8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): September 28, 2011

NISSAN AUTO LEASE TRUST 2011-B

(Exact name of Issuing Entity as specified in its charter with respect to the Notes)

NISSAN AUTO LEASING LLC II

(Exact name of Depositor as specified in its charter and Transferor of the SUBI Certificate to the Issuing Entity)

NISSAN-INFINITI LT

(Exact name of Issuer as specified in its charter with respect to the SUBI Certificate)

DELAWARE	333-170956-03	38-6999440
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)

ONE NISSAN WAY
ROOM 5-124
FRANKLIN, TENNESSEE	37067
(Address of principal executive offices)	(Zip Code)

(615) 725-1127
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01. Entry into a Material Definitive Agreement
	ITEM 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-4.1
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8

ITEM 1.01. Entry into a Material Definitive Agreement

     On September 28, 2011 (the “Closing Date”), NILT Inc. (defined below) created a special unit of beneficial interest (the “2011-B SUBI”) in specified assets of Nissan-Infiniti LT, a Delaware statutory trust (“Nissan-Infiniti LT”), including certain closed-end retail vehicle lease contracts (the “Leases”), the related Nissan and Infiniti vehicles leased under the Leases (the “Leased Vehicles”) and related property (collectively, the “2011-B SUBI Assets”) pursuant to the Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, by and among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (“NILT, Inc.”), Wilmington Trust Company, as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent, as supplemented by a 2011-B SUBI Supplement dated as of the Closing Date (the “2011-B SUBI Supplement”). Also on the Closing Date, NMAC, as servicer, Nissan-Infiniti LT and NILT Trust entered into a 2011-B SUBI Servicing Supplement, dated as of the Closing Date (the “2011-B SUBI Servicing Supplement”) and supplementing the Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the 2011-B SUBI Assets. In connection with the creation of the 2011-B SUBI, Nissan-Infiniti LT issued to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2011-B SUBI (the “2011-B SUBI Certificate”). On the Closing Date, NILT Trust sold the 2011-B SUBI Certificate to NALL II pursuant to a SUBI Certificate Transfer Agreement by and between NILT Trust, as transferor, and NALL II, as transferee. NALL II further sold the 2011-B SUBI Certificate to Nissan Auto Lease Trust 2011-B, a Delaware statutory trust (the “Trust”), pursuant to a Trust SUBI Certificate Transfer Agreement by and between NALL II, as transferor, and the Trust, as transferee. The Issuing Entity was created pursuant to a Trust Agreement, dated as of August 31, 2011, as amended and restated by the Amended and Restated Trust Agreement, dated as of the Closing Date (the “Amended and Restated Trust Agreement”), by and between NALL II, as transferor, and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). On the Closing Date, the Issuing Entity caused the issuance, pursuant to an Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee (the “Indenture Trustee”), of the Notes. The Issuing Entity, 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 the Closing Date (the “Trust Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. Also on the Closing Date, the Issuing Entity, the Indenture Trustee, and U.S. Bank, in its capacity as securities intermediary (the “Securities Intermediary”), entered into a Control Agreement, dated as of the Closing Date (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 $970,000,000, will be sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of several underwriters (the “Underwriters”), pursuant to the Underwriting Agreement. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3, as amended (Commission File No. 333-170956). With respect to the foregoing transactions, the Issuing Entity, 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, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee, entered into that certain Agreement of Definitions, dated as of the Closing Date (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 2011-B SUBI Supplement, as Exhibit 10.3 is the 2011-B Servicing Supplement, as Exhibit 10.4 is the Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.5 is the Trust Administration Agreement, as Exhibit 10.6 is the Control Agreement, as Exhibit 10.7 is the SUBI Certificate Transfer Agreement, and as Exhibit 10.8 is the Trust SUBI Certificate Transfer Agreement.

ITEM 9.01. Financial Statements and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of September 28, 2011, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.
Exhibit 10.1	Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, 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, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee.
Exhibit 10.2	2011-B SUBI Supplement, dated as of September 28, 2011, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent.
Exhibit 10.3	2011-B SUBI Servicing Supplement, dated as of September 28, 2011, 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 Issuing Entity, dated as of September 28, 2011, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee.
Exhibit 10.5	Trust Administration Agreement, dated as of September 28, 2011, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
Exhibit 10.6	Control Agreement, dated as of September 28, 2011, by and among the Issuing Entity, U.S. Bank, as Indenture Trustee and secured party, and U.S. Bank, as Securities Intermediary.
Exhibit 10.7	SUBI Certificate Transfer Agreement, dated as of September 28, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee.
Exhibit 10.8	Trust SUBI Certificate Transfer Agreement, dated as of September 28, 2011, by and between NALL II, as transferor, and the Issuing Entity, as transferee.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2011	NISSAN AUTO LEASING LLC II
	By:	/s/ Mark F. Wilten
		Name:	Mark F. Wilten
		Title:	Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of September 28, 2011, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.
Exhibit 10.1	Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, 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, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee.
Exhibit 10.2	2011-B SUBI Supplement, dated as of September 28, 2011, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent.
Exhibit 10.3	2011-B SUBI Servicing Supplement, dated as of September 28, 2011, 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 Issuing Entity, dated as of September 28, 2011, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee.
Exhibit 10.5	Trust Administration Agreement, dated as of September 28, 2011, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
Exhibit 10.6	Control Agreement, dated as of September 28, 2011, by and among the Issuing Entity, U.S. Bank, as Indenture Trustee and secured party, and U.S. Bank, as Securities Intermediary.
Exhibit 10.7	SUBI Certificate Transfer Agreement, dated as of September 28, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee.
Exhibit 10.8	Trust SUBI Certificate Transfer Agreement, dated as of September 28, 2011, by and between NALL II, as transferor, and the Issuing Entity, as transferee.

EX-4.1

Exhibit 4.1

NISSAN AUTO LEASE TRUST 2011-B

$156,000,000
0.34985% Asset Backed Notes, Class A-1

$378,000,000
LIBOR + 0.18% Asset Backed Notes, Class A-2

$351,000,000
0.92% Asset Backed Notes, Class A-3

$85,000,000
1.10% Asset Backed Notes, Class A-4

NISSAN AUTO LEASE TRUST 2011-B

and

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee

INDENTURE

Dated as of September 28, 2011

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		6
SECTION 2.06 Persons Deemed Owners		6
SECTION 2.07 Cancellation		7
SECTION 2.08 Release of Collateral		7
SECTION 2.09 Book-Entry Notes		7
SECTION 2.10 Notices to Clearing Agency		8
SECTION 2.11 Definitive Notes		8
SECTION 2.12 Authenticating Agents		9
SECTION 2.13 Tax Treatment		9
SECTION 2.14 Calculation Agent		10
ARTICLE THREE COVENANTS		10
SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Depositor		10
SECTION 3.02 Maintenance of Office or Agency		10
SECTION 3.03 Money for Payments to be Held in Trust		11
SECTION 3.04 Existence		12
SECTION 3.05 Protection of Owner Trust Estate		13
SECTION 3.06 Opinions as to Owner Trust Estate		13
SECTION 3.07 Performance of Obligations; Servicing of the 2011-B SUBI Assets		14
SECTION 3.08 Negative Covenants		15
SECTION 3.09 Annual Statement as to Compliance		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 2011-B SUBI Certificate		16
SECTION 3.14 Compliance with Laws		17
SECTION 3.15 Issuing Entity May Consolidate, etc., Only on Certain Terms		17
SECTION 3.16 Successor or Transferee		19
SECTION 3.17 Removal of the Administrative Agent		19
SECTION 3.18 Perfection Representations		19

i

	Page
SECTION 3.19 Securities Exchange Act Filings		19
SECTION 3.20 Regulation AB Representations, Warranties and Covenants		20
ARTICLE FOUR SATISFACTION AND DISCHARGE		20
SECTION 4.01 Satisfaction and Discharge of Indenture		20
SECTION 4.02 Application of Trust Money		21
SECTION 4.03 Repayment of Monies Held by Paying Agent		21
ARTICLE FIVE INDENTURE DEFAULT		21
SECTION 5.01 Indenture Defaults		21
SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default		23
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 Collateral		27
SECTION 5.06 Limitation of Suits		27
SECTION 5.07 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 Collateral		30
ARTICLE SIX THE INDENTURE TRUSTEE		30
SECTION 6.01 Duties of Indenture Trustee		30
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		33
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 2011-B SUBI Certificate		38
SECTION 6.13 Representations and Warranties of Indenture Trustee		38
SECTION 6.14 Furnishing of Documents		39
SECTION 6.15 Preferred Collection of Claims Against Issuer		39
ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS		39
SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses		39

ii

	Page
SECTION 7.02 Preservation of Information; Communications to Noteholders		40
SECTION 7.03 Reports by Issuing Entity		40
SECTION 7.04 Reports by Indenture Trustee		41
SECTION 7.05 Indenture Trustee Website		41
SECTION 7.06 Information to be Provided by the Indenture Trustee		41
ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES		41
SECTION 8.01 Collection of Money		41
SECTION 8.02 Accounts		42
SECTION 8.03 Payment Date Certificate		43
SECTION 8.04 Disbursement of Funds		44
SECTION 8.05 General Provisions Regarding Accounts		48
SECTION 8.06 Release of Owner Trust Estate		49
SECTION 8.07 Release of Interest In 2011-B Leases and 2011-B Vehicles Upon Purchase or Reallocation by the Servicer		49
SECTION 8.08 Opinion of Counsel		50
ARTICLE NINE SUPPLEMENTAL INDENTURES		50
SECTION 9.01 Supplemental Indentures Without Consent of Noteholders		50
SECTION 9.02 Supplemental Indentures With Consent of Noteholders		52
SECTION 9.03 Execution of Supplemental Indentures		53
SECTION 9.04 Effect of Supplemental Indenture		53
SECTION 9.05 Reference in Notes to Supplemental Indentures		53
ARTICLE TEN REDEMPTION OF NOTES		54
SECTION 10.01 Redemption		54
SECTION 10.02 Form of Redemption Notice		54
SECTION 10.03 Notes Payable on Redemption Date		55
ARTICLE ELEVEN MISCELLANEOUS		55
SECTION 11.01 Compliance Certificates and Opinions		55
SECTION 11.02 Form of Documents Delivered to Indenture Trustee		57
SECTION 11.03 Acts of Noteholders		58
SECTION 11.04 Notices		58
SECTION 11.05 Notices to Noteholders; Waiver		59
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		60
SECTION 11.11 Governing Law		60
SECTION 11.12 Counterparts		60
SECTION 11.13 Recording of Indenture		60
SECTION 11.14 Trust Obligation		60
SECTION 11.15 No Petition		60
SECTION 11.16 No Recourse		61
SECTION 11.17 Inspection		61

iii

	Page
SECTION 11.18 Limitation of Liability of Owner Trustee		61
SECTION 11.19 Conflict with Trust Indenture Act		62
SECTION 11.20 Intent of the Parties; Reasonableness		62

SCHEDULE Schedule I Perfection Representations, Warranties And Covenants

EXHIBITS

Exhibit A — Form of Notes	A-1
Exhibit B — Form of Depository Agreement	B-1
Exhibit C — Applicable Servicing Criteria	C-1

iv

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

TIA		Indenture
Section		Section
310	(a) (1)		6.08, 6.11
	(a) (2)		6.08, 6.11
	(a) (3)		6.10	(b)(i)
	(a) (4)		6.12
	(a) (5)		6.11
	(b)		6.08, 6.11, 11.05
311	(a)		6.15
	(b)		6.15
312	(a)		7.01
	(b)		7.01, 7.02	(b)
	(c)		7.02	(c)
313	(a)		7.04
	(b) (1)		7.04
	(b) (2)		7.04
	(c)		7.03, 7.04, 11.05
	(d)		7.04
314	(a)		3.09, 7.03, 11.05
	(b)		11.13
	(c) (1)		11.01
	(c) (2)		8.08, 11.01
	(c) (3)		11.01
	(d)		11.01	(b)
	(e)		11.01
	(f)		N.A.
315	(a)		6.01	(b)
	(b)		6.05
	(c)		6.01	(a)
	(d)		6.01	(c)
	(e)		5.13
316	(a) (1) (A)		5.11, 6.01	(c)
	(a) (1) (B)		5.02
	(a) (2)		N.A.
	(b)		5.07
	(c)		N.A.
317	(a) (1)		5.04
	(a) (2)		5.03	(d)
	(b)		3.03
318	(a)		11.19

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

-v-

INDENTURE

     This Indenture, dated as of September 28, 2011 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), is between the Nissan Auto Lease Trust 2011-B, a Delaware statutory trust (the “Issuing Entity”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as trustee (the “Indenture Trustee”).

     Each party agrees as follows for the benefit of the other parties and the holders of the Issuing Entity’s 0.34985% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), LIBOR + 0.18% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), 0.92% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and 1.10% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “Notes”):

GRANTING CLAUSE

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

     The Indenture Trustee, as trustee on behalf of the Noteholders, 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 herein shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling

(NALT 2011-B Indenture)

Trust (the “Titling Trustee” or “Trustee”), Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (the “Owner Trustee”) and Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), the Indenture Trustee and U.S. Bank National Association, as trust agent (in such capacity, the “Trust Agent”).

     SECTION 1.02 Interpretation. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Indenture as a whole and not to any particular part, Article or Section within this Indenture, (iii) references to an Article or Section such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or Section of this Indenture, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Indenture, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Indenture include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

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

     “Commission” means the Securities and Exchange Commission.

     “indenture securities” means the Notes.

     “indenture security holder” means a Noteholder.

     “indenture to be qualified” means this Indenture.

     “indenture trustee” or “institutional trustee” means the Indenture Trustee.

     “obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.

(NALT 2011-B Indenture)

2

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

ARTICLE TWO

THE NOTES

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

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

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

     The Indenture Trustee shall, upon receipt of an Issuing Entity Order, authenticate and deliver for original issue the following aggregate principal amounts of the Notes: (i) $156,000,000 of Class A-1 Notes, (ii) $378,000,000 of Class A-2 Notes, (iii) $351,000,000 of Class A-3 Notes, and (iv) $85,000,000 of Class A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed such respective amounts, except as provided in Section 2.05.

     Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered notes in book-entry form in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, that the Retained Notes, if any, shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of this Indenture.

     No Note may be sold, pledged or otherwise transferred to any Person except in accordance with Section 2.04 and any attempted sale, pledge or transfer in violation of such Section shall be null and void.

     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

(NALT 2011-B Indenture)

3

authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

     SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the Owner Trustee may execute, on behalf of the Issuing Entity, and upon receipt of an Issuing Entity Order, the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

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

     SECTION 2.04 Registration; Registration of Transfer and Exchange.

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

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

     (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuing

(NALT 2011-B Indenture)

4

Entity, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee, one or more new Notes in any authorized denominations, of a like aggregate principal amount.

     (c) At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuing Entity, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuing Entity or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuing Entity and the Indenture Trustee, including appropriate tax documentation, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing.

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

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

     (f) Each Noteholder shall be deemed to represent, warrant and covenant (on the date of acquisition of a Note (or any interest therein) and throughout the period of holding such Note (or interest therein)) that either (i) it is not, and is not acting on behalf of, a Plan, or (ii) its acquisition, holding and disposition of such Note (or any interest therein) will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation of any Similar Law.

     (g) The Tax Retained Notes, if any, will not be transferred (other than to a Person specified in the definition of Tax Retained Notes) unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not Tax Retained Notes prior to such transfer, for such purposes such Notes will be fungible with such other Notes of the same Class; provided, however, that fungibility need not take into account whether Notes are, or are not, Definitive Notes.

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

(NALT 2011-B Indenture)

5

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

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

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

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

     SECTION 2.06 Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and their respective agents shall treat the Person in whose name any Note is registered (as of the date of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none

(NALT 2011-B Indenture)

6

of the Issuing Entity, the Indenture Trustee or any of their respective agents shall be affected by notice to the contrary.

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

     SECTION 2.08 Release of Collateral. Subject to Section 11.01 and the terms of the other Basic Documents, the Indenture Trustee shall release property from the Lien of this Indenture only upon receipt of an Issuing Entity Request, accompanied by 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, (other than the Retained Notes, if any), upon original issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuing Entity. For each Class of Book-Entry Notes, one fully registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes or such lesser amount as necessary. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note (other than in the case of the Retained Notes, if any), except as provided in Section 2.11. Except with respect to the Retained Notes, if any, and otherwise, unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.11:

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

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

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

(NALT 2011-B Indenture)

7

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

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

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

     SECTION 2.11 Definitive Notes. Except with respect to the Retained Notes, if any (which shall be originally issued as Definitive Notes), if (i) (A) the Depositor, the Owner Trustee or the Administrative Agent advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and (B) the Depositor, the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor (and if the Administrative Agent has made such determination, the Administrative Agent has given written notice thereof to the Indenture Trustee), (ii) the Depositor, the Indenture Trustee or the Administrative Agent, to the extent permitted by applicable law, at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Note Owners representing in the aggregate not less than 51% of the Outstanding Amount, voting as a single class, advise the Indenture Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor is no longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify all Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this Indenture. None of the Issuing Entity, Owner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.

     The Indenture Trustee, the Issuing Entity and the Administrative Agent shall not be liable if the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor

(NALT 2011-B Indenture)

8

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

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

     Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuing Entity. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuing Entity. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of such appointment to the Issuing Entity.

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

     SECTION 2.13 Tax Treatment. The Issuing Entity has entered into this Indenture, and the Notes (other than the Tax Retained Notes, if any), will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuing Entity, by entering into this Indenture, and each Noteholder,

(NALT 2011-B Indenture)

9

by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agrees to treat the Notes (other than the Tax Retained Notes, if any), for federal, state and local income, single business and franchise tax purposes as indebtedness.

     SECTION 2.14 Calculation Agent. U.S. Bank is hereby designated calculation agent with respect to each Floating Rate Note (including any successor or replacement calculation agent designated from time to time by agreement of the parties hereto, the “Calculation Agent”), and in such capacity, on each Interest Determination Date, will (a) calculate the Interest Rate with respect to each Class of the Floating Rate Notes if the Floating Rate Note Balance is greater than zero on such Interest Determination Date and (b) deliver to the Servicer written notice on such Interest Determination Date of such Interest Rate. All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Noteholders of the Floating Rate Notes. All percentages resulting from any calculation on the Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five millionths of a percentage point rounded upwards (e.g., 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Floating Rate Note will be rounded to the nearest cent (with one-half cent being rounded upwards). The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

ARTICLE THREE

COVENANTS

     SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Depositor. The Issuing Entity shall duly and punctually (i) pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture and (ii) cause the Servicer to direct the Indenture Trustee to release from the Note Distribution Account all other amounts distributable or payable from the Owner Trust Estate (including distributions to be made to the Trust Certificateholders on any Payment Date) under the Trust Agreement and the Servicing Agreement. Without limiting the foregoing, subject to Section 8.04, the Issuing Entity shall cause the Servicer to direct the Indenture Trustee to apply all amounts on deposit in the Note Distribution Account on each Payment Date that have been deposited therein for the benefit of the Notes. Amounts properly withheld under the Code by any Person from a payment to any Noteholder or Trust Certificateholder of interest or principal (or other amounts) shall be considered to have been paid by the Issuing Entity to such Noteholder or Trust Certificateholder for all purposes of this Indenture.

     SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on behalf of the Issuing Entity, shall maintain at the Corporate Trust Office or at such other location in the Borough of Manhattan, The City of New York, chosen by the Note Registrar, acting for the

(NALT 2011-B Indenture)

10

Issuing Entity, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices to and demands upon the Issuing Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

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

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

     The Indenture Trustee, as Paying Agent, hereby agrees with the Issuing Entity that it will, and the Issuing Entity will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section, that such Paying Agent shall:

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

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

(NALT 2011-B Indenture)

11

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

     Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to Second Harvest Food Bank of Middle Tennessee upon presentation thereto of an Issuing Entity Order, and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuing Entity for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. If any Noteholder shall not surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 8.04(e), the Indenture Trustee will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense and direction of the Issuing Entity, cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to Second Harvest Food Bank of Middle Tennessee. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuing Entity, any other reasonable means of notification of such repayment specified by the Issuing Entity or the Administrative Agent.

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

(NALT 2011-B Indenture)

12

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

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

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

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

     (d) enforce any of the Collateral;

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

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

     The Issuing Entity 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 Owner Trust Estate.

     (a) On the Closing Date, the Issuing Entity shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel (subject to standard limitations, qualifications and assumptions), the provisions of the Indenture are effective under the New York UCC to create in favor of the Indenture Trustee a security interest in the Issuing Entity’s rights in the Collateral and in identifiable proceeds thereof, and upon filing of the applicable financing statement, the Indenture Trustee’s security interest in the Issuing Entity’s rights in the Collateral and in identifiable proceeds thereof will be perfected.

     (b) On or before June 30 of each calendar year, beginning with June 30, 2012, the Issuing Entity 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.

(NALT 2011-B Indenture)

13

     SECTION 3.07 Performance of Obligations; Servicing of the 2011-B SUBI Assets.

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

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

     (c) The Issuing Entity shall, and, shall cause the Administrative Agent and the Servicer to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and the instruments and agreements included in the Owner Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein. The Issuing Entity, as a party to the Basic Documents and as Holder of the 2011-B 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 other than in accordance with the applicable amendment provisions set forth in such Basic Document.

     (d) If the Indenture Trustee or an Authorized Officer of the Issuing Entity shall have knowledge of the occurrence of a Servicer Default, such entity shall promptly notify the other entity and the Administrative Agent thereof (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), and shall specify in such notice the action, if any, the other entity is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2011-B SUBI Assets, the Issuing Entity shall take all reasonable steps available to it to remedy such failure. Upon the occurrence of a Servicer Default with respect to the 2011-B 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 2011-B SUBI and the Trust Assets allocated thereto only, and a successor Servicer shall be appointed pursuant to the Servicing Agreement.

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

(NALT 2011-B Indenture)

14

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

     (a) engage in any activities other than financing, acquiring, owning, pledging and managing the 2011-B SUBI Certificate as contemplated by this Indenture and the other Basic Documents;

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

     (c) claim any credit on or make any deduction from the principal or interest payable in respect of the Notes (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 Owner 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 Owner Trust Estate, any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any 2011-B SUBI Asset and arising solely as a result of an action or omission of the related Lessee) or (iii) except as otherwise provided in the Basic Documents, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Owner Trust Estate;

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

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

     SECTION 3.09 Annual Statement as to Compliance. The Issuing Entity will cause the Servicer to deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuing Entity the annual statement of compliance described in Section 8.11 of the 2011-B Servicing Supplement. In addition, on the same date annually upon which such annual statement of compliance is to be delivered by the Servicer, the Issuing Entity shall deliver to the Indenture Trustee an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

     (a) a review of the activities of the Issuing Entity during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(NALT 2011-B Indenture)

15

     (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has complied with all conditions and covenants under this Indenture in all material respects throughout such year, or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

     On or before June 15th of each calendar year in which a Form 10-K is required to be filed on behalf of the Issuing Entity, commencing in 2012, the Indenture Trustee shall deliver to the Issuing Entity and the Servicer a report regarding the Indenture Trustee’s assessment of compliance with each of the Servicing Criteria specified on Exhibit C hereto during the immediately preceding reporting year accompanied by an attestation report by a registered public accounting firm, in each case as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuing Entity and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified on Exhibit C hereto.

     SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided in the Basic Documents, unless and until the Issuing Entity shall have been released from its duties and obligations hereunder, the Issuing Entity shall not: (i) engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 2011-B SUBI Certificate in the manner contemplated by the Basic Documents and activities incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

     SECTION 3.11 Notice of Defaults. The Issuing Entity agrees to give the Indenture Trustee and each Rating Agency prompt written notice of each Indenture Default hereunder.

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

     SECTION 3.13 Delivery of the 2011-B SUBI Certificate. On the Closing Date, the Issuing Entity shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 2011-B SUBI Certificate. The Indenture Trustee shall take possession of the 2011-B 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 2011-B SUBI Certificate in the Borough of Manhattan in the City of New York.

(NALT 2011-B Indenture)

16

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

     SECTION 3.15 Issuing Entity May Consolidate, etc., Only on Certain Terms.

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

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

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

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

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

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

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

(NALT 2011-B Indenture)

17

     (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any Person other than pursuant to the terms of the Basic Documents, unless:

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

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

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

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

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

     (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or

(NALT 2011-B Indenture)

18

transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

     SECTION 3.16 Successor or Transferee.

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

     (b) Upon a conveyance or transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.15(b), Nissan Auto Lease Trust 2011-B will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuing Entity with respect to the Notes and the Trust Certificates immediately upon the delivery of written notice to the Indenture Trustee stating that Nissan Auto Lease Trust 2011-B is to be so released.

     SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrative Agent without cause unless so instructed by the Owner Trustee or the Indenture Trustee and unless the Rating Agency Condition shall be satisfied with respect to such removal.

     SECTION 3.18 Perfection Representations.

     (a) The representations, warranties and covenants set forth in Schedule I hereto shall be a part of this Indenture for all purposes.

     (b) Notwithstanding any other provision of this Indenture or any other Basic Document, the perfection representations contained in Schedule I hereto shall be continuing, and remain in full force and effect until such time as all obligations under this Indenture have been finally and fully paid and performed.

     (c) The parties to this Indenture: (i) shall not waive any of the perfection representations contained in Schedule I hereto; (ii) shall provide the Administrative Agent with prompt written notice of any breach of perfection representations contained in Schedule I hereto (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement); and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I hereto.

