. Any reference in this
2003-A Trust SUBI Certificate Transfer Agreement to a Person shall include the
successor or assignee of such Person.

                                       Trust SUBI Certificate Transfer Agreement

                                        2



                                   ARTICLE TWO

                       TRANSFER OF 2003-A SUBI CERTIFICATE

         Section 2.01. Transfer of 2003-A SUBI Certificate. In consideration of
the Transferee's delivery to, or upon the order of, the Transferor of the Notes
and the Certificate, the Transferor hereby absolutely sells, transfers, assigns,
and otherwise conveys to the Transferee, without recourse, and the Transferee
does hereby purchase and acquire all of the Transferor's right, title, and
interest in and to the following (collectively, the "Assets"):

                  (i)      the 2003-A SUBI Certificate and the interest in the
         2003-A SUBI represented thereby, including all monies due and paid or
         to become due and paid or payable thereon or in respect thereof;

                  (ii)     all of the Transferor's rights and benefits as holder
         of the 2003-A SUBI Certificate under the Servicing Agreement and the
         SUBI Trust Agreement;

                  (iii)    the right to realize upon any property that underlies
         or may be deemed to secure the interest in the 2003-A SUBI represented
         by the 2003-A SUBI Certificate, as granted in the 2003-A SUBI
         Supplement and in the 2003-A SUBI Certificate;

                  (iv)     all general intangibles, chattel paper, instruments,
         documents, money, deposit accounts, certificates of deposit, securities
         accounts, investment property, financial assets, goods, letters of
         credit, letters of credit rights, advices of credit and uncertificated
         securities, and other property consisting of, arising from, or relating
         or credited to the foregoing;

                  (v)      all rights of the Transferor under the SUBI
         Certificate Transfer Agreement; and

                  (vi)     all cash and non-cash proceeds of all of the
         foregoing.

         Section 2.02. True Sale. The parties hereto intend that the sale,
transfer, and assignment of the Assets constitutes a true sale and assignment of
the Assets such that any interest in and title to the Assets would not be
property of the Transferor's estate in the event that the Transferor becomes a
debtor in a case under any bankruptcy law. To the extent that the conveyance of
the Assets hereunder is characterized by a court or similar governmental
authority as a financing, it is intended by the Transferor and the Transferee
that the interest conveyed constitutes a grant of a security interest under the
UCC as in effect in the State of Delaware by the Transferor to the Transferee to
secure the Transfer Price to the Transferor, which security interest shall be
perfected and of a first priority. The Transferor hereby grants to the
Transferee a security interest in all of its right, title, and privilege and
interest in and to the Assets and the parties hereto agree that this Agreement
constitutes a "security agreement" under all applicable laws.

         Section 2.03. Representations and Warranties of the Transferor and the
Transferee.

         (a)      The Transferor hereby represents and warrants to the
Transferee as of the date of this Agreement and the Closing Date that:

                                       Trust SUBI Certificate Transfer Agreement

                                        3



                  (i)      Organization and Good Standing. The Transferor is a
         limited liability company duly formed, validly existing, and in good
         standing under the laws of the State of Delaware, and has the power and
         the authority to own its properties and to conduct its business as such
         properties are currently owned and such business is presently
         conducted, and had at all relevant times, and shall have, the power,
         the authority, and the legal right to acquire, own, and sell the
         Assets.

                  (ii)     Due Qualification. The Transferor is duly qualified
         to do business as a foreign limited liability company in good standing,
         and has obtained all necessary licenses and approvals in all
         jurisdictions in which the ownership or lease of property or the
         conduct of its business shall require such qualifications, except where
         the failure to have any such license, approval, or qualification would
         not have a Material Adverse Effect on the condition, financial or
         otherwise, of the Transferor or would not have a Material Adverse
         Effect on the ability of the Transferor to perform its obligations
         under this Agreement.

                  (iii)    Power and Authority. The Transferor has the power and
         the authority to execute and deliver this Agreement and to carry out
         its terms; and the execution, delivery and performance of this
         Agreement has been duly authorized by the Transferor by all necessary
         action.