     SECTION 3.19 Securities Exchange Act Filings. The Issuing Entity hereby authorizes the Servicer and the Depositor, or either of them, to prepare, sign, certify and file any and all reports, statements and information related to the Issuing Entity or the Notes required to be filed pursuant to the Securities and Exchange Act of 1934, and the rules and regulations thereunder.

(NALT 2011-B Indenture)

19

     SECTION 3.20 Regulation AB Representations, Warranties and Covenants. The Issuing Entity agrees to perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2011-B Servicing Supplement and makes the representations and warranties therein applicable to it.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

     SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall discharge with respect to the Collateral securing the Notes and cease to be of further effect with respect to the Notes, except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon; (d) Sections 3.03, 3.04, 3.05, 3.08, 3.10(i), 3.10(ii) and 3.15, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02) and (f) the rights of the Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of the Issuing Entity and at the expense and on behalf of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

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

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

(NALT 2011-B Indenture)

20

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

     SECTION 4.02 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes, and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee of all sums due and to become due thereon for principal and interest. Such monies need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or as required by law.

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

ARTICLE FIVE

INDENTURE DEFAULT

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

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

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

     (c) default in the observance or performance of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such

(NALT 2011-B Indenture)

21

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 for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the Outstanding Amount of Notes, voting as a single class, consent to such longer cure period) after there shall have been given, by registered or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by Noteholders representing at least the majority of the Outstanding Amount of Notes, voting as single class, a written notice specifying such default or inaccurate representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

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

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

     The Issuing Entity shall deliver to the Indenture Trustee, each Rating Agency and each Noteholder, 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) or (d), its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

     Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying 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.

(NALT 2011-B Indenture)

22

     SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default. If an Indenture Default should occur and be continuing, the Indenture Trustee or Noteholders representing a Majority Interest voting as a single class may declare the principal of the Notes to be immediately due and payable. Upon such declaration, the Indenture Trustee shall promptly provide written notice to the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement). Such declaration may be rescinded by Noteholders holding a Majority Interest voting as a single class before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if (a) the Issuing Entity has deposited with the Indenture Trustee an amount sufficient to pay (i) all interest on and principal of the Notes and all other amounts that would then be due hereunder as if the Indenture Default giving rise to such declaration had not occurred and (ii) all amounts advanced by the Indenture Trustee and its costs and expenses; and (b) all Indenture Defaults (other than the nonpayment of principal of the Notes that has become due solely by such acceleration) have been cured or waived.

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

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

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

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

     (a) The Issuing Entity covenants that if there is a default in the payment of (i) any interest on the Notes when the same becomes due and payable, and such default continues for a period of five days or (ii) the principal of any Notes at the related Note Final Scheduled Payment Date or the Redemption Date, the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of such Noteholders, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments

(NALT 2011-B Indenture)

23

of interest, at the Overdue Interest Rate and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents, attorneys and counsel.

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

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

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

     (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes, and 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;

(NALT 2011-B Indenture)

24

     (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and the Indenture Trustee on their behalf; and

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

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.07.

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

     (f) All rights of action and of asserting claims under this Indenture, or under the Notes, 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 Issuing Entity and any other obligor upon such Notes monies adjudged due;

(NALT 2011-B Indenture)

25

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

     (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, and, if applicable, giving effect to any direction of the Holder of the 2011-B SUBI Certificate (acting in accordance with instructions from the Registered Pledgee) pursuant to Section 12.05(b) of the 2011-B SUBI Supplement, after an acceleration of the maturity of the Notes pursuant to Section 5.02, sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Indenture Default, other than an Indenture Default described in Section 5.01(a) or (b), unless (A) Noteholders holding 100% of the Outstanding Amount of Notes consent thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then due and unpaid upon all outstanding Notes, (C) the Indenture Trustee determines that the Owner Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and the Indenture Trustee obtains the consent of Noteholders holding not less than 66⅔% of the Outstanding Amount of Notes, voting together as a single class or (D) the Servicer elects to exercise its right to purchase the 2011-B SUBI Certificate pursuant to Section 9.03(a) of the Trust Agreement; and provided further, that the Indenture Trustee may not sell the Collateral, other than a sale resulting from the bankruptcy, insolvency or termination of the Issuing Entity, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Titling Trust or an interest therein or portion thereof to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuing Entity) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.

     (b) After an acceleration of the maturity of the Notes pursuant to Section 5.02, the Indenture Trustee shall pay out money or property held as Collateral (including available monies on deposit in the Reserve Account and any money or property collected pursuant to this Article Five upon sale of all or part of the Collateral) and deposited in the Note Distribution Account in accordance with Section 8.04(b).

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

(NALT 2011-B Indenture)

26

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

     SECTION 5.06 Limitation of Suits.

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

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

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

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

     SECTION 5.07 Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right to receive payment of the principal of and interest on, if any, such Note on or after the respective

(NALT 2011-B Indenture)

27

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

     SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or such Noteholder, then and in every such case the Issuing Entity, 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 Collateral shall be made by Noteholders holding not less than 100% of the Outstanding Amount;

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

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

(NALT 2011-B Indenture)

28

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

     SECTION 5.12 [Reserved].

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

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

     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes 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 Issuing Entity or by the levy of any execution under such judgment upon any portion of the Owner Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

     SECTION 5.16 Performance and Enforcement of Certain Obligations.

     (a) Promptly following a request from the Indenture Trustee to do so, the Issuing Entity shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer, as applicable, of each of their obligations to the Issuing Entity under or in connection with the Servicing Agreement, in

(NALT 2011-B Indenture)

29

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

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

     SECTION 5.17 Sale of Collateral. If the Indenture Trustee acts to sell the Collateral or any part thereof, pursuant to Section 5.04(a), the Indenture Trustee shall effect such a sale at one or more public or private sales called and conducted in any manner permitted by law in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. Unless otherwise prohibited by applicable law from any such action, the Indenture Trustee shall sell the Collateral or any part thereof, in such manner to the highest bidder; provided, however, that the Indenture Trustee may from time to time postpone any sale. The Indenture Trustee shall give notice to the Depositor and Servicer of any proposed sale, and the Depositor and Servicer shall be permitted to bid for the Collateral at any such sale. The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuing Entity that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Collateral pursuant to Section 5.04 and this Section shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall has been sold or all amounts payable on the Notes shall have been paid. The Indenture Trustee shall cause the proceeds of any such sale to be deposited into the 2011-B SUBI Collection Account.

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:

(NALT 2011-B Indenture)

30

     (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 Issuing Entity.

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

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

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

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

(NALT 2011-B Indenture)

31

     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 Issuing Entity may agree in writing.

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

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

(NALT 2011-B Indenture)

32

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

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

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

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

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

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

     SECTION 6.05 Notice of Defaults. If a Default occurs and is continuing, and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail notice of such Indenture Default within 60 days after it occurs to each Noteholder and to the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement). Except in the case of a Default with respect to payment of principal of or interest on any Note (including payments pursuant to the redemption of Notes), the Indenture Trustee may withhold such notice if and so long as a committee of its Responsible Officers in good faith determines that withholding such notice is in the interests of the Noteholders; provided, however, that in the case of any Indenture Default of the character specified in Section 5.01(d), no such notice shall be given until at least 30 days after the occurrence thereof.

(NALT 2011-B Indenture)

33

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

     SECTION 6.07 Compensation and Indemnity. The Administrative Agent shall pay to the Indenture Trustee from time to time reasonable compensation for its services as have been separately agreed upon between the Administrative Agent and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrative Agent shall indemnify the Indenture Trustee for, and hold it harmless against, any and all Expenses incurred by it in connection with the performance of its duties. The Indenture Trustee shall notify the Issuing Entity and the Administrative Agent promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity and the Administrative Agent shall not relieve the Issuing Entity or the Administrative Agent of its obligations hereunder. The Administrative Agent shall defend any such claim, and the Indenture Trustee may have separate counsel and the fees and expenses of such counsel shall be paid as provided above. The Indenture Trustee shall not be indemnified by the Issuing Entity or the Administrative Agent against any loss, liability or expense incurred by it (a) through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee and the Issuing Entity may agree in writing; (b) relating to any income or similar taxes on any fees payable to the Indenture Trustee; (c) arising from the breach by the Indenture Trustee of any of its representations or warranties set forth in the Basic Documents; or (d) arising in connection with the performance by the Indenture Trustee of the duties of a successor servicer under the Servicing Agreement. The Indenture Trustee shall not be deemed to have knowledge of any event unless an officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuing Entity pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Indenture Trustee shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent shall reimburse the Issuing Entity in full for such payments.

(NALT 2011-B Indenture)

34

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

     SECTION 6.08 Replacement of Indenture Trustee. Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuing Entity, and following such removal may appoint a successor Indenture Trustee. The Issuing Entity shall give prompt written notice to each Rating Agency of such removal. The Indenture Trustee may resign at any time by so notifying the Issuing Entity and the Servicer and the Servicer will thereafter deliver a copy of such notice to each Rating Agency. The Issuing Entity shall remove the Indenture Trustee if:

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

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

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

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

     Upon the resignation or required removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall be required promptly to appoint a successor Indenture Trustee. Any successor Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have (a) a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and (b) a long-term debt rating of “Baa3” or its equivalent by each Rating Agency or otherwise satisfy the Rating Agency Condition.

(NALT 2011-B Indenture)

35

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

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

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

     Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant to Section 6.07. The successor Indenture Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee.

     SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to another corporation or depository institution the resulting, surviving or transferee corporation, without any further act, shall be the successor Indenture Trustee; provided, that such corporation or depository institution shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide prior written notice of any such transaction to the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement).

     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.

(NALT 2011-B Indenture)

36

     SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Indenture Trustee and the Administrative Agent acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Owner Trust Estate or any part hereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrative Agent may consider necessary or desirable. If the Administrative Agent shall not have joined in such appointment within 15 days after it received a request that it so join, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders 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.

(NALT 2011-B Indenture)

37

     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, then all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and a long-term debt rating of at least “Baa3” or its equivalent by the Rating Agencies or satisfies the Rating Agency Condition. The Indenture Trustee shall also satisfy the requirements of Section 310(b) of the TIA, including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusions set forth in TIA Section 310(b)(1) are met. The Depositor, the Administrative Agent, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Indenture Trustee and its Affiliates, but neither the Issuing Entity nor any Affiliate of the Issuing Entity may serve as Indenture Trustee.

     SECTION 6.12 Trustee as Holder of the 2011-B SUBI Certificate. So long as any Notes are Outstanding, to the extent that the Issuing Entity has rights as a Holder of the 2011-B SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any actions taken by the Depositor, the Issuing Entity may initiate such action or grant such consent only with consent of the Indenture Trustee. To the extent that the Indenture Trustee has rights as a Holder of the 2011-B SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Depositor, the Servicer or the Issuing Entity, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 66⅔% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount.

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

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

(NALT 2011-B Indenture)

38

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

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

     SECTION 6.15 Preferred Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

ARTICLE SEVEN

NOTEHOLDERS’ LISTS AND REPORTS

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

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

(NALT 2011-B Indenture)

39

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

     SECTION 7.02 Preservation of Information; Communications to Noteholders.

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

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

     (c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

     SECTION 7.03 Reports by Issuing Entity.

     (a) The Issuing Entity shall:

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

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

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

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

(NALT 2011-B Indenture)

40

     SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within 60 days after each fiscal year of the Issuing Entity, beginning with the fiscal year ending March 31, 2012, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

     SECTION 7.05 Indenture Trustee Website. The Indenture Trustee may make available to the Noteholders, via the Indenture Trustee’s website, all reports or notices required to be provided by the Indenture Trustee under the terms of this Indenture and, with the consent or at the direction of the Servicer, such other information regarding the Notes as the Indenture Trustee may have in its possession. Any information that is disseminated in accordance with the provisions of this Section 7.05 shall not be required to be disseminated in any other form or manner. Except for documents prepared by the Indenture Trustee and subject to its obligations under this Indenture, the Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

     The Indenture Trustee’s internet website shall be initially located at www.usbank.com/abs or at such other address as shall be specified by the Indenture Trustee from time to time in writing to the parties hereto. In connection with providing access to the Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer.

     SECTION 7.06 Information to be Provided by the Indenture Trustee. The Indenture Trustee shall provide the Issuing Entity and the Servicer (each, a “Nissan Party,” and collectively, the “Nissan Parties”) with (i) notification, as soon as practicable and in any event within ten Business Days, of all demands communicated to a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section 8.02 of the 2011-B Servicing Supplement, and (ii) promptly upon the request by a Nissan Party, any other information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

ARTICLE EIGHT

ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.01 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this

(NALT 2011-B Indenture)

41

Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Owner Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Indenture Default under this Indenture and any right to proceed thereafter as provided in Article Five.

     SECTION 8.02 Accounts.

     (a) Pursuant to Section 14.01 of the 2011-B SUBI Supplement, 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 of the Notes is zero, and thereafter, in the name of the Issuing Entity, which is designated as the “2011-B SUBI Collection Account.” The 2011-B SUBI Collection Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The 2011-B Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount of the Notes has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.

     (b) 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 of Notes is reduced to zero, and thereafter, in the name of the Issuing Entity, which is designated as the “Reserve Account.” The Reserve Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount of Notes has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee.

     (c) The Issuing Entity shall cause the Depositor, prior to the Closing Date, to 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.

     (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or the 2011-B Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible Account or if the Servicer, in its sole discretion, notifies the Indenture Trustee in writing that an Account should be moved, then, the Indenture Trustee, until the Outstanding Amount of Notes has been reduced to zero, and thereafter with respect to the Reserve Account, the Issuing Entity shall, as necessary, assist the Servicer in causing each Account to be moved to an institution selected by the Servicer at which it shall be an Eligible Account.

(NALT 2011-B Indenture)

42

     SECTION 8.03 Payment Date Certificate.

     (a) The Issuing Entity shall cause the Servicer to agree to deliver to the Indenture Trustee, the Owner Trustee and each Paying Agent hereunder or under the Trust Agreement, a certificate (the “Payment Date Certificate”) prior to 3:00 p.m., New York City time on or prior to the tenth calendar day of each month or, if the 10^th day is not a Business Day, the next succeeding Business Day, including, among other things, the following information with respect to the Payment Date in such month and the related Collection Period and Accrual Period:

     (i) the amount of SUBI Collections allocable to the 2011-B SUBI Certificate;

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

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

     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance and the Certificate Balance, in each case on the day immediately preceding such Payment Date;

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

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

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

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

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

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

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

(NALT 2011-B Indenture)

43

     (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) [Reserved];

     (xv) [Reserved];

     (xvi) the Servicing Fee for such Collection Period;

     (xvii) delinquency and loss information for the Collection Period;

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

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

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

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

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

     (xxiii) any material change in the underwriting, origination or acquisition of Leases; and

     (xxiv) the amount of the currency swap payments and the currency swap termination payments, if any, due to the Currency Swap Counterparty under the Currency Swap Agreement described in Section 8.16 of the 2011-B Servicing Supplement.

     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.

(NALT 2011-B Indenture)

44

     SECTION 8.04 Disbursement of Funds.

     (a) Subject to Section 8.04(b), on each Payment Date (so long as the maturity of the Notes has not been accelerated pursuant to Section 5.02), prior to 11:00 a.m., New York City time, or such other time as may be agreed to by the applicable Noteholder, the Indenture Trustee shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 2011-B SUBI Collection Account all Securityholder Available Funds and apply such amount in accordance with the following priorities:

(i) [Reserved];

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

     (iii) to the Note Distribution Account, the Monthly Principal Distributable Amount distributable to each Class of Notes, in the following order of priority:

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

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

(C) after the principal amount of the Class A-2 Notes is reduced to zero, to the Class A-3 Notes until the Class A-3 Notes have been paid in full; and

(D) after the principal amount of the Class A-3 Notes is reduced to zero, to the Class A-4 Notes until the Class A-4 Notes have been paid in full;

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

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

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

(vii) [Reserved];

(NALT 2011-B Indenture)

45

     (viii) to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 8.16 of the 2011-B Servicing Supplement, to such Currency Swap Counterparty;

     (ix) if all Classes of Notes have been paid in full, to the Certificate Distribution Account, any remaining funds for distribution to the Trust Certificateholders until the Certificate Balance is reduced to zero; and

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

     (b) Notwithstanding the provisions of Section 8.04(a), and subject to the provisions of Section 5.04(b), after the occurrence of an Indenture Default that results in the acceleration of any Notes and unless and until such acceleration has been rescinded, on each Payment Date, prior to 11:00 a.m., New York City time, or such other time as may be agreed to by the applicable Noteholder, the Indenture Trustee shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 2011-B SUBI Collection Account all Available Funds and apply such amount in accordance with the following priorities:

     (i) pro rata, to the Indenture Trustee, all amounts required to be paid under Section 6.07 of the Indenture, and to the Owner Trustee, all amounts required to be paid under Section 8.01 of the Trust Agreement, as the case may be;

     (ii) to the Servicer, any Payment Date Advance Reimbursement;

     (iii) to the Servicer, the Servicing Fee and any amounts due in respect of unpaid Servicing Fees;

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

     (v) to the Note Distribution Account, the Monthly Principal Distributable Amount distributable to each Class of Notes, in the following order of priority:

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

(B) second, to the Class A-2 Noteholders, the Class A-3 Notes and the Class A-4 Notes, pro rata (based on the Outstanding Amount of Notes of each such Class on such Payment Date), until all such Notes have been paid in full;

(vi) [Reserved];

(NALT 2011-B Indenture)

46

     (vii) to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 8.16 of the 2011-B Servicing Supplement, to such Currency Swap Counterparty;

     (viii) if all Classes of Notes have been paid in full, to the Certificate Distribution Account, any remaining funds for distribution to the Trust Certificateholders until the Certificate Balance is reduced to zero; and

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

     Notwithstanding the provisions of this Section 8.04(b), in accordance with Section 5.02, after the occurrence of an Indenture Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 2011-B SUBI Collection Account all Securityholder Available Funds and apply such amount in accordance with the provisions of Section 8.04(a).

     (c) On each Payment Date, after taking into account amounts to be distributed to Securityholders from the 2011-B SUBI Collection Account, the Servicer will allocate the Reserve Account Draw Amount, if any, reflected in the Payment Date Certificate with respect to the related Collection Period and will instruct the Indenture Trustee to make the following deposits and distributions from the Reserve Account in the following amounts (but not to exceed the Reserve Account Draw Amount) and order of priority:

     (i) to the Note Distribution Account, to pay, on a pro rata basis, based on the amount distributable to each class of Notes, any remaining interest due on the outstanding Notes on that Payment Date and, to the extent permitted under applicable law, interest on any overdue interest at the applicable Overdue Interest Rate; and

     (ii) to the Note Distribution Account, to pay any remaining Monthly Principal Distributable Amount of the Notes in the amounts and order of priority set forth in Section 8.04(a)(iii).

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

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

(NALT 2011-B Indenture)

47

denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least five (5) Business Days prior to the related Record Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the related Record Date without requiring that the Note be submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of any Note issued upon the registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest or principal shall be considered to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Issuing Entity or the Administrative Agent shall give notice thereof to the Indenture Trustee not less than 10 but no more than 30 days prior to such Payment Date or Redemption Date and, within two (2) Business Days following receipt of such notice, the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify each Person who was the registered holder of a Note as of the Record Date preceding the most recent Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The Borough of Manhattan in The City of New York.

     (f) On each Payment Date, the Indenture Trustee shall include with each distribution an unaudited report (which may be based upon the Payment Date Certificate prepared by the Servicer) to each Person that was a Noteholder as of the close of business on the related Record Date (which shall be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described herein) and the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement) setting forth the information provided in the Payment Date Certificate to be delivered in accordance with Section 8.03(a), with respect to such Payment Date or the related Record Date or Collection Period, as the case may be.

     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 Trust Certificateholder. On each Payment Date, net investment earnings on the Reserve Account shall be deposited in the Reserve Account.

(NALT 2011-B Indenture)

48

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

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

     SECTION 8.06 Release of Owner Trust Estate.

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

     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee have been paid pursuant to Section 6.07, release any remaining portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include delivery to the Issuing Entity or its designee of the 2011-B 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 Issuing Entity. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of the Officer’s Certificate delivered pursuant to Section 4.01(iii) hereof.

     SECTION 8.07 Release of Interest In 2011-B Leases and 2011-B Vehicles Upon Purchase or Reallocation by the Servicer.

     (a) Upon the reallocation or purchase of any 2011-B Lease and related 2011-B Vehicle 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 2011-B Lease and related 2011-B Vehicle and all proceeds thereof and the other property with respect to such 2011-B Lease and related 2011-B Vehicle,

(NALT 2011-B Indenture)

49

and all security and any documents relating thereto, and such 2011-B Lease and related 2011-B Vehicle and all such related security and documents shall be free of any further obligation to the Issuing Entity, the Indenture Trustee or the Noteholders.

     (b) The Indenture Trustee shall execute such documents and instruments and take such other actions as shall be reasonably requested by the Servicer to effect the release of such rights with respect to such 2011-B Lease and related 2011-B Vehicle pursuant hereto and the assignment of such 2011-B Lease and 2011-B Vehicle by the Issuing Entity.

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

ARTICLE NINE

SUPPLEMENTAL INDENTURES

     SECTION 9.01 Supplemental Indentures Without Consent of Noteholders.

     (a) Except as provided in Section 9.02, without the consent of any other Person, the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment or supplemental indenture shall not, as evidenced by an Officer’s Certificate of the Depositor delivered to the Indenture Trustee, materially and adversely affect the interests of the Noteholders and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Trust Certificateholder, the Indenture Trustee, the Owner Trustee or the Administrative Agent shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Trust Certificateholder, the Owner Trustee or the Administrative Agent, as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business

(NALT 2011-B Indenture)

50

Days after a written request for such consent shall have been given. A supplement shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such supplement and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee.

     (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof.

     (c) Notwithstanding anything herein to the contrary, any term or provision of this Indenture may be amended or supplemented by the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request) without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate described in Section 9.01(a)(i)(B) is delivered to the Indenture Trustee.

     (d) Prior to the execution of any amendment or supplemental indenture pursuant to this section or Section 9.02, the Issuing Entity shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

     (e) 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.

     (f) Prior to the execution of any amendment or supplemental indenture the Indenture Trustee shall receive an Opinion of Counsel to the effect that such action shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

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

     (h) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental

(NALT 2011-B Indenture)

51

indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment or supplemental indenture.

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

     (a) change the Note Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto;

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

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

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

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

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

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

(NALT 2011-B Indenture)

52

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

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

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

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

     SECTION 9.03 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may but shall not be obligated to enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or indemnities under this Indenture or otherwise.

     SECTION 9.04 Effect of Supplemental Indenture. Upon the execution of any amendment or supplemental indenture pursuant to the provisions hereof, this Indenture shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity, the Owner Trustee and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

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

(NALT 2011-B Indenture)

53

be prepared and executed by the Issuing Entity 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 9.03 of the Trust Agreement, the Servicer shall be permitted at its option to purchase the 2011-B SUBI Certificate from the Issuing Entity on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (a) the Securities Balance is less than or equal to 10% of the Initial Securities Balance, or (b) the Outstanding Amount of the Notes is reduced to zero and the holders of 100% of the outstanding Trust Certificates consent thereto. In connection with the exercise of an Optional Purchase, the Servicer will deposit the Optional Purchase Price into the 2011-B SUBI Collection Account on the Deposit Date relating to the Redemption Date. In connection with an Optional Purchase, all outstanding Notes shall be redeemed on the related Payment Date in whole, but not in part, for the Redemption Price and the 2011-B SUBI Certificate shall be delivered to or upon the order of the Servicer.

     (b) In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to 11:00 a.m., New York City time, the Indenture Trustee shall apply the Optional Purchase Price as part of the Available Funds from the 2011-B SUBI Collection Account as follows: (i) to the Note Distribution Account, the Redemption Price, (ii) to the Servicer, unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, and the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods; and (iii) any remaining funds to the Certificate Distribution Account.

     (c) If Notes are to be redeemed pursuant to this Section, the Administrative Agent or the Issuing Entity shall provide at least 10 days’ prior notice (or such longer time period as required by the Depository Agreement) of the redemption of the Notes to the Indenture Trustee and the Owner Trustee, and the Indenture Trustee shall provide at least 10 days’ (but no more than 30 days’) notice thereof to the Noteholders.

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

     All notices of redemption shall state:

(a)	the Redemption Date;
(b)	the Redemption Price;

(NALT 2011-B Indenture)

54

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

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

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

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

ARTICLE ELEVEN

MISCELLANEOUS

     SECTION 11.01 Compliance Certificates and Opinions.

     (a) Upon any application or request by the Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee and each Rating Agency (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) if required by the TIA, an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (i) a statement that each signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(NALT 2011-B Indenture)

55

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

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

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

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

     (ii) Whenever the Issuing Entity would be required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above if such an Officer’s Certificate had been required by the Indenture Trustee or required by the TIA, regardless of whether such an Officer’s Certificate was so requested or required, the Issuing Entity shall deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current calendar year of the Issuing Entity, as set forth in the Officer’s Certificate delivered pursuant to clause (i) above, is 10% or more of the Outstanding Amount; provided, however, such Independent Certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding Amount.

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

     (iv) Whenever the Issuing Entity would be required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above if such an Officer’s Certificate had been required by the Indenture Trustee or required by the TIA, regardless of whether such an Officer’s Certificate was so requested or required, the Issuing Entity shall furnish to the

(NALT 2011-B Indenture)

56

Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities and of all other property, or securities (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the Officer’s Certificates required by clause (iii) above and this clause, equals 10% or more of the Outstanding Amount, but such Officer’s Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding Amount.

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

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

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

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

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

(NALT 2011-B Indenture)

57

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 Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section.

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

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

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

     SECTION 11.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in each case as follows: (i) if to the Issuing Entity c/o the Owner Trustee, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration with a copy to the Administrative Agent, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; (ii) if to the Indenture Trustee, at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com), Attention: Nissan Auto Lease Trust 2011-B; (iii) if to Moody’s, to Moody’s Investors Services, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Department; (iv) if to Fitch, to Fitch Ratings, Ltd., One State Street Plaza, New York, New York 10004 (email: abs.surveillance@fitchratings.com), Attention: ABS Surveillance; or (v) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand,

(NALT 2011-B Indenture)

58

notice or communication to be delivered pursuant to this Indenture to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

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

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

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

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

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

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

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

(NALT 2011-B Indenture)

59

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 Owner 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 Issuing Entity accompanied by an Opinion of Counsel (who may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

     SECTION 11.14 Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any Trust Certificateholder, (iii) any owner of a beneficial interest in the Issuing Entity or (iv) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any Trust Certificateholder, the Owner Trustee or of the Indenture Trustee or any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

     SECTION 11.15 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note or in the case of a Note Owner, a beneficial interest in a Note, hereby covenant and agree that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have

(NALT 2011-B Indenture)

60

been paid in full, they will not (and, to the fullest extent permitted by applicable law, the Indenture Trustee shall not have the power to) institute against, or join any other Person in instituting against, the Grantor, the Titling Trustee, the Titling Trust, the Depositor, the Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

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

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

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

(NALT 2011-B Indenture)

61

     SECTION 11.19 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

     SECTION 11.20 Intent of the Parties; Reasonableness. The Indenture Trustee and Issuing Entity acknowledge and agree that the purpose of Section 3.09 and this Section 11.20 of this Agreement is to facilitate compliance by the Issuing Entity and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

     Neither the Issuing Entity nor the Administrative Agent (acting on behalf of the Issuing Entity) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance from the Securities and Exchange Commission, convention or consensus among active participants in the asset-backed securities markets, or otherwise in respect of the requirements of Regulation AB as they may be applied by the Securities and Exchange Commission to the Issuing Entity in connection with the Notes and (c) the parties shall comply with reasonable requests made by or on behalf of the Issuing Entity or the Indenture Trustee for delivery of additional or different information, to the extent such information is available, as the person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB.

     The Issuing Entity (or the Administrative Agent, acting on behalf of the Issuing Entity) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment of the Issuing Entity to comply with Regulation AB.

[Signature Page to Follow]

(NALT 2011-B Indenture)

62

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

NISSAN AUTO LEASE TRUST 2011-B

By:	Wilmington Trust, National Association,
	not in its individual capacity, but solely as
	Owner Trustee
By	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking Officer
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	Vice President

(NALT 2011-B Indenture)

S- 1

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in this Indenture, the Issuing Entity hereby represents, warrants, and covenants to the Indenture Trustee as follows on the Closing Date:

(1) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuing Entity.

(2) The 2011-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. The Accounts and all subaccounts thereof, constitute either deposit accounts or securities accounts.

(3) All of the Collateral that constitutes securities entitlements (other than the 2011-B SUBI Certificate to the extent the 2011-B SUBI Certificate constitutes a certificated security) has been or will have been credited to one of the Accounts. The securities intermediary for each Account has agreed to treat all assets credited to the Accounts as “financial assets” within the meaning of the applicable UCC.

(4) The Issuing Entity owns and has good and marketable title to the Collateral free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Liens attaches is not impaired during the pendency of such proceeding.

(5) The Issuing Entity has received all consents and approvals to the grant of the security interest in the Collateral hereunder to the Indenture Trustee required by the terms of the Collateral that constitutes instruments or payment intangibles.

(6) The Issuing Entity has received all consents and approvals required by the terms of the Collateral that constitutes securities entitlements, certificated securities or uncertificated securities to the transfer to the Indenture Trustee of its interest and rights in the Collateral hereunder.

(7) The Issuing Entity has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder.

(8) With respect to Collateral that constitutes an instrument or tangible chattel paper, either:

(NALT 2011-B Indenture)

a. All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; or

b. Such instruments or tangible chattel paper are in the possession of a custodian and the Indenture Trustee has received a written acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

c. A custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from such custodian that such custodian is acting solely as agent of the Indenture Trustee.

(9) With respect to Collateral that constitutes electronic chattel paper, the Servicer, as an agent of the Issuing Entity, and to the extent allowed by law:

a. Has in its possession the “authoritative copy” (as such term is used in the UCC) of the 2011-B Lease; and

b. Maintains “control,” as defined in Section 9-105 of the UCC, of all electronic records constituting or forming part of a 2011-B Lease that is electronic chattel paper.

(10) With respect to the Accounts and all subaccounts thereof that constitute deposit accounts, either:

a. The Issuing Entity has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Accounts without further consent by the Issuing Entity; or

b. The Issuing Entity has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Accounts.

(11) With respect to Collateral or Accounts or subaccounts thereof that constitute securities accounts or securities entitlements, either:

a. The Issuing Entity has caused or will have caused, within ten days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the Collateral to the Indenture Trustee; or

b. The Issuing Entity has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Accounts without further consent by the Issuing Entity; or

c. The Issuing Entity has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in the Accounts.

(12) With respect to Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security certificate that constitutes or evidences the Collateral have been delivered to the Indenture Trustee, and each such security

(NALT 2011-B Indenture)

certificate either (i) is in bearer form, (ii) has been indorsed by an effective endorsement to the Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee.

Other than the transfer of the 2011-B SUBI and the 2011-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement, the transfer of the 2011-B SUBI and the 2011-B SUBI Certificate from the Depositor to the Issuing Entity under the Trust SUBI Certificate Transfer Agreement and the security interest in the Collateral granted to the Indenture Trustee pursuant to the Indenture, none of NILT Trust, the Depositor or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Accounts or any subaccounts thereof. The Issuing Entity has not authorized the filing of, or is aware of any financing statements against the Issuing Entity that include a description of collateral covering the Collateral or the Accounts or any subaccount thereof other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.

(13) None of the instruments, certificated securities or tangible chattel paper that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

(14) Neither the Accounts nor any subaccounts thereof are in the name of any person other than the Issuing Entity or the Indenture Trustee. The Issuing Entity has not consented to the securities intermediary of any Account to comply with entitlement orders of any person other than the Indenture Trustee.

     As used in this Schedule I, “Collateral” has the meaning set forth in the Granting Clause of the Indenture.

(NALT 2011-B Indenture)

EXHIBIT A

FORM OF CLASS [A-1] [A-2] [A-3] [A-4] NOTE

SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

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

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

     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUING ENTITY AND IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES.

     BY ITS ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING THIS NOTE (OR ANY INTEREST HEREIN)) THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE

(NALT 2011-B Indenture)

A-1

FOREGOING (EACH, A “BENEFIT PLAN INVESTOR”) OR (IV) A “GOVERNMENTAL PLAN” (AS DEFINED IN SECTION 3(32) OF ERISA) OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

(NALT 2011-B Indenture)

A-2

NISSAN AUTO LEASE TRUST 2011-B
[LIBOR +] [____]% ASSET BACKED NOTE,
CLASS [A-1] [A-2] [A-3] [A-4]

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

     Nissan Auto Lease Trust 2011-B, a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuing Entity”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ ($_____________) in monthly installments on the 15th day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on October 17, 2011 (each, a “Payment Date”), until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Outstanding Class [A-1] [A-2] [A-3] [A-4] Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid, [for the Class [A-1] and [A-2] Notes, during the period from and including the previous Payment Date on which interest was paid, or as of the Closing Date if no interest has yet been paid, to but excluding the current Payment Date] [for the Class [A-3] and [A-4] Notes, during the period from and including the 15^th day of the preceding calendar month, or as of the Closing Date if no interest has yet been paid, to but excluding the 15^th day of the month in which such Payment Date occurs] at the rate [per annum shown above] [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-1] [A-2] [A-3] [A-4] Note Balance shall be due and payable on the earlier of [_________, 20__] (the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

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

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

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

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

     Dated: _________________, 2011

(NALT 2011-B Indenture)

A-3

NISSAN AUTO LEASE TRUST 2011-B,
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity
	but solely as Owner Trustee

By:
	Name:
	Title:

(NALT 2011-B Indenture)

A-4

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated: _________________, 2011

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
	Name:
	Title:

(NALT 2011-B Indenture)

A-5

REVERSE OF NOTE

     This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its “[LIBOR +] [____]% Asset Backed Notes, Class [A-1] [A-2] [A-3] [A-4]” (herein called the “Notes”) issued under an Indenture, dated as of September 28, 2011 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuing Entity 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 Issuing Entity, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture, each Class will receive principal payment sequentially so that, except as otherwise provided in the Indenture, no principal payments shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full, (ii) the Class A-3 Notes until the Class A-2 Notes have been paid in full and (iii) the Class A-4 Notes until the Class A-3 Notes have been paid in full.

     Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance of an Indenture Default, as described in the Indenture. In such an event, first, principal payments on the Class A-1 Notes shall be made, and second, principal payments on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall be made pro rata to the Noteholders entitled thereto.

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

(NALT 2011-B Indenture)

A-6

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, pursuant to the notice delivered to the Indenture Trustee, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity, will notify the Person who was the registered holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed within 10 days of such Payment Date or Redemption Date (or such longer time period as required by the Depository Agreement) and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

     Pursuant to Section 9.03(a) of the Trust Agreement, the Servicer will be permitted at its option to purchase the 2011-B SUBI Certificate from the Issuing Entity on any Payment Date if the conditions set forth therein are satisfied.

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

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

     The Notes represent obligations of the Issuing Entity only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiary or any of their respective Affiliates.

     Each Noteholder by acceptance of this Note, or in the case of this Note Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Grantor, the Titling Trustee, the Titling Trust, the Depositor, the Issuing Entity and any other Special Purpose Affiliate, any member of any Special Purpose Affiliate or

(NALT 2011-B Indenture)

A-7

any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and their respective agents may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes whatsoever, whether or not this Note be overdue, and none of the Issuing Entity, the Indenture Trustee or any of their respective agents shall be affected by notice to the contrary.

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

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

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

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

(NALT 2011-B Indenture)

A-8

ASSIGNMENT

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

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

(name and address of assignee)

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

     Dated:

     Signature Guaranteed:

     ___________________________________

(NALT 2011-B Indenture)

A-9

EXHIBIT B

FORM OF DEPOSITORY AGREEMENT

(NALT 2011-B Indenture)

B-1

EXHIBIT C

Servicing Criteria To Be Addressed In Assessment Of Compliance

     The assessment of compliance to be delivered by the Indenture Trustee, shall address, and be limited to, the criteria identified below as “Applicable Servicing Criteria”:

Reference	Criteria
	Cash Collection and Administration
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

(NALT 2011-B Indenture)

C-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 2011-B

NISSAN-INFINITI LT

NILT TRUST

NILT, INC.

WILMINGTON TRUST, NATIONAL ASSOCIATION

WILMINGTON TRUST COMPANY

U.S. BANK NATIONAL ASSOCIATION

Dated as of September 28, 2011

AGREEMENT OF DEFINITIONS

     This Agreement of Definitions (as amended, supplemented or otherwise modified, this “Agreement of Definitions”), dated as of September 28, 2011, is by and among Nissan Auto Lease Trust 2011-B, as issuer (the “Issuing Entity”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (the “Owner Trustee”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), U.S. Bank National Association, a national banking association (“U.S. Bank”), as trust agent (in such capacity, the “Trust Agent”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as indenture trustee (in such capacity, the “Indenture Trustee,”).

RECITALS

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

     B. The UTI Beneficiary, the Servicer, and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 as amended by the First Amendment to Servicing Agreement, dated as of January 3, 2001 (the “Basic Servicing Agreement”) which provides for, among other things, the servicing of the Trust Assets by the Servicer;

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

     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by the 2011-B SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “2011-B SUBI”);

     E. The parties hereto desire to identify and allocate to the 2011-B SUBI a separate portfolio of Trust Assets consisting of leases (the “2011-B Leases”) and certain other related Trust Assets and the vehicles that are leased under the 2011-B Leases (the “2011-B Vehicles”);

     F. The parties hereto also desire that the Titling Trust issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 2011-B SUBI (the “2011-B SUBI Certificate”);

(NALT 2011-B Agreement of Definitions)

1

     G. NILT Trust will sell, transfer and assign the 2011-B SUBI Certificate and the 2011-B SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate Transfer Agreement, dated as of September 28, 2011 (the “SUBI Certificate Transfer Agreement”). NALL II will further transfer the 2011-B SUBI Certificate and the 2011-B SUBI Assets evidenced thereby to the Issuing Entity pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of September 28, 2011 (the “Trust SUBI Certificate Transfer Agreement”);

     H. Pursuant to the Indenture, dated as of September 28, 2011 (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee, the Issuing Entity will (i) issue $156,000,000 aggregate principal amount of 0.34985% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $378,000,000 aggregate principal amount of LIBOR + 0.18% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”) $351,000,000 aggregate principal amount of 0.92% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $85,000,000 aggregate principal amount of 1.10% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “Notes”); and (ii) pledge the 2011-B SUBI Certificate and the 2011-B 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 2011-B SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes; and

     J. The parties hereto have agreed to enter into this Agreement of Definitions in an effort to establish and agree upon a single set of definitions for any capitalized term used and not otherwise defined in any documents executed in connection with the 2011-B SUBI if such document references this Agreement of Definitions.

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

          Section 1.01 Definitions. In the event of any conflict or inconsistency between a definition set forth both herein and in any of the Basic Documents, the definitions set forth in each such Basic Document shall prevail with respect to such Basic Document

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

     “Accountant” means a firm of public accountants of nationally recognized standing.

     “Accounts” means the Note Distribution Account and the Reserve Account.

     “Accrual Period” means (i) with respect to any Payment Date and the Class A-1 Notes and each Class of Floating Rate Notes, the period from and including the immediately preceding Payment Date to but excluding the current Payment Date, or, in the case of the first Payment Date or if no interest has yet been paid, from and including the Closing Date to, but excluding, the first Payment Date and (ii) with respect to any Payment Date and each Class of Fixed Rate Notes (other than the Class A-1 Notes), the period from and including the 15th day of the

(NALT 2011-B Agreement of Definitions)

2

preceding calendar month to but excluding the 15th day of the month of such Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding October 15, 2011.

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

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

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

     “Administrative Lien” means a first lien upon any Certificate of Title deemed necessary and useful by the Servicer or by the UTI Beneficiary and the Servicer solely to provide for delivery of title documentation to the 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.

     “Agreement of Definitions” means this Agreement of Definitions.

     “ALG Residual” means, with respect to any Lease, the expected value of the related Leased Vehicle at the related Maturity Date calculated by using a residual value estimate produced by Automotive Lease Guide in August 2011 as a “mark-to-market” value (assuming that the vehicle is in “average” rather than “clean” condition) based on the total MSRP of the vehicle and all NMAC authorized options, without making a distinction between value adding options and non-value adding options.

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

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

(NALT 2011-B Agreement of Definitions)

3

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

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

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

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

     “Available Funds” means, for any Payment Date and the related Collection Period, the sum of the following amounts: (i) SUBI Collections, (ii) Advances and (iii) in the case of an Optional Purchase, the Optional Purchase Price.

     “Available Funds Shortfall Amount” means, for any Payment Date and the related Collection Period, the amount, if any, by which Available Funds are less than the sum of (a) the Servicer Monthly Payment and (b) the amount necessary to make the distributions in clauses (ii) and (iii) of Section 8.04(a) of the Indenture, except that the Optimal Principal Distributable Amount rather than the Monthly Principal Distributable Amount shall be used for purposes of clause (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 (ii) the Reserve Account Draw Amount remaining after accrued interest has been paid on the Notes.

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

     “Base Residual” means the lowest of (i) the Contract Residual, (ii) the ALG Residual, and (iii) the MRM Residual.

     “Basic Documents” means the Servicing Agreement, the SUBI Trust Agreement, the Trust Agreement, the Trust Administration Agreement, the Indenture, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement, the Control Agreement, the

(NALT 2011-B Agreement of Definitions)

4

Underwriting Agreement, this Agreement of Definitions, the 2011-B SUBI Certificate and the Securities.

     “Basic Servicing Agreement” means the servicing agreement, dated as of March 1, 1999, as amended by the First Amendment to Servicing Agreement, among the Titling Trust, as UTI Beneficiary, and the Servicer.

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

     “Benefit Plan Investor” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, or (iii) an entity deemed to hold the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing.

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

     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, Wilmington, Delaware, Irving, Texas, Franklin, Tennessee, or the city and state where the Corporate Trust Office is located are authorized or obligated by law, executive order or government decree to be closed.

     “Calculation Agent” means, with respect to the determination of the Interest Rate of the Floating Rate Notes, U.S. Bank, acting in such capacity under the Indenture (including any permitted successor or replacement calculation agent designated from time to time pursuant to the Indenture).

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

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

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

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

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

(NALT 2011-B Agreement of Definitions)

5

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

     “Certificate of Trust” means the Certificate of Trust filed for the Issuing Entity pursuant to Section 3810(a) of the Statutory Trust Statute.

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

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

     “Class” means a group of Notes the form of which is identical except for variation in denomination, principal amount or owner, and references to “each Class” means each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes.

     “Class A-1 Interest Rate” means 0.34985% 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 Recital H hereof.

     “Class A-2 Interest Rate” means LIBOR + 0.18% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).

     “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 Recital H hereof.

     “Class A-3 Interest Rate” means 0.92% per annum (computed on the basis of a 360-day year of twelve 30-day months).

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

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

     “Class A-3 Notes” has the meaning set forth in Recital H hereof.

(NALT 2011-B Agreement of Definitions)

6

     “Class A-4 Interest Rate” means 1.10% per annum (computed on the basis of a 360-day year of twelve 30-day months).

     “Class A-4 Note Balance” means, as of any date, the Initial Class A-4 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-4 Notes.

     “Class A-4 Noteholder” means, as of any date, the Person in whose name a Class A-4 Note is registered on the Note Register on such date.

     “Class A-4 Notes” has the meaning set forth in Recital H hereof.

     “Class Balance” means, as of any date, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, or the Class A-4 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 September 28, 2011.

     “Code” means the Internal Revenue Code of 1986.

     “Collateral” has the meaning set forth in the Granting Clause of the Indenture.

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

     “Collection Period” has the meaning set forth in the Basic Servicing Agreement.

     “Commission” means the Securities and Exchange Commission.

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

     “Contract Residual” means, with respect to any Lease, the residual value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with its Customary Servicing Practices for the purpose of determining the Monthly Payment.

     “Control Agreement” means the control agreement, dated as of September 28, 2011, among the Issuing Entity and U.S. Bank, in its capacities as Securities Intermediary, Indenture Trustee and Secured Party.

     “Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Indenture is located at 190 South LaSalle Street, 7th Floor, Chicago, Illinois

(NALT 2011-B Agreement of Definitions)

7

60603; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuing Entity, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee shall notify the Noteholders and the Issuing Entity).

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

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

     “Currency Swap Agreement” shall mean any currency swap agreement, including all schedules and confirmations thereto, entered into by the Issuing Entity and the Currency Swap Counterparty.

     “Currency Swap Counterparty” shall mean an unaffiliated third party, as currency swap counterparty, under the Currency Swap Agreement, or any successor or replacement Currency Swap Counterparty from time to time.

     “Customary Servicing Practices” means the customary practices of the Servicer with respect to Leased Vehicles and Leases held by the Titling Trust, without regard to whether such Leased Vehicles and Leases have been identified and allocated into a portfolio of Trust Assets allocated to the 2011-B SUBI or any Other SUBI, as such practices may be changed from time to time.

     “Cutoff Date” means the close of business on August 31, 2011.

     “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) the Servicer has received notification that the related Lessee is subject to bankruptcy proceedings under Chapter 13 under the Bankruptcy Code.

     “Defaulted Vehicle” means the Leased Vehicle related to a Defaulted Lease.

     “Definitive Note” means a definitive fully registered Note.

     “Delaware Trustee” means Wilmington Trust Company, a Delaware corporation, not in its individual capacity but solely in its capacity as Delaware Trustee of the Titling Trust and NILT Trust.

(NALT 2011-B Agreement of Definitions)

8

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

     “Depositor” means NALL II.

     “Depositor’s Formation Documents” means the Certificate of Formation of Nissan Auto Leasing LLC II, dated as of October 24, 2001 and the Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of October 29, 2001.

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

     “Designated LIBOR Page” means the display on Reuters Screen LIBOR01 Page or any successor service or any page as may replace the designated page on that service or any successor service that displays London interbank rates of major banks for U.S. dollars.

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

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

     “Distribution Statement” has the meaning set forth in Section 5.02(c) of the Trust Agreement.

     “DTC” means The Depository Trust Company.

     “Early Termination Charge” means, with respect to any 2011-B Lease that is terminated prior to its Maturity Date, an amount equal to the difference, if any, between (a) the present value (discounted at the implicit rate of such 2011-B Lease) of all remaining Monthly Payments and (b) the difference, if any, between the adjusted 2011-B Lease balance and the related 2011-B Vehicle’s fair market wholesale value in accordance with accepted practices in the automobile industry (or by written agreement between the Servicer, on behalf of the Titling Trust, and the Lessee).

     “Early Termination Purchase Option Price” means, with respect to any 2011-B Lease that is terminated prior to its Maturity Date, the amount paid by the related Lessee or a Dealer to purchase the related 2011-B Vehicle.

     “Eligible Account” means an account maintained with a depository institution or trust company having the Required Deposit Rating.

     “Employee Benefit Plan” means any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA subject to Title IV of ERISA, maintained or sponsored by the Servicer or any of its ERISA Affiliates.

(NALT 2011-B Agreement of Definitions)

9

     “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.

     “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Servicer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     “Excess Amounts” means, as of any Payment Date, the amount remaining in the 2011-B SUBI Collection Account after the distributions provided for in clauses (i) and (ii) of Section 8.04(a) of the Indenture have been made.

     “Excess Mileage and Excess Wear and Tear Charges” or “Excess Mileage Fee” means, with respect to any 2011-B Lease or 2011-B Vehicle, any applicable charge for excess mileage or excess wear and tear.

     “Exchange Act” means the Securities Exchange Act of 1934.

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

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

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

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

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

     “Fitch” means Fitch Ratings, Ltd.

     “Fixed Rate Note” means any Class A-1 Note, Class A-3 Note or Class A-4 Note.

     “Floating Rate Note” means any Class A-2 Note.

(NALT 2011-B Agreement of Definitions)

10

     “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 September 28, 2011, between the Issuing Entity and the Indenture Trustee.

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

     “Indenture Trustee” means 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 Issuing Entity, any other obligor upon the Notes, the Administrative Agent and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director, or Person performing similar functions.

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

     “Independent Manager” means an individual who was not at any time during the preceding five years (i) a director (other than during his tenure as an Independent Manager of the Depositor or for one or more affiliates of the Depositor), officer, employee or affiliate of the Depositor or any of its affiliates (other than any limited purpose or special purpose corporation

(NALT 2011-B Agreement of Definitions)

11

or limited liability company similar to the Depositor), (ii) a person related to any officer or director of any affiliate of the Depositor (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor), (iii) a direct or indirect holder of one or more than 5% of any voting securities of any affiliate of the Depositor, (iv) a person related to a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Depositor, (v) a material creditor, material supplier, family member, manager, or contractor of the Depositor, or (vi) a person who controls (whether directly, indirectly, or otherwise) the Depositor or its affiliates or any material creditor, material supplier, employee, officer, director (other than during his tenure as an Independent Manager of the Depositor or for one or more affiliates of the Depositor), manager or material contractor of the Depositor or its affiliates.

     “Initial Class A-1 Note Balance” means $156,000,000.

     “Initial Class A-2 Note Balance” means $378,000,000.

     “Initial Class A-3 Note Balance” means $351,000,000.

     “Initial Class A-4 Note Balance” means $85,000,000.

     “Initial Class Balance” means the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance, as applicable.

     “Initial Deposit Amount” means the Issuing Entity’s deposit to the Reserve Account, on or before the Closing Date, of $5,843,470.00.

     “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-3 Note Balance and the Initial Class A-4 Note Balance.

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

     “Initial Trust Certificate Balance” means $198,693,999.35.

     “Insurance Expenses” with respect to any 2011-B Vehicle, 2011-B Lease or Lessee, means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the Customary Servicing Practices of the Servicer, or (iii) representing other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under the SUBI Trust Agreement.

     “Insurance Policy” means any insurance policy (including any self-insurance), including any residual value insurance policy, guaranteed automobile protection policy, comprehensive, collision, public liability, physical damage, personal liability, contingent and excess liability, accident, health, credit, life, or unemployment insurance or any other form of insurance or self-insurance, to the extent such insurance policy relates to the 2011-B Vehicles or the ability of a Lessee to make required payments with respect to the related 2011-B Lease.

(NALT 2011-B Agreement of Definitions)

12

     “Insurance Proceeds” means, with respect to any 2011-B Vehicle, 2011-B Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or the Titling Trustee on behalf of the Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance and amounts collected from a Lessee for amounts of deductibles not covered by Insurance Policies).

     “Interest” means, as of any date, the ownership interest of a Trust Certificateholder (including the interest of the Depositor as holder of the Trust Certificate) in the Issuing Entity as of such date, including the right of such Trust Certificateholder to any and all benefits to which such Trust Certificateholder may be entitled as provided in the Trust Agreement and any other Basic Document, together with the obligations of such Trust Certificateholder to comply with all the terms and provisions of the Trust Agreement and the other Basic Documents.