                  (iv)     Binding Obligation. This Agreement constitutes a
         legal, valid, and binding obligation of the Transferor, enforceable
         against it in accordance with its terms, except as enforceability may
         be subject to or limited by bankruptcy, insolvency, reorganization,
         moratorium, liquidation, or other similar laws affecting the
         enforcement of creditors' rights in general and by general principles
         of equity, regardless of whether such enforceability shall be
         considered in a proceeding in equity or at law.

                  (v)      No Violation. The execution, delivery, and
         performance by the Transferor of this Agreement, the consummation of
         the transactions contemplated by this Agreement, and the fulfillment of
         the terms hereof shall not (A) conflict with, result in any breach of
         any of the terms and provisions of, or constitute (with or without
         notice or lapse of time) a default under, the limited liability company
         agreement of the Transferor, or (B) conflict with or breach any of the
         material terms or provisions of, or constitute (with or without notice
         or lapse of time) a default under, any indenture, agreement or other
         instrument to which the Transferor is a party or by which it may be
         bound or any of its properties are subject; or (C) result in the
         creation or imposition of any Lien upon any of its properties pursuant
         to the terms of any material indenture, agreement, or other instrument
         (other than as permitted by the Basic Documents); or (D) violate any
         law or, to the knowledge of the Transferor, any order, rule or
         regulation applicable to it or its properties, or (E) contravene,
         violate, or result in a default under any judgment, injunction, order,
         decree, or other instrument of any court or of any federal or state
         regulatory body, administrative agency, or other governmental
         instrumentality having jurisdiction over the Transferor or any of its
         properties, except to the extent that such contravention, violation, or
         default would not be likely to have a Material Adverse Effect.

                                       Trust SUBI Certificate Transfer Agreement

                                        4



                  (vi)     No Proceedings. There are no proceedings in which the
         Transferor has been served or investigations pending or, to the
         knowledge of the Transferor, proceedings or investigations that are
         pending or threatened, in each case against the Transferor, before any
         court, regulatory body, administrative agency or other tribunal, or
         governmental instrumentality (A) asserting the invalidity of this
         Agreement, (B) seeking to prevent the consummation of any of the
         transactions contemplated by this Agreement or (C) seeking any
         determination or ruling that, in the reasonable judgment of the
         Transferor, would materially and adversely affect the performance by
         the Transferor of its obligations under this Agreement.

                  (vii)    Title to 2003-A SUBI Certificate. Immediately prior
         to the transfer of the 2003-A SUBI Certificate pursuant to this
         Agreement, the Transferor (A) is the true and lawful owner of the
         2003-A SUBI Certificate and has the legal right to transfer the 2003-A
         SUBI Certificate, (B) has good and valid title to the 2003-A SUBI
         Certificate and the 2003-A SUBI Certificate is on the date hereof free
         and clear of all Liens and (C) will convey good, valid, and
         indefeasible title to the 2003-A SUBI Certificate to the Transferee
         under this Agreement.

         (b)      The Transferee hereby represents and warrants to the
Transferor as of the date of this Agreement and the Closing Date that:

                  (i)      Organization and Good Standing. The Transferee is a
         statutory trust duly formed, validly existing, and in good standing
         under the laws of the State of Delaware, and has the power and the
         authority to own its properties and to conduct its business as such
         properties are currently owned and such business is presently
         conducted, and had at all relevant times, and shall have, the power,
         the authority and the legal right to acquire, own and sell the Assets.

                  (ii)     Due Qualification. The Transferee is duly qualified
         to do business as a foreign trust in good standing, and has obtained
         all necessary licenses and approvals in all jurisdictions in which the
         ownership or lease of property or the conduct of its business shall
         require such qualifications, except where the failure to have any such
         license, approval, or qualification would not have a Material Adverse
         Effect on Transferee.

                  (iii)    Power and Authority. The Transferee has the power and
         the authority to execute and deliver this Agreement and to carry out
         its terms; and the execution, delivery and performance of this
         Agreement has been duly authorized by the Transferee by all necessary
         action.

                  (iv)     Binding Obligation. This Agreement constitutes a
         legal, valid, and binding obligation of the Transferee, enforceable
         against it in accordance with its terms, except as enforceability may
         be subject to or limited by bankruptcy, insolvency, reorganization,
         moratorium, liquidation, or other similar laws affecting the
         enforcement of creditors' rights in general and by general principles
         of equity, regardless of whether such enforceability shall be
         considered in a proceeding in equity or at law.