     “Interest Determination Date” means, with respect to any Interest Period with respect to the Floating Rate Notes, the day that is two London Business Days prior to the related Interest Reset Date.

     “Interest Period” means the Accrual Period with respect to each Class of Floating Rate Notes, respectively.

     “Interest Rate” means the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate or the Overdue Interest Rate, as applicable.

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

     “Investment Company Act” means the Investment Company Act of 1940.

     “Issuing Entity” means Nissan Auto Lease Trust 2011-B, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes.

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

     “Lease” means any lease contract for a Leased Vehicle assigned.

     “Lease Documents” has the meaning set forth in the Basic Servicing Agreement; provided that such definition shall refer only to lease documents related to Leases allocated to the 2011-B Lease SUBI.

     “Lease Pull-Forward” means, as of any date, any Lease that has been terminated by the related Lessee before the related Maturity Date under NMAC’s pull-forward program in order to

(NALT 2011-B Agreement of Definitions)

13

allow such Lessee, among other things, (i) to enter into a new lease contract for a new Nissan or Infiniti vehicle, or (ii) to purchase a new Nissan or Infiniti vehicle, provided that the Lessee is not in default on any of its obligations under the related Lease and the financing of the related vehicle is provided by NMAC.

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

     “Lessee” means each Person that is a lessee under a Lease, including any Person that executes a guarantee on behalf of such lessee; provided that such definition shall refer only to Lessees of Leases allocated to the 2011-B SUBI.

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

     “Lessee Partial Monthly Payment” means, in connection with the payment by a Lessee of less than 100% of the Monthly Payment due with respect to a 2011-B Lease, the actual amount paid by the Lessee toward such Monthly Payment.

     “Lessor” means each Person that is a lessor under a Lease or assignee thereof, including the Issuing Entity.

     “Liability” means any liability or expense, including any indemnification obligation.

     “LIBOR” means, for any Interest Period, the rate for deposits in U.S. Dollars having a maturity of one month (commencing on the related Interest Reset Date) that appears on the Designated LIBOR Page as of 11:00 a.m. London time, on the applicable Interest Determination Date. With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations for deposits in U.S. Dollars for the period of one month, commencing on the second London Business Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative of a single transaction in U.S. Dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations referred to in this paragraph are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York, New York, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, New York selected by the Calculation Agent for loans in U.S. Dollars to leading European banks in a

(NALT 2011-B Agreement of Definitions)

14

principal amount that is representative of a single transaction in U.S. Dollars in that market at that time. If the banks so selected by the Calculation Agent are not quoting as mentioned in this paragraph, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

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

     “Liquidated Lease” means a 2011-B Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder.

     “Liquidated Vehicle” means the 2011-B 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” will mean the gross amount received by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Lease and of the Base Residual of the Leased Vehicle, whether from the sale or other disposition of the related Leased Vehicle (irrespective of whether or not such proceeds exceed the related Base Residual), the proceeds of any repossession, recovery or collection effort, the proceeds of recourse or similar payments payable under the related dealer agreement, receipt of insurance proceeds and application of the related security deposit and the proceeds of any disposition fees or other related proceeds.

     “London Business Day” means any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

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

     “Material Adverse Effect” means, with respect to any Person, a material adverse effect on (i) the financial condition or operations of such Person and its Affiliates, taken as one enterprise, (ii) the ability of such Person to perform its material obligations under any of the Basic Documents to which such Person is a party, (iii) the legality, validity or enforceability of any

(NALT 2011-B Agreement of Definitions)

15

material provision of the Basic Documents to which such Person is a party, (iv) the 2011-B SUBI Certificate’s beneficial interest in all or any significant portion of the 2011-B SUBI Assets or the Indenture Trustee’s security interest in the 2011-B SUBI Certificate and all or any significant portion of the 2011-B SUBI Assets, or (v) the collectibility or the credit worthiness of all or any significant portion of the 2011-B Leases and the 2011-B 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.

     “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 2011-B Vehicles with respect to which the related 2011-B Lease was terminated and which were sold in such Collection Period on or after the termination of the related 2011-B 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 2011-B Lease and any Collection Period, an amount equal to the difference between the Monthly Payment due and the Lessee Partial Monthly Payment.

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

     “Monthly Principal Distributable Amount” means, for any Payment Date and the related Collection Period, an amount equal to (a) the lesser of (i) the Principal Distribution Amount and (ii) the Available Principal Distribution Amount or (b) after the occurrence of an Indenture Default that results in acceleration of the Notes, unless and until such acceleration has been rescinded, the aggregate Outstanding Amount of the Notes.

     “Monthly Remittance Condition” has the meaning set forth in Section 8.03(c) of the 2011-B 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 2011-B Vehicle for its Contract Residual following a termination of the related 2011-B Lease at its Maturity Date and (ii) Net Auction Proceeds received by the Servicer

(NALT 2011-B Agreement of Definitions)

16

in such Collection Period for 2011-B Vehicles which matured and were sold in such Collection Period on or after the termination of the related 2011-B Leases at their respective Maturity Dates plus all Net Insurance Proceeds, reduced by amounts required to be remitted to the related Lessees under applicable law.

     “Moody’s” means Moody’s Investors Service, Inc.

     “MRM Residual” means, with respect to any Lease, the expected value of the related Leased Vehicle at the related Maturity Date calculated by using a residual value estimate produced by Automotive Lease Guide in August 2011 as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the “Maximum Residualizable MSRP,” which consists of the MSRP of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.

     “MSRP” means, with respect to any Leased Vehicle, the Manufacturer’s Suggested Retail Price.

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

     “Net Auction Proceeds” means Auction Proceeds net of related Disposition Expenses and, in the case of a Matured Vehicle, any outstanding Sales Proceeds Advance.

     “Net Insurance Proceeds” means Insurance Proceeds net of related Insurance Expenses.

     “Net Liquidation Proceeds” means the Liquidation Proceeds net of related Liquidation Expenses.

     “NILT, Inc.” means NILT, Inc., a Delaware corporation.

     “NILT Trust” means NILT Trust, a Delaware statutory trust.

     “NMAC” means Nissan Motor Acceptance Corporation, a California corporation.

     “Note” or “Notes” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a Class A-4 Note, as the context may require.

     “Note Balance” means the sum of the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance and the Class A-4 Note Balance.

     “Note Distribution Account” means the trust account established by the Depositor, on behalf of the Issuing Entity pursuant to Section 8.02(c) of the Indenture, into which amounts released from the 2011-B 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.

(NALT 2011-B Agreement of Definitions)

17

     “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, 2012, (ii) a Class A-2 Note, February 17, 2014, (iii) a Class A-3 Note, February 16, 2015, and (iv) a Class A-4 Note, January 16, 2017.

     “Noteholder” means, as of any date, the Person in whose name a Class A-1 Note, Class A-2 Note, Class A-3 or a Class A-4 Note is registered on the Note Register on such date, as the context may require.

     “Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

     “Note Register” and “Note Registrar” have the respective meanings set forth in Section 2.04 of the Indenture.

     “Officer’s Certificate” means (a) with respect to the Issuing Entity, a certificate signed by an Authorized Officer of the Issuing Entity, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, and delivered to, the Indenture Trustee, and (b) with respect to the Servicer, a certificate signed by an Authorized Officer or the Servicer, under the circumstances described in, and otherwise complying with, the applicable requirements of Sections 8.09 and 8.11 of the 2011-B Servicing Supplement.

     “Opinion of Counsel” in relation to the Trust Agreement, means one or more written opinions of counsel who may, except as otherwise expressly provided in the Trust Agreement, be employees of or counsel to the Depositor, the Administrative Agent, or any of their respective Affiliates, and which opinion shall be addressed to and in form and substance satisfactory to the Owner Trustee. In relation to the Indenture, “Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuing Entity or the Administrative Agent, and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee, comply with any applicable requirements of Section 11.01 of the Indenture, and be in form and substance satisfactory to the Indenture Trustee.

     “Optimal Principal Distributable Amount” means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following amounts:

     (i) for each 2011-B Vehicle for which the related 2011-B Lease did not terminate during such Collection Period, the difference between the Securitization Value of such 2011-B Lease at the beginning and at the end of such Collection Period;

(NALT 2011-B Agreement of Definitions)

18

     (ii) for each 2011-B Vehicle for which the related 2011-B Lease reached its Maturity Date during such Collection Period, the Securitization Value of such 2011-B Lease as of such Maturity Date;

     (iii) for each 2011-B Vehicle purchased by the Servicer before its Maturity Date during such Collection Period, the Repurchase Payment with respect to the related 2011-B Lease; and

     (iv) for each 2011-B 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 2011-B Lease as of the effective date of termination of such 2011-B Lease.

     “Optional Purchase” has the meaning set forth in Section 9.03(a) of the Trust Agreement.

     “Optional Purchase Price” has the meaning set forth in Section 9.03(a) of the Trust Agreement.

     “Other SUBI” means any SUBI other than a 2011-B 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

(NALT 2011-B Agreement of Definitions)

19

presented that any such Notes are held by a bona fide purchaser or Trust Certificates in exchange for or in lieu of other Trust Certificates that have been authenticated and delivered pursuant to the Trust Agreement unless proof satisfactory to the Owner Trustee is presented that any such Trust Certificates are held by a bona fide purchaser, to the extent that the Trust Certificates are transferable;

provided, that, unless otherwise specified in the Indenture, with respect to the Notes, or the Trust Agreement, with respect to the Trust Certificates, or in another Basic Document, in determining whether Noteholders or Trust Certificateholders holding the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Basic Document, Notes or Trust Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate thereof is the Servicer) or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, unless all such Notes or Trust Certificates Outstanding are owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate thereof is the Servicer), or any of their respective Affiliates; provided, further, that, in determining whether the Indenture Trustee or the Owner Trustee, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes or Trust Certificates, as applicable, that a Responsible Officer knows to be so owned shall be so disregarded. Notes or Trust Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be, such pledgee’s right so to act with respect to such Notes or such Trust Certificates and that such pledgee is not the Issuing Entity, the Depositor, the Administrative Agent, or any of their respective Affiliates.

     “Outstanding Amount” means, as of any date, the aggregate principal amount of the applicable Notes or Certificates Outstanding on the Closing, as applicable, reduced by all payments of principal made in respect thereof on or prior to such date.

     “Overdue Interest Rate” means, with respect to any Class, the Interest Rate applicable to such Class.

     “Owner Corporate Trust Office” means the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement of Definitions is located at Wilmington Trust, National Association, 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 Issuing Entity, including (i) the 2011-B SUBI Certificate, evidencing a 100% beneficial interest in the 2011-B SUBI Assets, including the right to payments thereunder after the Cutoff Date from certain amounts in respect of the 2011-B Leases and received from the sale or other disposition of the 2011-B Vehicles, including the 2011-B SUBI Collection Account and amounts on deposit in the 2011-B SUBI Collection

(NALT 2011-B Agreement of Definitions)

20

Account (but excluding amounts retained by the Servicer in the form of Liquidation Expenses, Disposition Expenses, Insurance Expenses, and other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses, Disposition Expenses or Insurance Expenses and permitted to be retained by the Servicer under the Basic Documents), and investment earnings, net of losses and investment expenses, on amounts on deposit in the 2011-B SUBI Collection Account, (ii) the Reserve Account and any amounts deposited therein, including investment earnings, net of losses and investment expenses, on amounts on deposit therein, (iii) the rights of the Issuing Entity to the funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time deposited therein or credited thereto and all proceeds thereof, (iv) the rights of the Depositor, as transferee, under the SUBI Certificate Transfer Agreement, (v) the rights of the Issuing Entity, as transferee, under the Trust SUBI Certificate Transfer Agreement, (vi) the rights of the Issuing Entity as a third-party beneficiary of the Servicing Agreement, to the extent relating to the 2011-B SUBI Assets, including rights to certain Advances, and the SUBI Trust Agreement, (vii) the rights of the Issuing Entity under any Currency Swap Agreement, and (viii) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property, securities, deposit accounts and other property consisting of, arising from or relating to the foregoing.

     “Owner Trustee” means Wilmington Trust, National Association, a national banking association with trust powers, as trustee of the Issuing Entity 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 Issuing Entity to make the payments to and distributions from the Note Distribution Account, including the payment of principal of or interest on the Notes on behalf of the Issuing Entity, and (ii) under the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust Agreement and shall initially be 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 2011-B Lease in excess of the Monthly Payment due with respect to such 2011-B Lease, which amount the Lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods, provided, however, such payment ahead shall exclude Lease Pull-Forward Payments.

     “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 October 17, 2011.

     “Payment Date Advance Reimbursement” has the meaning set forth in Section 8.03(a)(iii)(A) of the 2011-B 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 2011-B Vehicle.

     “Permitted Investments” has the meaning set forth in the Titling Trust Agreement.

(NALT 2011-B Agreement of Definitions)

21

     “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.

     “Plan” means a Benefit Plan Investor, a “governmental plan” (as defined in Section 3(32) of ERISA) or any other employee benefit plan that is subject to Similar Law.

     “Pledgors” means NMAC, the Titling Trust, NILT Trust, the Depositor, and the Issuing Entity.

     “Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

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

     “Principal Distribution Amount” means, for any Payment Date, the aggregate amount of principal payable on the Securities, equal to the sum of (i) the Optimal Principal Distributable Amount and (ii) any Principal Carryover Shortfall as of the preceding Payment Date; provided, however, that on or after the Note Final Scheduled Payment Date for any Class of Notes and so long as no Indenture Default has been declared, the Principal Distribution Amount shall equal, until the Class Balance of such Class is reduced to zero, the greater of (i) such Class Balance and (ii) the sum of (A) the Optimal Principal Distributable Amount and (B) any Principal Carryover Shortfall as of the preceding Payment Date. Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the outstanding Securities Balance and the aggregate amount of principal paid in respect of a Class shall not exceed the related Initial Class Balance.

     “Proceeding” has the meaning set forth in the Titling Trust Agreement.

     “Prospectus” means the Prospectus Supplement, dated September 21, 2011, together with the Ratings Free Writing Prospectus, dated September 16, 2011, and the Prospectus, dated September 16, 2011, relating to the offering of the Notes.

     “Public ABS Transaction” means any publicly registered issuance of securities backed by (i) a certificate representing the beneficial interest in a pool of vehicle leases originated in the United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States and, for both clause (i) and (ii), for which NALL II, or any United States Affiliate thereof, acts as a depositor.

     “Pull-Forward Payment” means, with respect to any Lease Pull-Forward, the Monthly Payments not yet due with respect to that Lease.

     “Rated Securities” has the meaning set forth in the Titling Trust Agreement.

(NALT 2011-B Agreement of Definitions)

22

     “Rating Agency” means, with respect to the 2011-B SUBI, as of any date, any of the nationally recognized statistical rating organizations that has been requested by NMAC or one of its Affiliates to rate any Class of Notes and that is rating such Class of Notes on such date.

     “Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication, of a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes or (b) that such Rating Agency shall have been given notice of such event or action at least ten (10) days prior to such event (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given with respect to any event or action, and it is understood that such Rating Agency may not actually review notices received by it prior to or after the expiration of the notice period described in (b) above. Further, each Rating Agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event or action had been previously satisfied pursuant to clause (a) or clause (b) above.

     “Rating Event” means the qualification, reduction or withdrawal by any Rating Agency of its then-current rating of any Class of Notes.

     “Reallocation Payment” means the proceeds allocated from the UTI to the 2011-B SUBI in connection with any reallocation of a Matured Vehicle or a Defaulted Vehicle from the 2011-B SUBI to the UTI pursuant to Section 8.02(c) of the 2011-B 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 or Redemption Date, as the case may be.

     “Recoveries” means, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to all 2011-B 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 2011-B Vehicles were received before such Collection Period, minus any amounts remitted to the related Lessees as required by law.

     “Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by the Administrative Agent or the Issuing Entity pursuant to Section 10.01 of the Indenture.

     “Redemption Price” means an amount equal to the Note Balance plus accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so redeemed (including, to the extent allowed by law, interest on overdue interest, if applicable), up to but excluding the Redemption Date.

(NALT 2011-B Agreement of Definitions)

23

     “Registered Pledgee” has the meaning set forth in the Titling Trust Agreement.

     “Registered Holder” means the Person in whose name a Note is registered on the Note Register on the related Record Date.

     “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

     “Related Beneficiary” means each of NILT Trust and NALL II.

     “Related Documents” shall mean all of the Basic Documents to which the Issuing Entity or the Owner Trustee is a party.

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

     “Remaining Payoffs” means Payoffs, less amounts included in Monthly Scheduled Termination Sale Proceeds and Monthly Early Termination Sale Proceeds.

     “Repurchase Payment” means, with respect to a 2011-B Lease and the related 2011-B Vehicle required to be purchased by the Servicer pursuant to Section 8.02(a) and Section 8.02(b) of the 2011-B Servicing Supplement, the sum of (i) the Securitization Value of the 2011-B Lease as of the end of the Collection Period preceding the Collection Period in which the Servicer granted an extension with respect to such 2011-B Lease or discovers or receives notice of the change in domicile with respect to Section 8.02(a) of the 2011-B Servicing Supplement or discovers a breach of representations or warranties pursuant to Section 8.02(b) of the 2011-B Servicing Supplement and (ii) any delinquent Monthly Payments which have not been paid by the related Lessee by the end of the Collection Period relating to the Deposit Date on which the Repurchase Payment will be made.

     “Required Deposit Rating” has the meaning set forth in the Titling Trust Agreement.

     “Required Percentage” means the holders of not less than 66?% of the (i) Outstanding Amount in the case of the Notes or (ii) Certificate Balance in the case of the Trust Certificates.

     “Required Related Holders” has the meaning set forth in the Basic Servicing Agreement.

     “Reserve Account” means the account established pursuant to Section 5.01(b) of the Trust Agreement, which shall be account number 150062001 in the name “U.S. Bank National Association, as Indenture Trustee, Nissan Auto Lease Trust 2011-B 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.

(NALT 2011-B Agreement of Definitions)

24

     “Reserve Account Deposit Amount” means, (i) on the Closing Date, the Initial Deposit Amount and (ii) thereafter, for any Payment Date and the related Collection Period to the extent 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 2011-B 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 (i) 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 or (ii) after the occurrence of an Indenture Default that results in the acceleration of any Notes, unless and until the date on which such acceleration has been rescinded, the entire amount on deposit in the Reserve Account. In addition, except in the circumstances described in clause (ii) of this definition, the sum of the amounts in the Reserve Account and the remaining Available Funds after the payments under clauses (ii) and (iii) of Section 8.04(a) of the Indenture would be sufficient to pay in full the aggregate unpaid Note Balance of all of the outstanding Notes, then the Reserve Account Draw Amount will, if so specified by the Servicer in the Payment Date Certificate, include such additional amounts as may be necessary to pay all Outstanding Notes in full.

     “Reserve Account Property” means the Reserve Account and all cash, investment property and other property from time to time deposited or credited to the Reserve Account and all proceeds thereof, including, without limitation, the Initial Deposit.

     “Reserve Account Requirement” means on any Payment Date, an amount equal to $17,530,409.99; provided, however, that on any Payment Date (after taking into account all distributions from the 2011-B SUBI Collection Account on such date) on which the Note Balance is zero, the “Reserve Account Requirement” shall be an amount equal to $0.

     “Residual Value Loss” means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (a) the Base Residual of the related 2011-B Vehicle, and (b) the sum of (without duplication) all related Net Auction Proceeds or Net Liquidation Proceeds, as the case may be, and all Net Insurance Proceeds.

     “Residual Value Surplus” means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the sum (without duplication) of all related Net Auction Proceeds and Net Insurance Proceeds, and (ii) the Securitization Value of the related 2011-B Vehicle at (a) the Maturity Date of the related 2011-B Lease, or (b) the date the related 2011-B Lease was terminated by the Lessee.

     “Responsible Officer” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Department (or any successor group of the Indenture Trustee), including any Vice President, Assistant Secretary, or other officer or assistant officer of the Indenture Trustee customarily performing functions similar to those performed by the people who at such time shall be officers, or to whom any corporate trust matter is referred within Corporate Trust Department because of his knowledge of and familiarity with the particular subject.

(NALT 2011-B Agreement of Definitions)

25

     “Restricted Jurisdiction” means any jurisdiction in which the Titling Trust is not qualified and licensed to do business, other than any jurisdiction where the failure to be so qualified and licensed will not have a material adverse effect on the Issuing Entity.

     “Retained Notes” if any, means any Notes retained in the initial offering thereof by the Depositor or NMAC or conveyed to an Affiliate.

     “Rule 144A” means Rule 144A promulgated by the Commission under the Securities Act.

     “Rule 144A Information” means information requested of the Depositor, in connection with the proposed transfer of a Trust Certificate, to satisfy the requirements of paragraph (d)(4) of Rule 144A.

     “Sales Proceeds Advance” means the amount advanced by the Servicer to the Issuing Entity on a Deposit Date equal to the Securitization Value of each 2011-B Lease relating to a 2011-B Vehicle that terminated early (but was not a Lease in default) and the amount equal to the Base Residual of each 2011-B Lease relating to a 2011-B Vehicle that matured on its scheduled termination date.

     “Schedule of 2011-B Leases and 2011-B Vehicles” means the schedule of 2011-B Leases and 2011-B Vehicles on file with the Indenture Trustee, as it may be amended from time to time (which may be supplied in CD-Rom form) which shall set forth as to each 2011-B Lease or 2011-B Vehicle, as the case may be, (i) the identification number of the 2011-B Lease, (ii) the identification number of the 2011-B Vehicle, (iii) the related Maturity Date and (iv) the value of the 2011-B Lease and the related 2011-B 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 Party” has the meaning set forth in the preamble to the Control Agreement.

     “Securities” means the Trust Certificates and the Notes, collectively.

     “Securities Act” means the Securities Act of 1933.

     “Securities Balance” means, as of any date, the unpaid principal amount of the Securities as of such date.

     “Securities Intermediary” means U.S. Bank.

     “Securitization Rate” means, with respect to a 2011-B Lease, an annualized rate that is equal to 7.00%.

     “Securitization Value” means, with respect to any 2011-B Lease, the value calculated by the Servicer equal to, (i) as of its Maturity Date, the Base Residual and (ii) as of any date other than its Maturity Date, the sum of the present value, discounted at the Securitization Rate, of (a) the aggregate Monthly Payments remaining to be made and (b) the Base Residual.

(NALT 2011-B Agreement of Definitions)

26

     “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, if any.

     “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 2011-B 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 2011-B SUBI Collection Account by the related Deposit Date.

     “Servicer Monthly Payment” means, with respect to a Payment Date and the related Collection Period, the amount to be paid to the Servicer pursuant to Section 8.03(a)(iii) of the 2011-B 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 2011-B Servicing Supplement.

     “Servicing Fee” means, with respect to the 2011-B 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 2011-B Leases as of the first day of such Collection Period.

     “Settlement Statement” means a statement substantially in the form of Exhibit A to the 2011-B Servicing Supplement.

     “Similar Law” means any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code.

     “Special Purpose Affiliate” means a special purpose entity that is an Affiliate of a Beneficiary and was created for the purposes of one or more Securitized Financings.

     “State” means any state of the United Sates, Puerto Rico, or the District of Columbia.

(NALT 2011-B Agreement of Definitions)

27

     “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 2011-B SUBI Supplement.

     “SUBI Certificate” has the meaning set forth in Section 3.02(a) of the Titling Trust Agreement.

     “SUBI Certificate Transfer Agreement” means the SUBI Certificate Transfer Agreement, dated as of September 28, 2011, 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 2011-B SUBI Assets during the Collection Period, including: (i) Monthly Payments (including Payments Ahead and Pull-Forward Payments, when received), Payoffs, and any other payments under the 2011-B Leases (excluding any Administrative Charges); (ii) Reallocation Payments and Repurchase Payments made by the Servicer; (iii) Monthly Scheduled Termination Sale Proceeds; (iv) Monthly Early Termination Sale Proceeds (which includes Early Termination Charges); (v) Net Liquidation Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions Proceeds; (viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear Charges; (x) Recoveries; and (xi) Residual Value Surplus; in each case to the extent not duplicative with any other clause of this definition.

     “SUBI Trust Agreement” means the Titling Trust Agreement, as supplemented by a 2011-B SUBI Supplement.

     “Sub-Trust” has the meaning set forth in Section 3.01(b) of the Titling Trust Agreement.

     “Tax Retained Notes” if any, means any Retained Notes retained by the issuer of the Notes for federal income tax purposes or an entity which for U.S. federal income tax purposes is considered the same Person as such issuer, until such time as such Notes are the subject of an opinion pursuant to Section 2.04(g) of the Indenture.

     “Titling Trust” means Nissan-Infiniti LT, a Delaware statutory trust.

     “Titling Trust Agreement” means the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as the Grantor and the UTI Beneficiary, the Servicer, the Delaware Trustee, the Titling Trustee and the Trust Agent.

     “Titling Trustee” means NILT, Inc., in its capacity as trustee of the Titling Trust.

     “TIA” means the Trust Indenture Act of 1939.

(NALT 2011-B Agreement of Definitions)

28

     “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 regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

     “Trust Account” has the meaning set forth in the Titling Trust Agreement.

     “Trust Administration Agreement” means the Trust Administration Agreement, dated as of September 28, 2011, among the Administrative Agent, the Issuing Entity, the Depositor 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 August 31, 2011, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 28, 2011, between the Depositor and the Owner Trustee.

     “Trust Assets” has the meaning set forth in the Titling Trust Agreement.

     “Trust Certificateholder” means the Person in whose name a Trust Certificate is registered on the Certificate Register.

     “Trust Certificates” means the asset backed certificates issued pursuant to the Trust Agreement, substantially in the form of Exhibit A to the Trust Agreement.

     “Trust Documents” has the meaning set forth in the Titling Trust Agreement.

     “Trust SUBI Certificate Transfer Agreement” means the Trust SUBI Certificate Transfer Agreement, dated as of September 28, 2011, between the Depositor, and the Issuing Entity, as transferee.

     “Trustee” means NILT, Inc., in its capacity as trustee of the Titling Trust.

     “2011-B Eligible Lease” means a Lease as to which the following are true as of the Cutoff Date:

          (a) relates to a Nissan or an Infiniti automobile, light duty truck, minivan, or sport utility vehicle, of a model year of 2008 or later;

          (b) is written with respect to a Leased Vehicle that was at the time of the origination of the related Lease a new Nissan or Infiniti motor vehicle;

          (c) was originated in the United States on or after May 28, 2008 by a Dealer (i) for a Lessee with a United States address, (ii) in the ordinary course of such Dealer’s

(NALT 2011-B Agreement of Definitions)

29

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), other than any lien placed upon a Certificate of Title in connection with the delivery of title documentation to the Titling Trustee in accordance with Customary Servicing Practices;

          (f) has a remaining term to maturity, as of the Cutoff Date, of not less than 12 months and not greater than 58 months;

          (g) provides for level payments (exclusive of taxes) that fully amortize the adjusted capitalized cost of the Lease to the related Contract Residual over the lease term at a rate implicit in the Lease and corresponding to the disclosed rent charge and, in the event of a Lessee initiated early termination, provides for payment of the Early Termination Charge;

          (h) was originated in compliance with, and complies in all material respects with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the 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 creditors’ rights in general or (ii) general principles of equity, (B) has not been satisfied, subordinated, rescinded, canceled or terminated, (C) is a Lease as to which no right of rescission, setoff, counterclaim or defense shall have been asserted or threatened in writing, (D) is a Lease as to which no default (other than payment defaults continuing for a period of no more than 29 days as of the Cutoff Date), breach or violation shall have occurred and no continuing condition that with notice or lapse of time or both would constitute a default, breach or violation shall have occurred and (E) is a Lease as to which none of the foregoing shall have been waived (other than deferrals and waivers of late payment charges or fees permitted under the Servicing Agreement);

          (k) is a Lease which has not been deemed to be uncollectible;

          (l) the related Lessee of which is a person located in one or more of the 50 states of the United States or the District of Columbia and is not (i) NMAC or any of its Affiliates, or (ii) the United States or any State or any agency or potential subdivision thereof;

          (m) is a Lease for which there is only one executed original;

(NALT 2011-B Agreement of Definitions)

30

          (n) there is only one original executed copy of each tangible “record” constituting or forming a part of each 2011-B Lease that is tangible chattel paper and a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic “record” constituting or forming a part of each 2011-B Lease that is electronic chattel paper.

          (o) has an original term of not less than 36 months and not greater than 60 months;

          (p) is a Lease for which the related Lease Documents are located in the United States;

          (q) constitutes either “tangible chattel paper” or “electronic chattel paper,” as defined in the UCC;

          (r) is not recourse to the Dealer;

          (s) with respect thereto, NMAC, in accordance with its Customary Practices, has determined at the time of origination of such Lease that the related Lessee has agreed to obtain physical damage insurance covering the related Leased Vehicle and is required under the terms of such Lease to maintain such insurance; and

          (t) has a Securitization Value, as of its origination date, of no greater than $94,655.34.

     “2011-B Lease” has the meaning set forth in Section 8.01 of the 2011-B Servicing Supplement.

     “2011-B Servicing Supplement” means the 2011-B SUBI Servicing Supplement to the Basic Servicing Agreement, dated as of September 28, 2011, among the parties to the Basic Servicing Agreement.

     “2011-B SUBI” has the meaning set forth in Section 12.01(a) of the 2011-B SUBI Supplement.

     “2011-B SUBI Assets” has the meaning set forth in Section 12.01(b) to the 2011-B SUBI Supplement.

     “2011-B SUBI Account” means the 2011-B SUBI Collection Account, and any other Trust Account established with respect to the 2011-B SUBI, as the context may require.

     “2011-B SUBI Certificate” has the meaning set forth in the recitals of the 2011-B SUBI Supplement.

     “2011-B SUBI Collection Account” means the trust account established pursuant to Section 14.01(a) of the 2011-B SUBI Supplement.

     “2011-B SUBI Supplement” means the 2011-B SUBI Supplement to the Titling Trust Agreement, dated as of September 28, 2011, among the parties to the Titling Trust Agreement.

(NALT 2011-B Agreement of Definitions)

31

     “2011-B Vehicle” has the meaning set forth in Section 8.01 to the 2011-B Servicing Supplement.

     “UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction.

     “Underwriting Agreement” means the underwriting agreement relating to the Notes dated September 21, 2011, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative, on behalf of the several underwriters, NMAC and the Depositor.

     “United States” means the United States of America, its territories and possessions and areas subject to its jurisdiction.

     “U.S. Bank” mean U.S. Bank National Association, a national banking 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. For all purposes of this Agreement of Definitions, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement of Definitions as a whole and not to any particular part, Recital or Section within this Agreement of Definitions, (iii) references to a Recital or Section such as “Recital A” or “Section 1.01” shall refer to the applicable Recital or Section of this Agreement of Definitions, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement of Definitions, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement of Definitions include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

(NALT 2011-B Agreement of Definitions)

32

          Section 1.03 Notices. All demands, notices, and communications hereunder shall be in writing and shall be delivered, sent electronically by email (if an email address is provided) or telecopier, or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed in each case as follows: the Issuing Entity, at c/o Wilmington Trust, National Association, 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 One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; NILT Trust, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; Nissan-Infiniti LT, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; NMAC, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; the Depositor, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; NILT, Inc., U.S. Bank National Association, 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com) Attention: NILT Inc.; Wilmington Trust, National Association, as Owner Trustee, at Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; Wilmington Trust Company, as 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; U.S. Bank National Association, as Indenture Trustee, at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com), Attention: Nissan Auto Lease Trust 2011-B; U.S. Bank, as Trust Agent, at U.S. Bank National Association, 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com), Attention: Nissan Auto Lease Trust 2011-B; or at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Agreement of Definitions to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

          Section 1.04 Amendment.

     (a) Any term or provision of this Agreement of Definitions may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders or the Trust Certificateholders shall require the consent, respectively, of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or the Trust Certificateholders evidencing not less than a Majority Interest of the Trust Certificates voting together as a single class, as applicable (provided that if the Depositor and its Affiliates do not hold all of the Trust

(NALT 2011-B Agreement of Definitions)

33

Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes of this provision), or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer or the Depositor delivered to the Indenture Trustee (with respect to the Noteholders) or the Trust Certificateholders, as applicable, materially and adversely affect the interests of the Noteholders or the Trust Certificateholders, and (ii) any amendment that adversely affects the interests of the Trust, the Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Trust, the Certificateholder or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

     (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

     (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

     (d) Prior to the execution of any amendment to this Agreement of Definitions, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement of Definitions, the Servicer shall furnish a copy of such amendment to each Rating Agency.

     (e) [Reserved]

     (f) None of U.S. Bank, as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. U.S. Bank, as trustee of NILT Trust and as Trust Agent, NILT, Inc., and the Indenture Trustee may conclusively assume, in the absence of written notice to the contrary from the Servicer to a Responsible Officer of the Indenture Trustee, that a Rating Agency Condition has been satisfied with respect to such amendment.

     (g) The Indenture Trustee shall provide notice of any proposed amendment or supplement to this Agreement of Definitions to the Administrative Agent (and the

(NALT 2011-B Agreement of Definitions)

34

Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement).

          Section 1.05 Severability of Provisions. Any provision of this Agreement of Definitions that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          Section 1.06 Counterparts. This Agreement of Definitions may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

          Section 1.07 Headings. The headings of the various Articles and Sections herein are for convenience or reference only and shall not define or limit any of the terms or provisions hereof.

          Section 1.08 Governing Law. THIS AGREEMENT OF DEFINITIONS SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

          Section 1.09 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

          Section 1.10 No Recourse.

          (a) It is expressly understood and agreed by the parties hereto that with respect to U.S. Bank’s role as trustee of NILT Trust only, and not with respect to its role as Trust Agent, (i) this Agreement is executed and delivered by 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, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on 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 (iv) 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.

(NALT 2011-B Agreement of Definitions)

35

          (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by NILT, Inc., not individually or personally, but solely as Titling Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of the Titling Trust, is made and intended not as personal representations, undertakings, and agreements by NILT Inc., but is made and intended for the purpose of binding only the Titling Trust, (iii) nothing herein contained shall be construed as creating any liability on NILT, Inc., individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall NILT, Inc. be personally liable for the payment of any indebtedness or expenses of the Titling Trust under this Agreement or any other related documents.

          (c) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association., not individually or personally, but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of the Issuing Entity, is made and intended not as personal representations, undertakings, and agreements by Wilmington Trust, National Association., but is made and intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association., individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement or any other related documents.

[Signature Pages to Follow]

(NALT 2011-B Agreement of Definitions)

36

     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 Titling 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 Titling Trustee for Nissan-Infiniti LT
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	President

(NALT 2011-B Agreement of Definitions)

S-1

NISSAN AUTO LEASING LLC II
By:	/s/ Mark F. Wilten
	Name:	Mark F. Wilten
	Title:	Treasurer
NISSAN AUTO LEASE TRUST 2011-B
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not
	in its individual capacity, but solely as
	Owner Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking Officer
WILMINGTON TRUST, NATIONAL ASSOCIATION as Owner Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking Officer
WILMINGTON TRUST COMPANY as Delaware Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Financial Services Officer

(NALT 2011-B Agreement of Definitions)

S-2

U.S. BANK NATIONAL ASSOCIATION as Trust Agent
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION as Indenture Trustee and as Secured Party
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	Vice President

(NALT 2011-B Agreement of Definitions)

S-3

EX-10.2

Exhibit 10.2

NILT TRUST,
as Grantor and UTI Beneficiary,

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer,

NILT, INC.,
as Titling Trustee,

WILMINGTON TRUST COMPANY,
as Delaware Trustee,

and

U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent

2011-B SUBI
SUPPLEMENT

Dated as of September 28, 2011

TABLE OF CONTENTS

	Page
ARTICLE ELEVEN DEFINITIONS		2
Section 11.01 Definitions		2
Section 11.02 Interpretive Provisions		2
Section 11.03 Rights in Respect of the 2011-B SUBI		3
ARTICLE TWELVE CREATION OF THE 2011-B SUBI		3
Section 12.01 Creation of 2011-B SUBI Assets and the 2011-B SUBI		3
Section 12.02 Transfer of 2011-B SUBI Interests		4
Section 12.03 Issuance and Form of 2011-B SUBI Certificate		4
Section 12.04 Actions and Filings		6
Section 12.05 Termination of the 2011-B SUBI		7
Section 12.06 Representations and Warranties of Titling Trustee		7
Section 12.07 Transfer and Assignment of Certificates		7
ARTICLE THIRTEEN 2011-B SUBI PLEDGE		8
Section 13.01 Registration of the 2011-B SUBI Pledge		8
ARTICLE FOURTEEN 2011-B SUBI ACCOUNTS		8
Section 14.01 2011-B SUBI Collection Account		8
Section 14.02 2011-B Reserve Account		8
Section 14.03 Investment of Monies in 2011-B SUBI Accounts		9
Section 14.04 No Residual Value Surplus Account or Payahead Account		9
ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS		9
Section 15.01 Amendment		9
Section 15.02 Governing Law		10
Section 15.03 Notices		10
Section 15.04 Severability of Provisions		11
Section 15.05 Effect of Supplement on Titling Trust Agreement		11
Section 15.06 No Petition		11
Section 15.07 No Recourse		12
EXHIBIT
Exhibit A — Form of 2011-B SUBI Certificate		A-1

(NALT 2011-B SUBI Supplement)

i

2011-B SUBI SUPPLEMENT

     This 2011-B SUBI Supplement, dated as of September 28, 2011 (as amended, supplemented or otherwise modified from time to time, this “2011-B SUBI Supplement”), is among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer, (the “Servicer”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as trust agent (the “Trust Agent”).

RECITALS

     A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among the parties hereto, Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), was formed to take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

     B. The UTI Beneficiary, the Servicer and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 as amended by the First Amendment to Servicing Agreement, dated as of January 3, 2001 (the “Basic Servicing Agreement”), which provides for, among other things, the servicing of the Trust Assets by the Servicer;

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

     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by this 2011-B SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “2011-B SUBI”);

     E. The parties hereto desire to identify and allocate to the 2011-B SUBI a separate portfolio of Trust Assets consisting of leases (the “2011-B Leases”), the vehicles that are leased under the 2011-B Leases (the “2011-B 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 2011-B SUBI (the “2011-B SUBI Certificate”).

     G. NILT Trust will transfer the 2011-B SUBI Certificate to Nissan Auto Leasing LLC II (“NALL II”) pursuant to the SUBI Certificate Transfer Agreement, dated as of September 28, 2011 (the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II. NALL II will further transfer the 2011-B SUBI Certificate to Nissan Auto Lease Trust 2011-B (the “Issuing Entity”) pursuant to the Trust SUBI Certificate Transfer Agreement, dated

(NALT 2011-B SUBI Supplement)

1

as of September 28, 2011 (the “Trust SUBI Certificate Transfer Agreement”), between NALL II, as depositor (the “Depositor”) and the Issuing Entity, as transferee.

     H. Pursuant to the Indenture, dated as of September 28, 2011 (the “Indenture”), between the Issuing Entity, as issuer, and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), the Issuing Entity will (i) issue $156,000,000 aggregate principal amount of 0.34985% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $378,000,000 aggregate principal amount of LIBOR + 0.18% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $351,000,000 aggregate principal amount of 0.92% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $85,000,000 aggregate principal amount of 1.10% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “Notes”); and (ii) pledge the 2011-B 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 2011-B SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes.

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

ARTICLE ELEVEN
DEFINITIONS

     Section 11.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity , NILT Trust, as the Grantor and the UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee, Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (the “Owner Trustee”), the Delaware Trustee, the Trust Agent and the Indenture Trustee.

     Section 11.02 Interpretive Provisions. For all purposes of this 2011-B SUBI Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this 2011-B SUBI Supplement as a whole and not to any particular part, Article or Section within this 2011-B SUBI Supplement, (iii) references to an Article or Section such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or Section of this 2011-B SUBI Supplement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this 2011-B SUBI Supplement, except that references to the SUBI Trust Agreement include only such items as related to the

(NALT 2011-B SUBI Supplement)

2

2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this 2011-B SUBI Supplement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

     Section 11.03 Rights in Respect of the 2011-B SUBI. Each Holder and Registered Pledgee of the 2011-B SUBI Certificate (including the Issuing Entity) is a third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust Agreement and this 2011-B SUBI Supplement apply to the 2011-B SUBI, the Holders of the 2011-B SUBI Certificate, and the Registered Pledgees of the 2011-B SUBI Certificate. Therefore, to that extent, references in the SUBI Trust Agreement to the ability of a “Holder,” “Related Beneficiary,” or a “Registered Pledgee” of a SUBI Certificate to take any action shall be deemed to refer to the Issuing Entity acting at its own instigation or upon the instruction of the requisite voting percentage of holders of Securities or Rated Securities, as specified in the Indenture or the Trust Agreement, as applicable.

ARTICLE TWELVE
CREATION OF THE 2011-B SUBI

     Section 12.01 Creation of 2011-B SUBI Assets and the 2011-B SUBI.

     (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary directs the Titling Trustee to create, and the Titling Trustee hereby creates, one Sub-Trust which shall be known as the “2011-B SUBI”. The 2011-B SUBI shall represent a special unit of beneficial interest solely in the 2011-B SUBI Assets.

     (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary hereby directs the Titling Trustee to identify and allocate or to cause to be identified and allocated to the 2011-B SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust Assets consisting of 2011-B Eligible Leases and the related Leased Vehicles and other associated Trust Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved for allocation to any Other SUBI (or owned or acquired by the Titling Trustee on behalf of the Titling Trust but not yet allocated to, or reserved for allocation to, any specific Sub-Trust). Such Trust Assets (the “2011-B 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 2011-B Servicing Supplement, the Titling Trustee hereby identifies and allocates as 2011-B SUBI Assets the 2011-B Leases and 2011-B Vehicles more particularly described on the Schedule of 2011-B Leases and 2011-B Vehicles and the related Trust Assets described above, each such 2011-B SUBI Asset to be identified on the books and accounts of the Titling Trust as being allocated to the 2011-B SUBI.

(NALT 2011-B SUBI Supplement)

3

     (c) The Titling Trust is hereby granted the power and authority and is authorized, and the Titling Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its obligations under the Basic Documents.

     Section 12.02 Transfer of 2011-B SUBI Interests.

     (a) Interests in the 2011-B 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 2011-B SUBI Certificate and the interests in the 2011-B SUBI represented thereby may be (i) sold to the Depositor pursuant to the SUBI Certificate Transfer Agreement, (ii) sold, transferred and assigned by the Depositor absolutely, or transferred and assigned or a security interest therein granted, in connection with a Securitized Financing, (iii) transferred to the Indenture Trustee or any subsequent Registered Pledgee to itself or any other Person following the occurrence of an Event of Default (which has not been rescinded) or any similar term in any subsequent Securitized Financing secured by the 2011-B 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 2011-B SUBI Certificate to be transferred for registration of the transfer at the corporate trust office of the Titling Trustee (or the Trust Agent, if applicable), accompanied by a written instrument of transfer in form satisfactory to the Titling Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon a new 2011-B SUBI Certificate of a like aggregate fractional undivided interest will be issued to the designated permitted transferee.

     (b) For any transfer of the 2011-B SUBI Certificate or an interest therein to be effective, on or prior to the date of any absolute sale, transfer, or assignment, the related transferee must execute and deliver to the Trustee the non-petition covenant and the agreement required pursuant to Section 3.04(b) of the Titling Trust Agreement.

     (c) The 2011-B SUBI Certificate (or any interest therein) may not be acquired by or on behalf of any Benefit Plan Investor. The 2011-B SUBI Certificate (or any interest therein) may not be acquired by or on behalf of a “governmental plan” (as defined in Section 3(32) of ERISA) or any other employee benefit plan that is subject to Similar Law if the acquisition, holding and disposition of the 2011-B SUBI Certificate (or any interest therein) would result in a non-exempt prohibited transaction under, or a violation of, Similar Law or would result in the assets of the Titling Trust being considered plan assets of such Benefit Plan under Similar Law.

     (d) Notwithstanding any other provision herein, no transfer or assignment of an interest in the 2011-B SUBI (other than transfer or assignments to the NILT Trust, the Depositor, or the Issuing Entity) will be valid, and any such purported transfer or assignment shall be deemed null, void, and of no effect herewith, unless the purported transferee first shall have certified in writing to the Titling Trustee that, for U.S. federal income tax purposes, the transferee is not a partnership, S Corporation, or grantor trust having more than one beneficial owner or having a single beneficial owner that is a partnership or S Corporation.

(NALT 2011-B SUBI Supplement)

4

     Section 12.03 Issuance and Form of 2011-B SUBI Certificate.

     (a) The 2011-B SUBI shall be represented by a 2011-B SUBI Certificate that shall represent a 100% beneficial interest in the 2011-B SUBI and the 2011-B SUBI Assets, as further set forth herein. The 2011-B SUBI Certificate shall, upon transfer to the Issuing Entity, be registered in the name of the Issuing Entity, representing the beneficial interest in the 2011-B SUBI Assets allocated from the UTI. The Titling Trustee shall register a pledge of the 2011-B 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 2011-B SUBI Certificate to the Indenture Trustee. The 2011-B SUBI Certificate shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this 2011-B 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 2011-B SUBI Certificate may be set forth on the reverse thereof, in which case the following reference to the portion of the text on the reverse shall be inserted on the face thereof, in relative proximity to and prior to the signature of the Titling Trustee executing such 2011-B SUBI Certificate:

     Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which provisions shall for all purposes have the same effect as if set forth at this place.

     In addition, the 2011-B SUBI Certificate will bear a legend to the following effect:

     THIS 2011-B 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 2011-B SUBI CERTIFICATE, AGREES THAT THIS 2011-B 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.

     THIS 2011-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF

(NALT 2011-B SUBI Supplement)

5

ANY OF THE FOREGOING. IF THIS 2011-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) IS PURCHASED OR HELD BY A “GOVERNMENTAL PLAN” WITHIN THE MEANING OF SECTION 3(32) OF ERISA OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS 2011-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE TITLING TRUST BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER SIMILAR LAW.

     The 2011-B 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 2011-B SUBI Certificate and the interest in the 2011-B 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 2011-B SUBI Certificate is mutilated and surrendered to the Titling Trustee, or the Titling Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 2011-B SUBI Certificate and (ii) there is delivered to the Titling Trustee such security or indemnity as may reasonably be required by it to hold the Issuing Entity and the Titling Trustee, as applicable, harmless, then the Titling Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen 2011-B SUBI Certificate, a replacement 2011-B SUBI Certificate. Every 2011-B SUBI Certificate issued pursuant to this Section 12.03(b) in replacement of any mutilated, destroyed, lost, or stolen 2011-B SUBI Certificate shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost, or stolen 2011-B 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 2011-B 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 2011-B SUBI Certificates.

     Section 12.04 Actions and Filings. Each of the UTI Beneficiary and the Titling Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the 2011-B 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 Titling Trustee and the Servicer, and any of their respective officers, employees or agents, as the true and lawful attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements, continuation statements, security agreements, mortgages, assignments,

(NALT 2011-B SUBI Supplement)

6

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 2011-B SUBI.

     (a) If all of the 2011-B Leases and 2011-B Vehicles have been liquidated into cash and all of such cash shall have been distributed in accordance with the Basic Documents, then, at the direction of the Holder of the 2011-B SUBI Certificate, the 2011-B SUBI shall be terminated and the 2011-B SUBI Certificate shall be returned to the Titling Trustee and canceled thereby.

     (b) Upon a written direction to the Titling Trustee to revoke and terminate the 2011-B SUBI by the Holder of the 2011-B SUBI Certificate, the Titling Trustee shall (i) revoke the 2011-B SUBI and (ii) promptly, at the expense of the Holder of the 2011-B SUBI Certificate, either (A) distribute the 2011-B SUBI Assets to the Holder of the 2011-B SUBI Certificate or (B) allocate the 2011-B SUBI Assets to the UTI or to an Other SUBI, as directed by such Holder; provided, however, that the 2011-B SUBI shall not be subject to such revocation prior to the earlier of (A) the acceleration of the Notes under Section 5.2 of the Indenture following an Indenture Default or (B) payment in full of principal of, and accrued interest on, the Notes.

     Section 12.06 Representations and Warranties of Titling Trustee. The Titling Trustee hereby reaffirms, as of the Cutoff Date, the representations, warranties and covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or Related Beneficiary of a 2011-B SUBI Certificate (and beneficial owner of any portion thereof, including the Issuing Entity and the Trust Certificateholders) may rely. For purposes of this Section, any reference in Section 5.12 of the Titling Trust Agreement to the Titling Trust Agreement shall be deemed to constitute references to the SUBI Trust Agreement.

     Section 12.07 Transfer and Assignment of Certificates. For purposes of the SUBI Trust Agreement, the third sentence of Section 3.04(b) of the Titling Trust Agreement is hereby amended to read as follows:

     “Notwithstanding the foregoing, prior to becoming the Registered Pledgee or Holder of a SUBI Certificate or otherwise becoming entitled to distributions or any other rights hereunder, the related transferee, assignee, or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 8.08 of the Titling Trust Agreement, and (ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any certificate evidencing an Other SUBI to release all Claims to the UTI Assets and the related Other SUBI Assets, respectively, and, if such release is not given effect, to subordinate fully all Claims it may be deemed to have against the UTI Assets as defined in the Titling Trust Agreement or such Other SUBI Assets, as the case may be.”

     For so long as the 2011-B SUBI Certificate remains outstanding, each Supplement shall contain a similar amendment with respect to such Section.

(NALT 2011-B SUBI Supplement)

7

ARTICLE THIRTEEN
2011-B SUBI PLEDGE

     Section 13.01 Registration of the 2011-B SUBI Pledge. The parties hereto hereby acknowledge the Issuing Entity’s pledge, assignment, and grant to the Indenture Trustee, for the benefit of the holders of the Notes, under the Indenture of a security interest in the 2011-B SUBI Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes. The Titling Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the Titling Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the Registered Pledgee of the 2011-B SUBI Certificate. The Issuing Entity has caused the Titling Trustee to deliver the 2011-B 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
2011-B SUBI ACCOUNTS

     Section 14.01 2011-B SUBI Collection Account.

     (a) With respect to the 2011-B SUBI, the Servicer, shall on or prior to the Closing Date establish, in the name of the Indenture Trustee until the Outstanding Amount of the Notes is zero, and thereafter; in the name of the Issuing Entity, the 2011-B SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 2011-B SUBI Collection Account initially shall be established with the Indenture Trustee. If the 2011-B SUBI Collection Account shall cease to be an Eligible Account or if the Servicer, in its sole discretion, notifies the Indenture Trustee in writing that the 2011-B SUBI Collection Account should be moved, then the Servicer shall, with the assistance of the Indenture Trustee, as necessary, cause such 2011-B SUBI Collection Account to be moved to the institution selected by the Servicer as described in Section 4.02(a) of the Titling Trust Agreement. The 2011-B SUBI Collection Account shall relate solely to the 2011-B SUBI and the 2011-B 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 2011-B SUBI Collection Account shall be made as described in the Servicing Agreement.