                                       Trust SUBI Certificate Transfer Agreement

                                        5



                  (v)      No Violation. The execution, delivery, and
         performance of this Agreement by the Transferee and the consummation of
         the transactions contemplated by this Agreement and the fulfillment of
         the terms hereof do not (A) conflict with, result in any breach of any
         of the terms and provisions of, or constitute (with or without notice
         or lapse of time) a default under, the Trust Agreement of the
         Transferee, or (B) conflict with or breach any of the material terms or
         provisions of, or constitute (with or without notice or lapse of time)
         a default under, any indenture, agreement or other instrument to which
         the Transferee is a party or by which it may be bound or any of its
         properties are subject; or (C) result in the creation or imposition of
         any Lien upon any of its properties pursuant to the terms of any
         material indenture, agreement or other instrument (other than as
         permitted by the Basic Documents); or (D) violate any law or, to the
         knowledge of the Transferee, any order, rule or regulation applicable
         to it or its properties, or (E) contravene, violate, or result in a
         default under any judgment, injunction, order, decree, or other
         instrument of any court or of any federal or state regulatory body,
         administrative agency, or other governmental instrumentality having
         jurisdiction over the Transferee or any of its properties, except to
         the extent that such contravention, violation, or default would not be
         likely to have a Material Adverse Effect.

                  (vi)     No Proceedings. There are no proceedings in which the
         Transferee has been served or, to the knowledge of the Transferee,
         proceedings or investigations that are pending or threatened, in each
         case against the Transferee, before any court, regulatory body,
         administrative agency or other tribunal or governmental instrumentality
         (A) asserting the invalidity of this Agreement, (B) seeking to prevent
         the consummation of any of the transactions contemplated by this
         Agreement or (C) seeking any determination or ruling that, in the
         reasonable judgment of the Transferee, could be expected to materially
         and adversely affect the performance by the Transferee of its
         obligations under this Agreement.

         (c)      The representations and warranties set forth in this Section
shall survive the sale of the Assets by the Transferor to the Transferee and the
sale of the Assets by the Transferee to the Trust. Upon discovery by the
Transferor, the Transferee, or the Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.

         Section 2.04. Financing Statement and Books and Records.

         (a)      In connection with the conveyance of the Assets hereunder, the
Transferor agrees that prior to the Closing Date it will deliver to the
Transferee, with all requisite endorsements, the 2003-A SUBI Certificate and
will file, at its own expense, one or more financing statements with respect to
the Assets meeting the requirements of applicable state law in such manner as
necessary to perfect the sale of the Assets, and the proceeds thereof to the
Transferor (and any continuation statements as are required by applicable state
law), and to deliver a file-stamped copy of each such financing statement (or
continuation statement) or other evidence of such filings (which may, for
purposes of this Section 2.04, consist of telephone confirmation of such filings
with the file stamped copy of each such filing to be provided to the Transferee
in due course), as soon as is practicable after receipt by the Transferor
thereof.

                                       Trust SUBI Certificate Transfer Agreement

                                        6



         (b)      The Transferor further agrees that it will treat the transfer
of the Assets as a sale for accounting purposes, take no actions inconsistent
with the Transferee's ownership of the Assets and on or prior to the Closing
Date indicate on its books, records and statements that the Assets have been
sold to the Transferee.

         Section 2.05. Acceptance by the Transferee. The Transferee agrees to
comply with all covenants and restrictions applicable to a Holder of the 2003-A
SUBI Certificate and the interest in the 2003-A SUBI represented thereby,
whether set forth in the 2003-A SUBI Certificate, in the SUBI Trust Agreement or
otherwise, and assumes all obligations and liabilities, if any, associated
therewith.

         Section 2.06. Release of Claims. Pursuant to Section 3.04(b) of the
Titling Trust Agreement and Section 12.02(b) of the 2003-A SUBI Supplement, the
Transferee hereby covenants and agrees for the express benefit of each holder
from time to time of a UTI Certificate and any other SUBI Certificate that the
Transferee shall release all claims to the UTI Assets and the related Other SUBI
Assets, respectively, and, in the event such release is not given effect, to
subordinate fully all claims it may be deemed to have against the UTI Assets or
such Other SUBI Assets, as the case may be.