     (b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Indenture Trustee shall make deposits and withdrawals from the 2011-B SUBI Collection Account as set forth in the 2011-B Servicing Supplement.

     (c) Any transfer of funds to a Holder of a 2011-B SUBI Certificate shall be made as directed pursuant to the Basic Documents.

     Section 14.02 2011-B Reserve Account.

     (a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the Issuing Entity, shall on or prior to the Closing Date establish and maintain the Reserve Account (i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (ii) thereafter with the Owner Trustee. Deposits to and withdrawals from the Reserve Account shall be made as directed pursuant to the Basic Documents, including Section 8.04(c) of the Indenture,

(NALT 2011-B SUBI Supplement)

8

Section 8.03 of the 2011-B Servicing Supplement and Section 14.03 of this 2011-B SUBI Supplement.

     Section 14.03 Investment of Monies in 2011-B SUBI Accounts. All amounts held in the 2011-B 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 2011-B SUBI Collection Account and the Reserve Account will be taxable to the Depositor.

     Section 14.04 No Residual Value Surplus Account or Payahead Account. The parties hereby acknowledge that there shall be no Residual Value Surplus Account or Payahead Account (as defined in the Titling Trust Agreement).

ARTICLE FIFTEEN
MISCELLANEOUS PROVISIONS

     Section 15.01 Amendment.

     (a) Notwithstanding any provision of the Titling Trust Agreement, the Titling Trust Agreement, as supplemented by this 2011-B SUBI Supplement, to the extent that it relates solely to the 2011-B SUBI, may be amended in accordance with this Section 15.01.

     (b) Any term or provision of this 2011-B SUBI Supplement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer delivered to the Indenture Trustee, materially and adversely affect the interests of the Noteholders, and (ii) any amendment adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Persons whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obliged to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

     (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

(NALT 2011-B SUBI Supplement)

9

     (d) Notwithstanding anything herein to the contrary, any term or provision of this 2011-B SUBI Supplement may be amended by the parties hereto without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate described in Section 15.01(b)(i)(B) is delivered to the Indenture Trustee.

     (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

     (f) Prior to the execution of any amendment to this 2011-B SUBI Supplement, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this 2011-B SUBI Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

     (g) Prior to the execution of any amendment to this 2011-B SUBI Supplement, the Servicer shall provide an Opinion of Counsel to the Titling Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and the Notes will properly be characterized as indebtedness that is secured by the assets of the Issuing Entity.

     (h) None of U.S. Bank, as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of U.S. Bank, as trustee of NILT Trust and as Trust Agent, and the Indenture Trustee an Officer’s Certificate to that effect, and U.S. Bank, as trustee of NILT Trust and as Trust Agent, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

     Section 15.02 Governing Law. This 2011-B 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 2011-B SUBI Supplement. A copy of each notice or other writing required to be delivered to the Titling Trustee pursuant to the SUBI Trust Agreement also shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or, in the case of mail, email (if an email address is provided) or facsimile notice, when actually received by the intended recipient, addressed to the party to be notified, and sent to (i) the Owner Trustee at Wilmington Trust,

(NALT 2011-B SUBI Supplement)

10

National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) the Servicer at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; (iii) the Trust Agent at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: NILT, Inc. (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com); or (iv) at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto; provided, however, any demand, notice or communication to be delivered pursuant to the SUBI Trust Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

     Section 15.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this 2011-B 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 2011-B 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 2011-B 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 2011-B SUBI Supplement invalid or unenforceable in any respect.

     Section 15.05 Effect of Supplement on Titling Trust Agreement.

     (a) Except as otherwise specifically provided herein or unless the context otherwise requires, (i) the parties hereto shall continue to be bound by all provisions of the Titling Trust Agreement, (ii) all references in the Titling Trust Agreement to the Titling Trust Agreement shall be to the SUBI Trust Agreement and (iii) the provisions set forth herein shall operate either as additions to or modifications of the existing obligations of the parties under the Titling Trust Agreement, as the context may require. In the event of any conflict between this 2011-B SUBI Supplement and the Titling Trust Agreement in respect of the 2011-B SUBI, the provisions of this 2011-B SUBI Supplement shall prevail with respect to the 2011-B SUBI only.

     (b) For purposes of determining the obligations of the parties hereto under this 2011-B SUBI Supplement with respect to the 2011-B 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 2011-B SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to the 2011-B SUBI, (iii) a SUBI Collection Account shall be deemed to refer more specifically to the 2011-B SUBI Collection Account, (iv) a SUBI Asset shall be deemed to refer more specifically to a 2011-B SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more specifically to this 2011-B SUBI Supplement, and (vi) a Servicing Supplement shall be deemed to refer more specifically to the 2011-B Servicing Supplement.

     Section 15.06 No Petition. Each of the parties hereto and each Holder of a 2011-B SUBI Certificate, and each Registered Pledgee, by acceptance of a 2011-B SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all

(NALT 2011-B SUBI Supplement)

11

obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this 2011-B SUBI Supplement, the resignation or removal of the Titling Trustee under the SUBI Trust Agreement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement or the Servicing Agreement.

     Section 15.07 No Recourse. It is expressly understood and agreed by the parties hereto that with respect to U.S. Bank’s role as trustee of NILT Trust only, and not with respect to its role as Trust Agent (i) this Agreement is executed and delivered by 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, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on 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 (iv) 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.

[Signature Pages to Follow]

(NALT 2011-B SUBI Supplement)

12

     IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee and, solely for the limited purposes set forth in Sections 14.01, 14.02, 14.03 and 14.04, the Trust Agent, have caused this 2011-B 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 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 Titling Trustee
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	President
WILMINGTON TRUST COMPANY, as Delaware Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Financial Services Officer

(NALT 2011-B SUBI Supplement)

S-1

U.S. BANK NATIONAL ASSOCIATION, as Trust Agent
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	Vice President

(NALT 2011-B SUBI Supplement)

S-2

     Receipt of this original counterpart of this 2011-B SUBI Supplement is hereby acknowledged on this 28^th day of September, 2011.

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ Patricia M. Child
	Name:	Patricia M. Child
	Title:	Vice President

(NALT 2011-B SUBI Supplement)

S-3

EXHIBIT A

FORM OF 2011-B SUBI CERTIFICATE

     THIS 2011-B SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN

NISSAN — INFINITI LT
2011-B SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE

evidencing a fractional undivided interest in the 2011-B SUBI Assets of Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory Trust Act (the “Titling Trust”).

(This Certificate does not represent any interest in the UTI Assets or any Other SUBI Assets of the Issuing Entity or an obligation, of, or interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective Affiliates.)

THIS 2011-B 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 2011-B SUBI CERTIFICATE, AGREES THAT THIS 2011-B 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.

THIS 2011-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING. IF THIS 2011-B SUBI CERTIFICATE (OR ANY INTEREST

(NALT 2011-B SUBI Supplement)

A-1

HEREIN) IS PURCHASED OR HELD BY A “GOVERNMENTAL PLAN” (WITHIN THE MEANING OF SECTION 3(32) OF ERISA) OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS 2011-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE TITLING TRUST BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER VIOLATION OF SIMILAR LAW.

No. R-___

evidencing a 100% interest in all 2011-B SUBI Assets (as defined below).

     This 2011-B 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 2011-B SUBI Assets owned by the Titling Trust.

     The Titling Trust was created pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 as amended, supplemented or otherwise modified from time to time, (the “Titling Trust Agreement”), among NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), Nissan Motor Acceptance Corporation, a California corporation, as servicer (the “Servicer”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), and U.S. Bank National Association, a national banking association, as trust agent (the “Trust Agent”).

     This certificate is a duly authorized 2011-B SUBI Certificate, and is issued under and is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 2011-B SUBI Supplement thereto, dated as of September 28, 2011 (the “2011-B 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 September 28, 2011, by and among Nissan Auto Lease Trust 2011-B, as issuer, (the “Issuing Entity”) NILT Trust, as the Grantor and the UTI Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity, as the Servicer and administrative agent, Nissan Auto Leasing LLC II (the “Depositor”), the Titling Trustee, Wilmington Trust, National Association, as owner trustee , the Delaware Trustee, the Trust Agent and U.S. Bank National Association, as indenture trustee ( the “Indenture Trustee”). By acceptance of this 2011-B 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.

(NALT 2011-B SUBI Supplement)

A-2

     The assets of the Titling Trust allocated to the 2011-B SUBI will generally consist of (i) cash capital, (ii) the 2011-B Leases (iii) the 2011-B Vehicles, (iv) certain related Trust Assets and (v) all of the Titling Trust’s rights thereunder, including the right to proceeds arising therefrom or in connection therewith.

     Under the Titling Trust Agreement, from time to time the UTI Beneficiary may direct the Trustee to issue to or upon the order of the UTI Beneficiary one or more certificates (each, a “SUBI Certificate”) representing a beneficial interest in certain specified Leased Vehicles, Leases and related Trust Assets (such assets, the “SUBI Assets”). Upon the issuance of the SUBI Certificates relating to the SUBI Assets, the beneficial interest in the Titling Trust and the Trust Assets represented by the UTI shall be reduced by the amount of the Trust Assets represented by such SUBI Certificates. This certificate was issued pursuant to the 2011-B SUBI Supplement and represents a 100% beneficial interest in the 2011-B SUBI Assets.

     The UTI and the 2011-B 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 2011-B SUBI Supplement may be amended by the parties thereto upon the terms and subject to the conditions set forth in the 2011-B SUBI Supplement.

     The Holder, by acceptance of this 2011-B SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , any Beneficiary, any Special Purpose Affiliate, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement, the resignation or removal of the Titling Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement.

     The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets of the Titling Trustee and to all of the Trust Assets other than those from time to time included within the 2011-B SUBI as 2011-B SUBI Assets and those proceeds or assets derived from or earned by such 2011-B SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist.

     The Titling Trustee shall keep the certificate register with respect to this 2011-B SUBI Certificate, and the Holder of this 2011-B SUBI Certificate shall notify the Titling Trustee of any change of address or instructions on the distribution of funds.

     The 2011-B SUBI may only be terminated under the terms and subject to the conditions set forth in the 2011-B SUBI Supplement. The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement.

(NALT 2011-B SUBI Supplement)

A-3

     No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing, any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings.

     This 2011-B 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 2011-B SUBI Certificate shall have been executed by an authorized officer of the Titling Trustee, by manual signature, this 2011-B SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.

(NALT 2011-B SUBI Supplement)

A-4

     IN WITNESS WHEREOF, NILT, Inc., as trustee of the Titling Trust and not in its individual capacity, has caused this 2011-B SUBI Certificate to be duly executed.

Dated: ___________, 2011

	NISSAN-INFINITI LT
	By:	NILT, INC., as Titling Trustee
(SEAL)	By:
		Name:
		Title:

ATTEST:

This is the 2011-B SUBI Certificate referred to in the within-mentioned Supplement.

NILT, INC., as Titling Trustee
By:
	Authorized Officer

(NALT 2011-B SUBI Supplement)

A-5

     FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto ______________ the within 2011-B SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _____________ as attorney to transfer said 2011-B SUBI Certificate on the books of the certificate registrar, with full power of substitution in the premises.

	NISSAN AUTO LEASE TRUST 2011-B
	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
Date:	By:
		Name:
		Title:

(NALT 2011-B SUBI Supplement)

A-6

EX-10.3

Exhibit 10.3

NISSAN-INFINITI LT,
as Titling Trust,

NILT TRUST,
as Grantor and UTI Beneficiary,

and

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer,

2011-B SUBI
SERVICING SUPPLEMENT

Dated as of September 28, 2011

TABLE OF CONTENTS

		Page
ARTICLE SEVEN	DEFINITIONS		1
Section 7.01	Definitions		1
Section 7.02	Interpretative Provisions		2
ARTICLE EIGHT	SERVICING OF THE 2011-B LEASES AND 2011-B VEHICLES		2
Section 8.01	Identification of 2011-B Leases and 2011-B Vehicles; Securitization Value		2
Section 8.02	Reallocation and Repurchase of 2011-B Leases and 2011-B Vehicles; Purchase of Matured Vehicles; Lease Pull-Forwards		2
Section 8.03	Collections and Payment Date Advance Reimbursement		4
Section 8.04	Net Deposits		6
Section 8.05	Servicing Compensation		6
Section 8.06	Advances		6
Section 8.07	Third Party Claims		7
Section 8.08	Contingent and Excess Liability Insurance Policy		7
Section 8.09	Reporting by the Servicer; Delivery of Certain Documentation		8
Section 8.10	Accountants’ Attestation		8
Section 8.11	Servicer’s Assessment Report; Annual Servicer’s Compliance Statement; Officer’s Certificate; Administrative Agent Compensation		8
Section 8.12	Servicer Defaults; Termination of Servicer		9
Section 8.13	Servicer Representations and Warranties		11
Section 8.14	Compliance with Regulation AB		11
Section 8.15	Currency Swap Agreement		11
Section 8.16	Possession of Lease Documents		12
ARTICLE NINE	MISCELLANEOUS		12

i

TABLE OF CONTENTS
(continued)

		Page
Section 9.01	Termination of Servicing Supplement		12
Section 9.02	Governing Law		12
Section 9.03	Amendment		12
Section 9.04	Relationship of this 2011-B Servicing Supplement to Other Trust Documents		14
Section 9.05	Binding Effect		14
Section 9.06	Table of Contents and Headings		14
Section 9.07	Counterparts		14
Section 9.08	Further Assurances		14
Section 9.09	Third-Party Beneficiaries		14
Section 9.10	No Waiver; Cumulative Remedies		14
Section 9.11	No Petition		15
Section 9.12	No Recourse		15
Section 9.13	Notices		15

EXHIBIT

Exhibit A – Form of Settlement Statement	A-1
Exhibit B – Form of Annual ERISA Certification	B-1

SCHEDULE

Schedule A — Regulation AB Representations, Warranties and Covenants

ii

2011-B SUBI SERVICING SUPPLEMENT

     This 2011-B SUBI Servicing Supplement, dated as of September 28, 2011 (as amended, supplemented or otherwise modified, this “2011-B Servicing Supplement”), is among Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), and Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”).

RECITALS

     A. The Grantor and the UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling Trust (the “Titling Trustee”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), and U.S. Bank National Association (“U.S. Bank”), as trust agent (the “Trust Agent”), have entered into the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

     B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999 as amended by the First Amendment to the Servicing Agreement, dated as of January 3, 2001 (the “Basic Servicing Agreement” and, as supplemented hereby, the “Servicing Agreement”), which provides for certain servicing obligations with respect to the Trust Assets; and

     C. The parties acknowledge that in connection with the execution of the 2011-B SUBI Supplement to the Titling Trust Agreement, dated as of September 28, 2011 (the “2011-B 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 “2011-B 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 2011-B SUBI.

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

ARTICLE SEVEN

DEFINITIONS

     Section 7.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among Nissan Auto Lease Trust 2011-B, as issuer (the “Issuing Entity”), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), the Titling Trustee, the Delaware Trustee, Wilmington Trust, National Association, as owner trustee (in

(NALT 2011-B SUBI Servicing Supplement)

such capacity, the “Owner Trustee”), U.S. Bank, as Trust Agent, and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”).

     Section 7.02 Interpretative Provisions. For all purposes of this 2011-B Servicing Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this 2011-B Servicing Supplement as a whole and not to any particular part, Article or Section within this 2011-B Servicing Supplement, (iii) references to an Article or Section such as “Article Eight” or “Section 8.01” shall refer to the applicable Article or Section of this 2011-B Servicing Supplement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this 2011-B Servicing Supplement, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this 2011-B Servicing Supplement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

ARTICLE EIGHT

SERVICING OF THE 2011-B LEASES AND 2011-B VEHICLES

     Section 8.01 Identification of 2011-B Leases and 2011-B Vehicles; Securitization Value. The Servicer hereby identifies as 2011-B SUBI Assets the Leased Vehicles and the Leases relating to such Leased Vehicles more particularly described in the Schedule of 2011-B Leases and 2011-B Vehicles (respectively, the “2011-B Vehicles” and the “2011-B Leases”). The Servicer shall calculate the Securitization Value for each 2011-B Lease as of the Cutoff Date.

     Section 8.02 Reallocation and Repurchase of 2011-B Leases and 2011-B Vehicles; Purchase of Matured Vehicles; Lease Pull-Forwards.

          (a) (i) If the Servicer grants a lease term extension of more than 6 months or an extension that extends the lease term beyond the Note Final Scheduled Payment Date for the Class A-4 Notes, with respect to any 2011-B Lease, the Servicer shall, on the related Deposit Date, (A) deposit or cause to be deposited into the 2011-B SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct the Titling Trustee to either reallocate such 2011-B Lease and the related 2011-B Vehicle from the 2011-B SUBI to the UTI or an Other SUBI or cause such 2011-B Lease and 2011-B Vehicle to be conveyed to the Servicer; and (ii) if

(NALT 2011-B SUBI Servicing Supplement)

2

a Lessee changes the domicile of or title to a 2011-B Vehicle and such change would result in the Titling Trust doing business in a Restricted Jurisdiction, the Servicer, on the related Deposit Date, (A) shall deposit or cause to be deposited into the 2011-B SUBI Collection Account an amount equal to the Repurchase Payment, and (B) shall direct the Titling Trustee to either reallocate such 2011-B Lease and the related 2011-B Vehicle from the 2011-B SUBI to an Other SUBI or the UTI or cause such 2011-B Lease and 2011-B 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 2011-B Lease and 2011-B Vehicle as of the Vehicle Representation Date. The Servicer also hereby represents and warrants that (i) each 2011-B Lease is an 2011-B Eligible Lease, and (ii) it used no adverse selection procedures in selecting any of the 2011-B Leases or any of the 2011-B Vehicles for allocation to the 2011-B SUBI. Upon discovery by the Titling Trustee, the Servicer, the Owner Trustee, the Indenture Trustee or the Depositor 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 Issuing Entity in the related 2011-B Lease or 2011-B Vehicle, the entity discovering such incorrectness (if other than the Servicer) shall give prompt written notice to the Servicer. If the Servicer does not cure in all material respects the circumstance or condition with respect to which the representation or warranty was incorrect as of the Cutoff Date prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer discovers such incorrectness (whether pursuant to such notice or otherwise), then the Servicer shall (i) deposit (or cause to be deposited) into the 2011-B SUBI Collection Account an amount equal to the Repurchase Payment on the Deposit Date following the end of such Collection Period, and (ii) direct the Titling Trustee to either reallocate such 2011-B Lease and the related 2011-B Vehicle from the 2011-B SUBI to an Other SUBI or the UTI or cause such 2011-B Lease and 2011-B Vehicle to be conveyed to the Servicer on the Deposit Date.

          (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 2011-B 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 2011-B SUBI Collection Account the Reallocation Payments no later than two Business Days after such reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to retain the Reallocation Payments received during a Collection Period until such amounts are required to be disbursed as set forth in Section 8.03(c). Upon receipt of the Reallocation Payments, the 2011-B SUBI shall have no claim against or interest in such Matured or Defaulted Vehicle.

          (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 2011-B 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 2011-B 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.

(NALT 2011-B SUBI Servicing Supplement)

3

          (e) If any 2011-B Lease and the related 2011-B Vehicle are reallocated to the UTI, until such time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the Servicer shall indemnify, defend and hold harmless the Related Beneficiaries, the Issuing Entity and the Titling Trust from and against any and all loss or liability with respect to or resulting from such 2011-B Lease or 2011-B Vehicle (including the reasonable fees and expenses of counsel) except the Servicer shall not be liable for or required to indemnify the Related Beneficiaries, the Issuing Entity and the Titling Trust from and against any and all special, indirect, consequential or punitive losses or liabilities.

          (f) If the Servicer permits a Lease Pull-Forward, all Pull-Forward Payments due and payable by the Lessee under the Lease will be paid and deposited in the SUBI Collection Account within the time period required for the Servicer to deposit collections into the SUBI Collection Account; provided that, if the Servicer waives the Pull-Forward Payment (or any portion thereof) payable by the Lessee during any Collection Period, the Servicer will be required to deposit the waived amount of the Pull-Forward Payment into the SUBI Collection Account by the next Deposit Date related to such Collection Period.

     Section 8.03 Collections and Payment Date Advance Reimbursement.

          (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 2011-B 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 2011-B 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 2011-B SUBI Collection Account all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of a Matured Vehicle at auction for which the Servicer was reimbursed during the related Collection Period pursuant to Section 8.06; and

     (iii) on each Payment Date, pursuant to the related Payment Date Certificate, allocate Available Funds on deposit in the 2011-B SUBI Collection Account with respect to the related Collection Period and instruct the Indenture Trustee to make, no later than 11:00 a.m., New York City time, or such other time as may be agreed to by the applicable parties, the following deposits and distributions in the following amounts and order of priority:

     (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in respect of 2011-B 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

(NALT 2011-B SUBI Servicing Supplement)

4

have been outstanding as of the end of the Collection Period for at least 90 days (collectively, the “Payment Date Advance Reimbursement”);

     (B) to or on behalf of the Servicer, the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods; and

     (C) to the Note Distribution Account, the Reserve Account and Certificate Distribution Account, as applicable, such distributions in the amounts and order of priority as set forth in Sections 8.04(a), 8.04(b) and 10.01 of the Indenture.

          (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall remit into the SUBI Collection Account the amounts provided for in such Section received during a Collection Period, by (subject to Section 8.03(c)) the close of business on the second Business Day after identification.

          (c) Notwithstanding Section 8.02(c) or 8.03(b) hereof, the Servicer shall be permitted to retain the amounts provided for in such subsections received during a Collection Period until the Business Day preceding the Payment Date on which such amounts are required to be disbursed (or such other date as provided in the Public ABS Transaction referred to below), for so long as no Servicer Default has occurred and is continuing, and the following requirements are met (collectively, the “Monthly Remittance Condition”):

     (i) (A) NMAC (or its successors pursuant to Section 5.03(b) of the Basic Servicing Agreement) is the Servicer, and (B) NMAC’s short-term unsecured debt obligations are rated at least “Prime-1” by Moody’s and “F-1” by Fitch (in each case, so long as Moody’s or Fitch is a Rating Agency);

     (ii) the Servicer obtains a Servicer Letter of Credit or certain other arrangements are made and the Rating Agency Condition is satisfied;

     (iii) the Servicer otherwise satisfies each Rating Agency’s requirements; or

     (iv) if the Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates.

     Pending deposit into the 2011-B SUBI Collection Account, SUBI Collections may be employed by the Servicer at its own risk and for its own benefit and shall not be segregated from its own funds. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction calls for changes in making monthly deposits to the related collection account, then, if the Rating Agency Condition is satisfied, the Servicer will no longer be bound by the Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction.

          (d) Notwithstanding Sections 2.07(a) and 2.11(a) of the Basic Servicing Agreement, the Servicer shall use commercially reasonable efforts in accordance with its

(NALT 2011-B SUBI Servicing Supplement)

5

Customary Servicing Practices to (i) collect all payments required under each Lease and (ii) cause each Lessee to make all payments required under its Lease, accompanied by an invoice, payment coupon or electronic funds transfer notice bearing the lease number to which such payment relates.

     Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this 2011-B Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted to deposit into the 2011-B SUBI Collection Account only the net amount distributable to the Issuing Entity, as holder of the 2011-B SUBI Certificate on the related Deposit Date. The Servicer shall, however, account to the Issuing Entity, the Titling Trustee, the Trust Agent, the Indenture Trustee (or any successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the Securities as if all of the deposits and distributions described herein were made individually.

     Section 8.05 Servicing Compensation.

          (a) As compensation for the performance of its obligations under the Servicing Agreement, the Servicer shall be entitled to receive the Servicing Fee.

          (b) The Servicer shall also be entitled to additional servicing compensation with respect to the 2011-B SUBI Assets in the form of Administrative Charges to the extent not required for the payment of insurance premiums, taxes, or similar charges allocable to the 2011-B Leases; provided, however, that the Servicer may in its sole discretion waive any Administrative Charges, in whole or in part, in connection with any delinquent payments due on a Lease.

     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 2011-B 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 2011-B SUBI Collection Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a Matured Vehicle, the Issuing Entity shall have no claim against or interest in such Matured Vehicle or any Net Auction Proceeds resulting from the sale or other disposition thereof, except with respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of a Matured Vehicle after having made a Sales Proceeds Advance, the Issuing Entity may retain all of such Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to the Securitization Value of the related 2011-B Lease, and shall deposit the Residual Value Surplus, if any, into the 2011-B SUBI Collection Account. If the Net Auction Proceeds are less than the Securitization Value of the related 2011-B Lease, the Servicer may deduct the difference from SUBI Collections in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance. If the Servicer has not sold a Matured Vehicle within six calendar months

(NALT 2011-B SUBI Servicing Supplement)

6

after it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds Advance from the 2011-B SUBI Collection Account. Within six months of receiving such reimbursement, if the related 2011-B Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause such 2011-B Vehicle to be sold at auction and shall remit the proceeds (less Disposition Expenses and Liquidation Expenses) associated with such auction sale to the 2011-B 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 2011-B Lease or 2011-B Vehicle.

     Section 8.07 Third Party Claims. In addition to the requirements set forth in Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the Depositor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind of a third party that would materially and adversely affect the interests of the Depositor or the Issuing Entity with respect to the 2011-B SUBI Assets.

     Section 8.08 Contingent and Excess Liability Insurance Policy. So long as any Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides coverage against third party claims that may be raised against the Titling Trust, the Titling Trustee on behalf of the Titling Trust or the Issuing Entity in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of at least $15 million combined single limit each occurrence and in the aggregate, without limit on the number of occurrences in any policy period (which Insurance Policy may be a blanket Insurance Policy covering the Servicer and one or more of its Affiliates) and (ii) each Rating Agency receives prior written notice of such termination and any replacement insurance policy. The obligations of the Servicer pursuant to this Section shall survive any termination of the Servicer’s other obligations under the Servicing Agreement until such time as claims can no longer be brought that would be covered by such Insurance Policies, whether as a result of the expiration of relevant statutes of limitations or otherwise. Notwithstanding the foregoing, the Servicer shall only be required to maintain the Contingent and Excess Liability Insurance Policy that is required to be maintained by the Servicer in the most recent Public ABS Transaction; provided, that if no such Contingent and Excess Liability Insurance Policy is required to be maintained in the most recent Public ABS Transaction, then no such Contingent and Excess Liability Insurance Policy shall be required hereunder.

(NALT 2011-B SUBI Servicing Supplement)

7

     Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation. On the tenth calendar day of each month (or, if the 10^th day is not a Business Day, the next succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each Related Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit A hereto for the immediately preceding Collection Period.

     Section 8.10 Accountants’ Attestation. So long as the Depositor is filing the attestation report with respect to the Issuing Entity under the Exchange Act, on or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with June 30, 2012, the Servicer shall cause a firm of independent certified public accountants to furnish an attestation report to the Issuing Entity, Indenture Trustee and each Rating Agency as to the Servicer’s Assessment Report of its compliance with the applicable servicing criteria set forth under Item 1122 of Regulation AB during the Servicer’s preceding fiscal year (or since the date of the issuance of the Notes in the case of the first such statement), which shall be deemed furnished upon filing such report with the Commission. The form of attestation report may be deleted or replaced by any similar form using any standards that are now or in the future in use by servicers of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the Commission.

     Section 8.11 Servicer’s Assessment Report; Annual Servicer’s Compliance Statement; Officer’s Certificate; Administrative Agent Compensation.

          (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each of the Rating Agencies, which shall be deemed to be delivered upon filing such report with the Commission, on or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with June 30, 2012, a report assessing the Servicer’s compliance with the servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Items 1122 and 1123 of Regulation AB, as of and for the period ending the end of each fiscal year of the Issuing Entity (the “Servicer’s Assessment Report”) and such Servicer’s Assessment Report will identify any material instance of noncompliance, so long as the Depositor is filing the Servicer’s Assessment Report with respect to the Issuing Entity under the Exchange Act. The form of Servicer’s Assessment Report may be deleted or replaced by any similar form using any standards that are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidelines promulgated by the Commission.

          (b) The Servicer shall also deliver to the Owner Trustee, the Indenture Trustee and each of the Rating Agencies, on or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with June 30, 2012, an Officer’s Certificate with respect to the prior fiscal year of the Servicer ended such calendar year (or with respect to the initial Officer’s Certificate, the period from the date of the initial issuance of the Notes to March 31, 2012), stating that (i) a review of the activities of the Servicer during the preceding 12-month (or shorter) period and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such twelve-month (or shorter) period in all material respects, or, if there has been a failure to fulfill any such obligation, specifying each such failure known to such officer and the nature and status thereof.

(NALT 2011-B SUBI Servicing Supplement)

8

Copies of such statements, certificates and reports may be obtained by the Noteholders or the Certificateholder by a request in writing addressed to the Indenture Trustee or the Owner Trustee.

          (c) On or before the last day of the third month after the end of each fiscal year of the Servicer, beginning with June 30, 2012, for as long as NMAC continues to act as the Servicer, the Servicer shall deliver an Officer’s Certificate substantially in the form of Exhibit B with respect to the Employee Benefit Plans to each Rating Agency, the Owner Trustee and the Indenture Trustee.

          (d) The Servicer shall pay the Administrative Agent an annual payment of compensation in an amount to be agreed to between the Administrative Agent and the Servicer pursuant to Section 1.04 of the Trust Administration Agreement.

     Section 8.12 Servicer Defaults; Termination of Servicer.

          (a) Each of the following acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement with respect to the 2011-B SUBIs:

     (i) the Servicer fails to deliver, or cause to be delivered, any required payment to the Indenture Trustee for distribution to the Noteholders or to the Owner Trustee for distribution to the Trust Certificateholders, which failure continues for five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, or Noteholders or Trust Certificateholders, as applicable, evidencing at least a Majority Interest in the applicable Securities (which for this purpose includes Trust Certificates held by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class;

     (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 8.12(a), which failure materially and adversely affects the rights of a Holder of the 2011-B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the related holders evidencing at least a Majority Interest in the applicable Securities or such default becomes known to the Servicer;

     (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2011-B SUBI Certificate or the holders of the Notes, or the Trust Certificateholders, continues

(NALT 2011-B SUBI Servicing Supplement)

9

unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Titling Trustee or the related holders evidencing a Majority Interest in the applicable Securities, or such default becomes known to the Servicer;

     (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, (B) the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official with respect to the Servicer or of any substantial part of its property or (C) the ordering of the winding up or liquidation of the affairs of the Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or

     (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days;

provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2011-B 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 2011-B 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 2011-B SUBI.

          (b) Upon the occurrence of any Servicer Default, the Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2011-B 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 2011-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the Required

(NALT 2011-B SUBI Servicing Supplement)

10

Related Holders, by notice given to the Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2011-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2011-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2011-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default of the Servicer in the performance of its obligations under the Servicing Agreement and its consequences with respect to the 2011-B 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 2011-B SUBI Certificate), acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the Certificate Balance has been reduced to zero.

          (d) If the Servicer is removed with respect to servicing the 2011-B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2011-B 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.

     Section 8.14 Compliance with Regulation AB. The Servicer agrees to perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it.

     Section 8.15 Currency Swap Agreement. Pursuant to the Trust Agreement, the Issuing Entity may, from time to time, as directed by the Certificateholders by means of notice to the Administrative Agent, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Trust Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuing Entity enters into the Currency Swap Agreement, the Rating Agency Condition shall have been satisfied, and (2) any payments to the Currency

(NALT 2011-B SUBI Servicing Supplement)

11

Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Trust Certificateholders. Any payments received by the Issuing Entity from the Currency Swap Counterparty under a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Trust Certificateholders on the related Payment Date. In connection with executing any such Currency Swap Agreement, the Issuing Entity, Indenture Trustee, Owner Trustee, Seller and Servicer will enter into an amendment to this Sale and Servicing Agreement, subject to Section 9.03, in a form approved by the Trust Certificateholders, that will specify the creation of any necessary accounts and modifications of any provisions hereof to the extent necessary or appropriate to effectuate the intention of such Currency Swap Agreement.

     Section 8.16 Possession of Lease Documents. Notwithstanding anything to the contrary in Section 2.03 of the Basic Servicing Agreement, the Servicer or its designee may hold the Lease Documents at locations in the continental United States. The Servicer will furnish to the Administrative Agent, as soon as practicable after receiving a request therefor, a list of all locations where Lease Documents are kept.

ARTICLE NINE

MISCELLANEOUS

     Section 9.01 Termination of Servicing Supplement. This 2011-B Servicing Supplement shall terminate upon the earlier to occur of (i) the termination of the 2011-B SUBI or (ii) with respect to the Servicer, but not as to the applicable successor Servicer, the resignation or removal of the Servicer with respect to the 2011-B SUBI in accordance with the terms of the Servicing Agreement. Any such termination hereunder shall effect a termination only with respect to the 2011-B 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 2011-B Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws.

     Section 9.03 Amendment.

          (a) Notwithstanding any provision of the Basic Servicing Agreement, the Basic Servicing Agreement, as supplemented by this 2011-B Servicing Supplement, to the extent that it relates solely to the 2011-B SUBI and the 2011-B SUBI Assets, may be amended in accordance with this Section 9.03.

          (b) Any term or provision of this 2011-B Servicing Supplement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer delivered to the Indenture Trustee, materially and adversely affect the

(NALT 2011-B SUBI Servicing Supplement)

12

interests of the Noteholders, and (ii) any amendment that materially adversely affects the interests of the Trust Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are adversely affected; provided, further that an opinion of counsel is delivered to the Titling Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and Notes will properly be characterized as indebtedness that is secured by the assets of the Issuing Entity. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Trust Certificateholder, the Delaware Trustee or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Titling Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that affects the Titling Trustee’s or the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

          (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such.

          (d) Notwithstanding anything herein to the contrary, any term or provision of this 2011-B Servicing Supplement may be amended by the parties hereto without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate described in Section 9.03(b)(i)(B) is delivered to the Indenture Trustee.

          (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

          (f) Prior to the execution of any amendment to this 2011-B SUBI Servicing Supplement, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this 2011-B SUBI Servicing Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee and the Owner Trustee.

          (g) None of U.S. Bank, as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating

(NALT 2011-B SUBI Servicing Supplement)

13

Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of U.S. Bank, NILT, Inc. and the Indenture Trustee an Officer’s Certificate to that effect, and U.S. Bank. NILT, Inc. and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

     Section 9.04 Relationship of this 2011-B Servicing Supplement to Other Trust Documents. Unless the context otherwise requires, this 2011-B 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 2011-B Servicing Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets, the provisions of this 2011-B Servicing Supplement shall prevail and (ii) the Basic Servicing Agreement, the provisions of this 2011-B Servicing Supplement shall control.

     Section 9.05 Binding Effect. The provisions of this 2011-B Servicing Supplement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the Issuing Entity.

     Section 9.06 Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     Section 9.07 Counterparts. This 2011-B 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 2011-B Servicing Supplement and to better assure and confirm unto the requesting party its rights, powers, and remedies hereunder.

     Section 9.09 Third-Party Beneficiaries. The Issuing Entity, each Holder of the 2011-B 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.

(NALT 2011-B SUBI Servicing Supplement)

14

     Section 9.11 No Petition. Each of the parties hereto, by entering into this 2011-B Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing Agreement, hereby covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this 2011-B Servicing Supplement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement, the Basic Servicing Agreement or this 2011-B Servicing Supplement.

     Section 9.12 No Recourse.

          (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by 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, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on 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 (iv) 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.

          (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by NILT, Inc., not individually or personally, but solely as Titling Trustee of Nissan-Infiniti LT, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of Nissan-Infiniti LT, is made and intended not as personal representations, undertakings, and agreements by NILT, Inc., but is made and intended for the purpose of binding only Nissan-Infiniti LT, (iii) nothing herein contained shall be construed as creating any liability on NILT, Inc., individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall NILT, Inc. be personally liable for the payment of any indebtedness or expenses of Nissan-Infiniti LT under this Agreement or any other related documents.

     Section 9.13 Notices. The notice provisions of Section 6.05 of the Basic Servicing Agreement shall apply equally to this 2011-B Servicing Supplement. A copy of each notice or other writing required to be delivered to the Servicer pursuant to the Servicing Agreement also shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or, in the case of mail, email (if an email address is provided) or facsimile notice, when actually received by the intended recipient, addressed to the party to be notified, and sent to (i) the Owner Trustee at Wilmington Trust, National Association,

(NALT 2011-B SUBI Servicing Supplement)

15

Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) the Servicer at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com and matt.zimmerman@nissan-usa.com), Attention: Treasurer; (iii) the Trust Agent at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: NILT, Inc. (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com); or (iv) at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto; provided, however, any demand, notice or communication to be delivered pursuant to the Servicing Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

[Signature Pages to Follow]

(NALT 2011-B SUBI Servicing Supplement)

16

IN WITNESS WHEREOF, the parties hereto have caused this 2011-B Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written.

NISSAN-INFINITI LT, as Titling Trust
By:	NILT, INC.,
	as Titling Trustee

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

NILT TRUST, as Grantor and UTI Beneficiary
By:	U.S. BANK NATIONAL ASSOCIATION,
	as 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

(NALT 2011-B SUBI Servicing Supplement)

S-1

EXHIBIT A

FORM OF SETTLEMENT STATEMENT

(See Attached)

(NALT 2011-B SUBI Servicing Supplement)

A-1

EXHIBIT B

FORM OF ANNUAL ERISA CERTIFICATION

(As required to be delivered on or before June 30 of each
calendar year beginning with June 30, 2012, pursuant to
Section 8.11 of the 2011-B Servicing Supplement)

NISSAN MOTOR ACCEPTANCE CORPORATION

NISSAN AUTO LEASE TRUST 2011-B

     The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation (“NMAC”), as Servicer, pursuant to the 2011-B SUBI Servicing Supplement to the Basic Servicing Agreement dated as of September 28, 2011 (as amended and supplemented, or otherwise modified and in effect from time to time, the “2011-B Servicing Supplement”), by and among NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that:

     1. The undersigned is an Authorized Officer of NMAC.

     2. As of the end of NMAC’s preceding fiscal year, with respect to Employee Benefit Plans:

(a) [Employee Benefit Plan assets exceed the present value of accrued benefits][The present value of the accrued benefits exceeds plan assets] under each of the Employee Benefit Plans as of the close of the most recent Employee Benefit Plan year, as required to be reported in the financial statements for such Employee Benefit Plan filed with the most recent Form 5500 for such Employee Benefit Plan (the “Most Recent Plan Financial Statements”).

[Select from the following statements]

(b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the value of the assets of any Employee Benefit Plan it maintains would not be sufficient to cover any Funding Target; or (ii) is contemplating benefit improvements with respect to any Employee Benefit Plan then maintained by any such entity or the establishment of any new Employee Benefit Plan, either of which would cause any such entity to maintain a Employee Benefit Plan with a Funding Target in excess of plan assets. The term “Funding Target” has the meaning set forth in section 430(d) of the Internal Revenue Code.][Describe any failure of the certifications in clauses (i) and (ii) to be true.]

(NALT 2011-B SUBI Servicing Supplement)

B-1

(c) [If all of the Employee Benefit Plans (other than a multiemployer Employee Benefit Plan) were terminated (disregarding any Employee Benefit Plans with surpluses), the unfunded liabilities at such date with respect to such Employee Benefit Plans, their participants or beneficiaries, and the Pension Benefit Guaranty Corporation, would not have exceeded [5%] of the consolidated net worth of Nissan Motor Co., Ltd. or [25%] of the consolidated net worth of Nissan North America, Inc. at such date.]

(d) [There are no unpaid minimum required contributions with respect to any Employee Benefit Plan as disclosed on the Most Recent Plan Financial Statements.]

(e) [Describe any facts that would cause the statements in clauses (b), (c) or (d) to be incorrect.]

     Capitalized terms used but not defined herein are used as defined in the 2011-B Servicing Supplement, and if not defined therein, as defined in the Agreement of Definitions, dated as of September 28, 2011, among Nissan Auto Lease Trust 2011-B, NILT Trust, as grantor and UTI beneficiary, Nissan-Infiniti LT, as the titling trust, NMAC, in its individual capacity, as Servicer and as administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as the titling trustee, Wilmington Trust, National Association, as owner trustee, Wilmington Trust Company, as Delaware trustee, U.S. Bank, as trust agent, and U.S. Bank, as indenture trustee.

(NALT 2011-B SUBI Servicing Supplement)

B-2

     IN WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this ____ day of _________.

By:
	Name:
	Title:

(NALT 2011-B SUBI Servicing Supplement)

B-3

SCHEDULE A

REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS

PART I

DEFINED TERMS

     Section 1.01. As used in this Schedule A, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined); unless otherwise defined herein, terms used in this Schedule A that are defined in the Agreement to which this Schedule A is attached shall have the same meanings herein as in the Agreement:

     “Commission”: The United States Securities and Exchange Commission.

     “Regulation AB”: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as has been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

     “Securities Act”: The Securities Act of 1933, as amended.

PART II

COMPLIANCE WITH REGULATION AB

     Section 2.01. Intent of the Parties; Reasonableness.

     Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer acknowledges and agrees that the purpose of Part II of this Schedule A is to facilitate compliance by the Issuing Entity and the Servicer with the provisions of Regulation AB and related rules and regulations of the Commission.

     Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer acknowledge that their respective obligations hereunder may be supplemented and modified as reasonably necessary to be consistent with any amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, in respect of the requirements of Regulation AB. In addition, each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer shall comply with reasonable requests made by the Issuing Entity for delivery of additional or different information as the Issuing Entity may determine in good faith is necessary to comply with the provisions of Regulation AB, provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably requested.

(NALT 2011-B SUBI Servicing Supplement)

EX-10.4

Exhibit 10.4

NISSAN AUTO LEASING LLC II,
as Depositor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

AMENDED AND RESTATED
TRUST AGREEMENT

Dated as of September 28, 2011

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 Issuing Entity Property		4
SECTION 2.09 Situs of Issuing Entity		4
SECTION 2.10 Representations and Warranties of the Depositor		4
SECTION 2.11 Power of Attorney		5
ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS		6
SECTION 3.01 Initial Ownership		6
SECTION 3.02 The Trust Certificates		6
SECTION 3.03 Authentication and Delivery of Trust Certificates		6
SECTION 3.04 Registration of Transfer and Exchange		7
SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates		9
SECTION 3.06 Persons Deemed Trust Certificateholders		10
SECTION 3.07 Access to List of Trust Certificateholders’ Names and Addresses		10
SECTION 3.08 Maintenance of Office or Agency		10
SECTION 3.09 Appointment of Paying Agent		10
SECTION 3.10 Ownership by the Depositor of Trust Certificates		11
ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS		11
SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters		11
SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters		12
SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy		12

TABLE OF CONTENTS

	Page
SECTION 4.04 Restrictions on Trust Certificateholders’ Power		12
SECTION 4.05 Majority Control		12
ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		12
SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account		12
SECTION 5.02 Application of Issuing Entity Funds		14
SECTION 5.03 Method of Payment		17
SECTION 5.04 Duties of Depositor on Behalf of Issuing Entity		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		18
SECTION 6.04 No Duties Except as Specified		19
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		23
SECTION 7.06 Owner Trustee Not Liable for Trust Certificates		23
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
SECTION 9.01 Termination of Trust Agreement		25
SECTION 9.02 [Reserved]		26
SECTION 9.03 Purchase of the 2011-B SUBI Certificate; Repayment of the Trust Certificates		26
ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		27

TABLE OF CONTENTS

	Page
SECTION 10.01 Eligibility Requirements for Owner Trustee		27
SECTION 10.02 Resignation or Removal of Owner Trustee		27
SECTION 10.03 Successor Owner Trustee		28
SECTION 10.04 Merger or Consolidation of Owner Trustee		28
SECTION 10.05 Appointment of Co-Trustee or Separate Trustee		29
ARTICLE ELEVEN TAX MATTERS		30
SECTION 11.01 Tax and Accounting Characterization		30
SECTION 11.02 Signature on Returns; Tax Matters Partner		30
SECTION 11.03 Tax Reporting		31
ARTICLE TWELVE MISCELLANEOUS		31
SECTION 12.01 Supplements and Amendments		31
SECTION 12.02 No Legal Title to Owner Trust Estate		32
SECTION 12.03 Limitations on Rights of Others		33
SECTION 12.04 Notices		33
SECTION 12.05 Severability		33
SECTION 12.06 Counterparts		34
SECTION 12.07 Successors and Assigns		34
SECTION 12.08 No Petition		34
SECTION 12.09 No Recourse		34
SECTION 12.10 Headings		34
SECTION 12.11 GOVERNING LAW		34
SECTION 12.12 Trust Certificates Nonassessable and Fully Paid		34
SECTION 12.13 Furnishing of Basic Documents		34
EXHIBITS
Exhibit A — Form of Trust Certificate
Exhibit B — Form of Transferee Representation Letter

AMENDED AND RESTATED TRUST AGREEMENT

     This Amended and Restated Trust Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 28, 2011, is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and Wilmington Trust, National Association, a national banking association with trust powers (“Wilmington Trust”), as trustee (the “Owner Trustee”).

     WHEREAS, the parties hereto entered into a trust agreement, dated as of August 31, 2011 (the “Initial Trust Agreement”) pursuant to which the Nissan Auto Lease Trust 2011-B (the “Issuing Entity”) was created; and

     WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Initial Trust Agreement will be amended and restated, and $198,693,999.35 aggregate principal amount of Asset Backed Certificates and $156,000,000 aggregate principal amount of 0.34985% Asset Backed Class A-1 Notes, $378,000,000 aggregate principal amount of LIBOR + 0.18% Asset Backed Class A-2 Notes, $351,000,000 aggregate principal amount of 0.92% Asset Backed Class A-3 Notes and $85,000,000 aggregate principal amount of 1.10% Asset Backed Class A-4 Notes will be issued.

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

ARTICLE ONE

DEFINITIONS

     SECTION 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), Wilmington Trust, as Owner Trustee, Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (in such capacity, the “Delaware Trustee”), U.S. Bank National Association, a national banking association (“U.S. Bank”), as trust agent (in such capacity, the “Trust Agent”), and U.S. Bank National Association, a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”).

     SECTION 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) references to an Article or Section

(NALT 2011-B Amended and Restated Trust Agreement)

1

such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

ARTICLE TWO

ORGANIZATION

     SECTION 2.01 Name and Status. The trust created hereby shall be known as “Nissan Auto Lease Trust 2011-B,” in which name the Issuing Entity may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. It is the intention of the parties hereto that the Issuing Entity shall be a statutory trust under the Statutory Trust Statute, and that this Agreement shall constitute the governing instrument of that statutory trust.

     SECTION 2.02 Office. The chief executive office and principal place of business of the Issuing Entity shall be in care of the Owner Trustee, initially at the Owner Corporate Trust Office and thereafter at such other address as the Owner Trustee may designate by written notice to the Trust Certificateholders and the Depositor.

     SECTION 2.03 Purposes and Powers.

     (a) The purpose of the Issuing Entity is, and the Issuing Entity shall have the power and authority and is authorized, to engage in the following activities:

          (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement;

          (ii) to acquire the 2011-B SUBI Certificate from the Depositor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Certificate to the Depositor;

          (iii) to pay interest on and principal of the Notes;

(NALT 2011-B Amended and Restated Trust Agreement)

2

          (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuing Entity pursuant to, the Indenture;

          (v) to enter into and perform its obligations under the Basic Documents to which the Issuing Entity 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, including, without limitation, any Currency Swap as provided in Section 8.16 of the 2011-B Servicing Supplement; 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 and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any.

     (b) The Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

     SECTION 2.04 Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Issuing Entity effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment.

     SECTION 2.05 Liability of the Trust Certificateholders. No Trust Certificateholder shall have any personal liability for any liability or obligation of the Issuing Entity, solely by reason of it being a Trust Certificateholder.

     SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The Owner Trustee hereby acknowledges receipt from the Depositor in connection with the Initial Trust Agreement of the sum of $1.00, which constituted the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Depositor shall pay organizational expenses of the Issuing Entity as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

     SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to Section 8.16 of the 2011-B Servicing Supplement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the

(NALT 2011-B Amended and Restated Trust Agreement)

3

Issuing Entity under the Basic Documents. It is the intention of the parties hereto that the Issuing Entity 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 Issuing Entity shall be treated as a division or branch of the Trust Certificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and to the extent not inconsistent herewith, under the Statutory Trust Statute for the purpose and to the extent necessary to accomplish the purpose of the Issuing Entity as set forth in Sections 2.03(a) and 2.03(b). At the direction of the Depositor, the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Statute, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the provisions hereof.

     SECTION 2.08 Title to Issuing Entity Property. Legal title to the Owner Trust Estate shall be vested at all times in the Issuing Entity as a separate legal entity.

     SECTION 2.09 Situs of Issuing Entity. The Issuing Entity shall be located and administered in the state of Delaware or New York. All bank accounts maintained by the Owner Trustee on behalf of the Issuing Entity shall be located in the states of California, Delaware or New York. The Issuing Entity shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the state of Delaware.

     SECTION 2.10 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee as of the Closing Date that:

     (a) Organization and Good Standing. The Depositor has been duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

     (b) Due Qualification. The Depositor 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 Depositor or would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement.

     (c) Power and Authority. The Depositor (i) has the power and authority to execute and deliver this Agreement and to carry out its terms; (ii) had, immediately prior to the sale and transfer contemplated by the Trust SUBI Certificate Transfer Agreement, good title to and is the sole legal and beneficial owner of the 2011-B SUBI Certificate, free and clear of Liens and claims; (iii) has full power and authority to transfer the 2011-B SUBI Certificate and deposit the same with the Issuing Entity; (iv) duly authorized such transfer and deposit to the Issuing Entity by all necessary action; and (v) duly authorized the execution, delivery and performance of this Agreement by all necessary action.

(NALT 2011-B Amended and Restated Trust Agreement)

4

     (d) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Depositor, 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 company agreement of the Depositor (together, the “Depositor’s Formation Documents”), any material indenture, agreement or other instrument to which the Depositor 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 Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement.

     (f) No Proceedings. There are no proceedings or investigations pending, or to the Depositor’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor 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 Depositor 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 Depositor and that would be likely materially and adversely to affect the federal income tax or any state income tax attributes of the Issuing Entity, the Notes or the Trust Certificates.

     (g) Independent Manager. Notwithstanding anything to the contrary in the Depositor’s Formation Documents, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

     SECTION 2.11 Power of Attorney. Pursuant to the Trust Administration Agreement, the Owner Trustee has authorized the Administrative Agent to perform certain of its administrative duties hereunder, including duties with respect to the management of the Owner Trust Estate, and in connection therewith hereby grants the Administrative Agent its revocable power of attorney. Each Trust Certificateholder by such Holder’s acceptance of any Trust Certificate or beneficial interest therein, as the case may be, shall be deemed to have granted power of attorney to the Administrative Agent for purposes of actions taken or to be taken with respect to the Trust Certificates.