                                  ARTICLE THREE

                                  MISCELLANEOUS

         Section 3.01. Amendment. This Agreement may be amended from time to
time in a writing signed by the parties hereto.

         Section 3.02. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to any otherwise applicable principles of conflict of laws (other than Section
5-1401 of the New York General Obligations Law).

         Section 3.03. Severability. If one or more of the covenants,
agreements, or provisions of this Agreement shall be for any reason whatever
held invalid or unenforceable, such provisions shall be deemed severable from
the remaining covenants, agreements, and provisions of this Agreement, and such
invalidity or unenforceability shall in no way affect the validity or
enforceability of such remaining covenants, agreements and provisions, or the
rights of any parties hereto. To the extent permitted by law, the parties hereto
waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.

         Section 3.04. Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their permitted
successors and assigns.

         The Transferor acknowledges and agrees that (a) the Transferee may,
pursuant to the Indenture, pledge and grant a security interest in the 2003-A
SUBI and the 2003-A SUBI Assets represented thereby and assign is rights under
this Agreement to the Indenture Trustee (for the benefit of the holders of the
Notes) and (b) the representation, warranties, and covenants contained in this
Agreement and the rights of the Transferee under this Agreement are intended

                                       Trust SUBI Certificate Transfer Agreement

                                        7



to benefit the Indenture Trustee (for the benefit of the holders of the Notes).
The Transferor hereby consents to all such pledges and grants.

         Section 3.05. Headings. The Article and Section headings are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

         Section 3.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which counterparts shall together constitute but
one and the same instrument.

         Section 3.07. Further Assurances. Each party hereto shall do such acts,
and execute and deliver to the other party such additional documents or
instruments as may be reasonably requested, in order to effect the purposes of
this Agreement and to better assure and confirm unto the requesting party its
rights, powers and remedies hereunder.

         Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and each Holder of the
2003-A SUBI Certificate and each Registered Pledgee, who shall be considered
third-party beneficiaries hereof. Except as otherwise provided in this
Agreement, no other Person shall have any right or obligation hereunder.

         Section 3.09. No Petition. Each of the parties hereto covenants and
agrees that prior to the date that is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not institute against, or join any other Person in instituting against
any other party hereto, any Grantor, the Owner Trustee, the Trustee, any Special
Purpose Affiliate, any member of a Special Purpose Affiliate that is a limited
liability company or the trustee of the Grantor that is a partnership, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceedings under any federal or state bankruptcy or similar law.

         This Section shall survive the complete or partial termination of this
Agreement, the resignation or removal of the Trustee and the complete or partial
resignation or removal of the Servicer.

         Section 3.10. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by Wilmington Trust Company not in its individual capacity but
solely in its capacity as Owner Trustee of the Trust and in no event shall
Wilmington Trust Company in its individual capacity or any beneficial owner of
the Trust have any liability for the representations, warranties, covenants,
agreements, or other obligations of the Trust hereunder, as to all of which
recourse shall be had solely to the assets of the Trust. For all purposes of
this Agreement, in the performance of any duties or obligations of the Trust
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles Six, Seven, and Ten of the Trust
Agreement.

                                       Trust SUBI Certificate Transfer Agreement

                                        8



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers duly authorized as of the day and
year first above written.

                                            NISSAN AUTO LEASING LLC II, as
                                            Transferor

                                            By: /s/ Joji Tagawa
                                                -----------------------------
                                                Name:  Joji Tagawa
                                                Title: Treasurer

                                            NISSAN AUTO LEASE TRUST 2003-A,
                                            as Transferee

                                            By: WILMINGTON TRUST COMPANY,
                                                not in its individual capacity,
                                                but solely as Owner Trustee

                                                By: /s/ Anita E. Dallago
                                                    --------------------------
                                                Name: Anita E. Dallago
                                                Title: Senior Financial Services
                                                       Officer

                                       Trust SUBI Certificate Transfer Agreement

                                       S-1