(NALT 2011-B Amended and Restated Trust Agreement)

5

ARTICLE THREE

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     SECTION 3.01 Initial Ownership. Upon the formation of the Issuing Entity by the contribution by the Depositor pursuant to Section 2.06 and until the issuance of the Trust Certificates, the Depositor shall be sole beneficiary of the Issuing Entity.

     SECTION 3.02 The Trust Certificates.

     (a) The Trust Certificates shall be substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void.

     (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. \

     If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

     SECTION 3.03 Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 2011-B SUBI Certificate to the Issuing Entity, the Owner Trustee shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or upon the written order of the Depositor, in authorized denominations, evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature; and such authentication shall constitute conclusive evidence, and the only evidence, that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. Wilmington Trust shall be the initial Authenticating Agent of the Owner Trustee

(NALT 2011-B Amended and Restated Trust Agreement)

6

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 is hereby appointed as the initial Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement.

     (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law.

     If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following:

          (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code.

          (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation 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 percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates.

(NALT 2011-B Amended and Restated Trust Agreement)

7

          (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 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer.

          (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above.

     If and to the extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to United States Federal income taxation, regardless of its source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d).

     (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act.

     (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange the Owner Trustee shall execute and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate

(NALT 2011-B Amended and Restated Trust Agreement)

8

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-9 or such other form as may be reasonably required to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates.

     The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction.

     (e) The provisions of this Section generally are intended, among other things, to prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

     The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

     SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If any mutilated Trust Certificate is surrendered to the Certificate Registrar, or if the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been transferred to a protected purchaser and provided that the requirements of Section 8-405 of the UCC are met, the Owner Trustee on behalf of the Issuing Entity shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Issuing Entity, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

(NALT 2011-B Amended and Restated Trust Agreement)

9

     SECTION 3.06 Persons Deemed Trust Certificateholders. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary.

     SECTION 3.07 Access to List of Trust Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and the Depositor or the Indenture Trustee, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer, the Depositor or the Indenture Trustee in writing, a list, in such form as the requesting party may reasonably request, of the names and addresses of the Trust Certificateholders as of the most recent Record Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust Certificateholders evidencing not less than 25% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Trust Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Trust Certificateholders. Each Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer, as the case may be, accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

     SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Trust Certificates and the other Basic Documents to which the Issuing Entity is a party may be served. The Owner Trustee initially designates the Owner Corporate Trust Office as the office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and the other Trust Certificateholders of any change in the location of the Certificate Register or any such office or agency.

     SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make distributions to the Trust Certificateholders pursuant to Section 5.02, and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be 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 Depositor 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 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

(NALT 2011-B Amended and Restated Trust Agreement)

10

additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums are paid to the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

     SECTION 3.10 Ownership by the Depositor of Trust Certificates. The Depositor shall receive on the Closing Date in accordance with Section 3.02 beneficial and record ownership of Trust Certificates representing 100% of the Certificate Balance. Notwithstanding any other provision of this Agreement to the contrary, the Depositor may not transfer any Trust Certificate prior to payment in full of the Notes unless the Rating Agency Condition has been satisfied with respect to such transfer.

ARTICLE FOUR

ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS

     SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) the Owner Trustee has notified the Trust Certificateholders in writing of the proposed action (or such shorter period as shall be agreed to in writing by all Trust Certificateholders) at least 30 days before the taking of such action and (ii) the Owner Trustee has not received written notification from Trust Certificateholders representing at least 25% of the Certificate Balance prior to the 30th day after such notice is given that such Trust Certificateholders have withheld consent or provided alternative direction:

     (a) the initiation of any claim or lawsuit by the Issuing Entity or the settlement or compromise of any action, claim or lawsuit involving the Issuing Entity (other than an action brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2011-B SUBI Certificate to collect amounts owed under a 2011-B Lease or 2011-B Vehicle);

     (b) the 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 the Trust Certificateholder is required and such consent has not been granted;

     (d) the amendment of any Basic Document other than pursuant to, and in accordance with, the amendment provision set forth in such Basic Document; or

(NALT 2011-B Amended and Restated Trust Agreement)

11

     (e) the appointment of a successor Owner Trustee or successor Indenture Trustee.

     SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters.

     (a) Except as set forth in Section 4.02(b) and subject to the provisions and limitations of Section 4.04, to the extent the Issuing Entity is deemed to be the Holder of the 2011-B SUBI Certificate pursuant to the SUBI Trust Agreement, the Issuing Entity shall take such actions as directed in writing by Trust Certificateholders holding Trust Certificates evidencing an interest of at least 50% of the outstanding Certificate Balance.

     (b) The Owner Trustee shall not have the power, except upon the direction of the Trust Certificateholders, to (a) remove the Administrative Agent pursuant to Section 1.09 of the Trust Administration Agreement, (b) appoint a successor Administrative Agent pursuant to Section 1.09 of the Trust Administration Agreement, (c) remove the Servicer pursuant to Section 8.12(c) of the 2011-B Servicing Supplement or (d) except as expressly provided in the Basic Documents, sell the 2011-B SUBI Certificate after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of 100% of the Trust Certificateholders.

     SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuing Entity without the unanimous prior approval of all Trust Certificateholders (including the board of managers of the Depositor (including the Independent Managers, as such term is defined in the Depositor’s limited liability company agreement) and the delivery to the Owner Trustee of a written certification by each Trust Certificateholder that such Trust Certificateholder reasonably believes that the Issuing Entity is insolvent.

     SECTION 4.04 Restrictions on Trust Certificateholders’ Power. The Trust Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuing Entity or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuing Entity as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

     SECTION 4.05 Majority Control. Except as expressly provided herein, any action that may be taken by the Trust Certificateholders under this Agreement may be taken by the Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates. Except as expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant to this Agreement shall be effective if signed by Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates at the time of delivery of such notice.

ARTICLE FIVE

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account.

(NALT 2011-B Amended and Restated Trust Agreement)

12

     (a) The Owner Trustee, for the benefit of the Trust Certificateholders, shall establish and maintain, or cause to be established and maintained, at the direction of the Depositor, an Eligible Account with and in the name of the Owner Trustee which shall be designated the “Certificate Distribution Account.” The Owner Trustee and the Depositor hereby authorize and direct U.S. Bank to establish the Certificate Distribution Account for the benefit of the Owner Trustee. The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Certificateholders.

     The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Trust Certificateholders. If at any time the Certificate Distribution Account ceases to be an Eligible Account or if the majority of Trust Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Certificate Distribution Account should be moved, then the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall, within ten Business Days following notification of such occurrence (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition is satisfied), establish a new Certificate Distribution Account as an Eligible Account at a depository institution or trust company selected by a majority of the Trust Certificateholders and shall transfer any cash or investments to such new Certificate Distribution Account.

     (b) The Servicer, on behalf of the Issuing Entity, shall establish and maintain an Eligible Account (initially at 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 of Notes has been reduced to zero and thereafter under the sole dominion and control of the Owner Trustee. On the Closing Date, the Depositor will use the net proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the Issuing Entity, which the Issuing Entity shall use to cause the Initial Deposit Amount to be deposited into the Reserve Account. All deposits to and withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents.

     (c) The Issuing Entity shall take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, the Control Agreement or any UCC financing statements) as may be determined to be reasonably necessary by the Administrative Agent on behalf of the Issuing Entity, in order to perfect the interests created by Section 5.01 (b) and otherwise fully effectuate the purposes, terms and conditions of this Section. The Issuing Entity (or Administrative Agent on behalf of the Issuing Entity) shall:

(NALT 2011-B Amended and Restated Trust Agreement)

13

          (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 Owner Trustee of each such filing): (A) any change in the Depositor’s corporate name or any trade name, (B) any change in the location of is chief executive office or principal place of business or (C) any merger or consolidation or other change in its identity or corporate structure.

     SECTION 5.02 Application of Issuing Entity Funds.

     (a) On each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent) shall distribute, to the extent of funds available, the amount on deposit in the Certificate Distribution Account (after giving effect to all deposits to the Certificate Distribution Account on such date), (i) first, if all Classes of Notes have been paid in full, for the payment of principal of the Trust Certificates on such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Payment Date until the Certificate Balance is zero and (ii) second, any remaining amounts to the Trust Certificateholders.

     (b) On or after the date on which the Outstanding Amount of the Notes has been reduced to zero, pursuant to the Indenture 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 Paying Agent in the order and priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee and the Paying Agent shall comply with Sections 8.04(d) and 8.05(a) of the Indenture.

     On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Trust Certificateholder, as beneficial owner of the Issuing Entity, without recourse, representation or warranty (except as set forth in Section 7.03), all of the Issuing Entity’s right, title, and interest in, to and under the Reserve Account Property and all other remaining assets of the Issuing Entity.

     (c) If requested by the Trust Certificateholder, for any 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 allocable to the 2011-B SUBI Certificate;

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

(NALT 2011-B Amended and Restated Trust Agreement)

14

          (iii) the amount of interest accrued during such Accrual Period on each Class of the Notes and for each Class of Floating Rate Notes, the applicable Interest Rate for the related Accrual Period relative to such Payment Date;

          (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance and the Certificate Balance, in each case on the day immediately preceding such Payment Date;

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

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

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

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

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

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

          (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) [Reserved],

          (xv) [Reserved],

          (xvi) the Servicing Fee for such Collection Period,

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

(NALT 2011-B Amended and Restated Trust Agreement)

15

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

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

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

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

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

          (xxiii) any material change in the underwriting, origination or acquisition of Leases; and

          (xxiv) the amount of the currency swap payments and the currency swap termination payments, if any, due to the Currency Swap Counterparty under the Currency Swap Agreement described in Section 8.16 of the 2011-B Servicing Supplement.

     The information required to be delivered by such Distribution Statement may be included with such other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents.

     (d) If any withholding tax is imposed on the Issuing Entity’s payment (or, if the Issuing Entity is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Issuing Entity (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Trust Certificateholders, at the time it is withheld by the Issuing Entity for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as any distribution to a “non-U. S. person” (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

(NALT 2011-B Amended and Restated Trust Agreement)

16

     (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s or the Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or the Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

     (f) The Issuing Entity may, from time to time, at its option, and as directed by the Trust Certificateholders pursuant to Section 4.02 of this Agreement and as provided in Section 8.16 of the 2011-B Servicing Supplement, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Trust Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuing Entity enters into the Currency Swap Agreement, the Rating Agency Condition shall have been satisfied, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Trust Certificateholders. If the Trust Certificateholders notify the Administrative Agent of the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity. Any payments received by the Issuing Entity from the Currency Swap Counterparty under a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Trust Certificateholders on the related Payment Date.

     SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of the Trust Certificates, distributions required to be made to Trust Certificateholders on any Payment Date shall be made to each Trust Certificateholder of record on the related Record Date by check mailed to such Trust Certificateholder at the address of such holder appearing on the Certificate Register, except that a Trust Certificateholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee at least five Business Days prior to the Record Date. Notwithstanding the foregoing, the final payment on the Trust Certificates shall be made only upon presentation and surrender of such Trust Certificates at the office or agency specified in the notice of final payment to the Trust Certificateholders delivered pursuant to Section 9.01(c).

     SECTION 5.04 Duties of Depositor on Behalf of Issuing Entity. On behalf of the Issuing Entity, the Depositor shall prepare or cause the Servicer to prepare and, after execution by the Issuing Entity, file with the Commission and any applicable state agencies all documents required to be filed by the Issuing Entity on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and transmit such summaries to the Noteholders, pursuant to Section 7.03 of the Indenture.

(NALT 2011-B Amended and Restated Trust Agreement)

17

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

     SECTION 6.01 General Authority. The Owner Trustee shall administer the Issuing Entity in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, in accordance with the Basic Documents. Subject to the provisions and limitations of Sections 2.03 and 2.07, the Owner Trustee is authorized and directed to execute and deliver on behalf of the Issuing Entity the Basic Documents to which the Issuing Entity is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Issuing Entity is to be a party, in each case in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof and the Depositor’s execution of this Agreement, and on behalf of the Issuing Entity, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $156,000,000, Class A-2 Notes in the aggregate principal amount of $378,000,000, Class A-3 Notes in the aggregate principal amount of $351,000,000 and Class A-4 Notes in the aggregate principal amount of $85,000,000. In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Issuing Entity pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Issuing Entity as is permitted by the Basic Documents and that the Servicer or the Administrative Agent recommends with respect to the Basic Documents, except to the extent this Agreement expressly requires the consent of the Trust Certificateholders for such action.

     SECTION 6.02 General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to discharge or cause to be discharged all of its responsibilities pursuant to the terms of the Basic Documents to which the Issuing Entity is a party and to administer the Issuing Entity in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee and in accordance with the provisions of the Basic Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrative Agent has agreed in the Trust Administration Agreement to perform any act or to discharge any duty of the Issuing Entity or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrative Agent to carry out its obligations under the Trust Administration Agreement.

     SECTION 6.03 Action Upon Instruction.

     (a) Subject to Article Four and in accordance with the terms of the Basic Documents, the Depositor may by written instruction direct the Owner Trustee in the administration of the Issuing Entity subject to, and in accordance with, the terms of the Basic Documents. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement.

(NALT 2011-B Amended and Restated Trust Agreement)

18

     (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability (unless provided adequate indemnity) on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law or any obligation of the Owner Trustee or the Issuing Entity.

     (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

     (d) If the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received from Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

     (e) Notwithstanding the foregoing, the right of the Depositor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

     SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not be required to perform any of the obligations of the Issuing Entity under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the 2011-B SUBI Supplement, (ii) the Depositor under this Agreement, the

(NALT 2011-B Amended and Restated Trust Agreement)

19

Servicing Agreement, the Indenture or the SUBI Certificate Transfer Agreement, (iii) the Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuing Entity is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest in the Owner Trust Estate or to record this Agreement or any other Basic Document. Notwithstanding anything to the contrary herein or in any Basic Document, neither the Indenture Trustee, the Titling Trustee nor the Trust Agent shall be required to execute, deliver or certify on behalf of the Issuing Entity or any other person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result from actions by or claims against the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate.

     SECTION 6.05 No Action Unless Specifically Authorized. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Issuing Entity or the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell, pledge, assign or convey the 2011-B SUBI Certificate, except as specifically required or permitted by the Basic Documents.

     SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (i) that is contrary to the purposes of the Issuing Entity set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would (a) affect the treatment of the Notes as debt for federal income tax purposes, (b) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (c) cause the Issuing Entity, the Depositor or the Titling Trust or any portion thereof to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal or state income or franchise tax purposes. The Trust Certificateholders and the Depositor shall not direct the Owner Trustee to take action that would violate the provisions of this Section. Notwithstanding anything herein to the contrary, the Depositor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates.

(NALT 2011-B Amended and Restated Trust Agreement)

20

ARTICLE SEVEN

CONCERNING THE OWNER TRUSTEE

     SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 made by the Owner Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in the preceding sentence:

     (a) the Owner Trustee shall not be liable for any error in judgment of an officer of the Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;

     (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Depositor, the Indenture Trustee, the Administrative Agent or the Servicer;

     (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

     (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or the principal of the Trust Certificates;

     (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Securityholder or any third party dealing with the Issuing Entity or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;

     (f) the Owner Trustee shall not be liable for the misfeasance, malfeasance or nonfeasance of the Servicer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Issuing Entity or the Depositor under this Agreement or the Basic Documents that are required to be performed by the Servicer under the Servicing

(NALT 2011-B Amended and Restated Trust Agreement)

21

Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the Indenture Trustee under the Indenture; 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 Depositor and the Trust Certificateholders, that:

     (a) It is a national banking association with trust powers duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite power, right and authority to execute, deliver and perform its obligations under this Agreement.

     (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement and each other Basic Document to which it is a party, and this Agreement and each other Basic Document to which it is a party will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement and each other Basic Document to which it is a party on its behalf.

     (c) Neither the execution nor the delivery by it of this Agreement and each other Basic Document to which it is a party , nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee individually that are unrelated to this Agreement or the other Basic Documents.

     (d) This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding agreement of it, enforceable against the Owner Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, liquidation, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and

(NALT 2011-B Amended and Restated Trust Agreement)

22

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 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 acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

     SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates and its representations and warranties in Section 7.03) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust

(NALT 2011-B Amended and Restated Trust Agreement)

23

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 2011-B SUBI Certificate, or for the compliance by the Depositor, the Administrative Agent or the Servicer with any warranty or representation made under any Basic Document or for the accuracy of any such warranty or representation or for any action of the Administrative Agent, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee; provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement.

     SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Servicer, the Administrative Agent, the Indenture Trustee and their respective Affiliates, in banking transactions with the same rights as it would have if it were not the Owner Trustee.

ARTICLE EIGHT

COMPENSATION OF OWNER TRUSTEE

     SECTION 8.01 Owner Trustee’s Compensation and Indemnification.

     (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from Administrative Agent (without duplication) for its services hereunder such fees as have been separately agreed upon before the date hereof between the Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Administrative Agent shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except that the Administrative Agent shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any income or similar taxes on any fees payable to any Indemnified Party, for any willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld. Any amounts due and owing to the Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of the Trust and a

(NALT 2011-B Amended and Restated Trust Agreement)

24

claim upon the Owner Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the reimbursement of any payments made by the Administrative Agent pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such payment pursuant to the Indenture, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrative Agent in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent shall reimburse the Issuing Entity in full for such payments.

     (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Depositor, the Administrative Agent or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrative Agent, the Servicer, the Depositor or the Indenture Trustee.

ARTICLE NINE

TERMINATION OF TRUST AGREEMENT

     SECTION 9.01 Termination of Trust Agreement.

     (a) This Agreement (other than Article Eight) shall terminate and the Issuing Entity shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the earlier of (i) the final distribution by the Owner Trustee or the Paying Agent of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement and (ii) the election by the Servicer to purchase the 2011-B SUBI Certificate pursuant to Section 9.03 and the payment or distribution to all securityholders of all amounts required to be paid to them under the Indenture and this Agreement. The Administrative Agent shall notify the Owner Trustee upon the occurrence of either of the events described in clauses (i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder shall not (x) operate to terminate this Agreement or the Issuing Entity, (y) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuing Entity or Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

     (b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Issuing Entity.

     (c) Notice of any termination of this Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment and cancellation, shall, if any Trust

(NALT 2011-B Amended and Restated Trust Agreement)

25

Certificates are then held by anyone other than the Depositor or its Affiliates, be given by the Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of notice of such termination from the Administrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation 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. Upon presentation and surrender of the Trust Certificates (or, in the case of any Trust Certificates held by Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.

     (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Issuing Entity after exhaustion of such remedies shall be distributed by the Owner Trustee to the Administrative Agent.

     (e) Upon the winding up of the Issuing Entity and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute.

     SECTION 9.02 [Reserved].

     SECTION 9.03 Purchase of the 2011-B SUBI Certificate; Repayment of the Trust Certificates. The Servicer shall be permitted at its option to purchase, or cause to be purchased, the 2011-B SUBI Certificate from the Issuing Entity on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (a) the Securities Balance is less than or equal to 10% of the Initial Securities Balance or (b) the Outstanding Amount of the Notes is reduced to zero and the holders of 100% of the outstanding Trust Certificates consent thereto (the exercise of such option is referred to as an “Optional Purchase”). The purchase price (the “Optional Purchase Price”) shall be equal to the greater of (i) the fair market value of the 2011-B SUBI Assets (which, with the consent of the Servicer and 100% of the Trust Certificates, may be deemed to be the aggregate Securitization Value of the 2011-B SUBI Assets) and (ii) the sum of (A) the Redemption Price, (B) unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, and (C) the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods, in each case, after giving effect to any

(NALT 2011-B Amended and Restated Trust Agreement)

26

distributions of Available Funds required to be made on such Payment Date pursuant to Section 8.04 of the Indenture. If the Servicer exercises the Optional Purchase, the Servicer will deposit the Optional Purchase Price into the 2011-B SUBI Collection Account on the Deposit Date relating to the related Payment Date; provided, however, that 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 Issuing Entity, the terms of which shall be acceptable to the parties; provided, however, that the Servicer shall pay in cash the portion of the Optional Purchase Price that is equal to the sum of the outstanding unpaid amounts specified in clauses (A) through (C).

ARTICLE TEN

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i) at all times be an entity having a combined capital and surplus of at least $50,000,000, (ii) be subject to supervision or examination by federal or state authorities, and (iii) be an entity authorized to exercise trust powers in the State of Delaware. If such entity shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

     SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to

(NALT 2011-B Amended and Restated Trust Agreement)

27

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 Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Owner Trustee shall be removed pursuant to the preceding sentence, the Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

     SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee.

     No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

     SECTION 10.04 Merger or Consolidation of Owner Trustee. Any Person (i) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (ii) resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party or (iii) succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, provided, that such

(NALT 2011-B Amended and Restated Trust Agreement)

28

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 the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Indenture Trustee and the Trust Certificateholders.

     SECTION 10.05 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Issuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Depositor and the Owner Trustee may consider necessary or desirable. If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

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

     (a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

     (b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

     (c) the Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

     Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be

(NALT 2011-B Amended and Restated Trust Agreement)

29

provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrative Agent, the Servicer and the Depositor.

     Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE ELEVEN

TAX MATTERS

     SECTION 11.01 Tax and Accounting Characterization.

     (a) It is the intent of the parties hereto that, for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuing Entity will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity are held by one person, and will be treated as a partnership, and the Trust Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuing Entity are held by more than one person. For any such period during which the beneficial ownership interests in the Issuing Entity are held by more than one person, each Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust Certificates as partnership interests in the Issuing Entity for such tax purposes.

     The Depositor and each Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention.

     (b) It is the intent of each Trust Certificateholder to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.

     SECTION 11.02 Signature on Returns; Tax Matters Partner.

     (a) If the Issuing Entity shall be required to file federal or other income tax returns as a partnership, such returns shall be signed by an authorized signatory for the Depositor or such other Person as shall be required by law to sign such returns of the Issuing Entity.

     (b) By acceptance of its beneficial interest in a Trust Certificate, each Trust Certificateholder agrees that in the event that the Issuing Entity is classified as a partnership for federal income tax purposes, the Depositor shall be the “tax matters partner” of the Issuing Entity pursuant to the Code. The Depositor hereby agrees not to make any tax election or otherwise

(NALT 2011-B Amended and Restated Trust Agreement)

30

take any actions in its capacity as tax matters partner that would cause the Issuing Entity to be treated as a corporation or an association taxable as a corporation for tax purposes.

     SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate tax authorities, the Issuing Entity shall not file or cause to be filed annual or other income or franchise tax returns and shall not be required to obtain any taxpayer identification number.

ARTICLE TWELVE

MISCELLANEOUS

     SECTION 12.01 Supplements and Amendments.

     (a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders or the Trust Certificateholders shall require the consent, respectively, of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or of Trust Certificateholders evidencing not less than a Majority Interest of the Trust Certificates or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Depositor delivered to the Indenture Trustee (with respect to the Noteholders) or the Trust Certificateholders, as applicable, adversely affect the interests of the Noteholders or the Certificateholders, as the case may be and (ii) any amendment that adversely affects the interests of the Servicer or the Indenture Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected, provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the 2011-B SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Servicer shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

     (b) [Reserved].

     (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such mater before giving effect to such amendment.

(NALT 2011-B Amended and Restated Trust Agreement)

31

     (d) Notwithstanding anything herein to the contrary, any term or provision of this Agreement may be amended by the parties hereto without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate described in Section 12.01(a)(i)(B) is delivered to the Indenture Trustee.

     (e) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholders, the Indenture Trustee and the Owner Trustee.

     (f) This Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding Trust Certificates, to approve any trust purpose with respect to the Issuing Entity in addition to the purpose authorized pursuant to Section 2.03(a), upon not less than 90 days notice from the Depositor to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the Issuing Entity, the Depositor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the 2011-B SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

     (g) Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and rely upon an opinion of counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

     (h) The Owner Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of the Owner Trustee an Officer’s Certificate to that effect, and the Owner Trustee may conclusively rely upon the Officer’ Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

     SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Trust Certificateholders shall be entitled to receive distributions with respect to their Trust Certificates only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of

(NALT 2011-B Amended and Restated Trust Agreement)

32

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 Depositor, the Trust Certificateholders, the Administrative Agent, the Servicer, 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.

     SECTION 12.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered, sent electronically by email (if an email address is provided) or telecopier or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed in each case as follows: (i) if to the Owner Trustee, at Wilmington Trust, National Association, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration, (ii) if to the Depositor, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer, (iii) if to Moody’s, at Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention: ABS Monitoring Group (telecopier no. (212) 553-7820), (iv) if to Fitch, to Fitch Ratings, Ltd., One State Street Plaza, New York, New York 10004 (email: abs.surveillance@fitchratings.com.), Attention: ABS Surveillance; or (v) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

     Any notice required or permitted to be given to a Trust Certificateholder shall be given by first-class mail, confirmed, facsimile or overnight courier, postage prepaid, at the address of such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Trust Certificateholder receives such notice.

     SECTION 12.05 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(NALT 2011-B Amended and Restated Trust Agreement)

33

     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 Depositor, the Owner Trustee, and each Trust Certificateholder and their respective successors and permitted assigns, all to the extent as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Trust Certificateholder shall bind the successors and assigns of the Depositor or such Trust Certificateholder.

     SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the Depositor and each Trust Certificateholder by accepting a Trust Certificate, covenant and agree that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, they will not institute against, or join any other Person in instituting against NMAC, the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     SECTION 12.09 No Recourse. Each Trust Certificate entitles the holder thereof to the respective rights and benefits set forth in this Agreement and in the Trust Certificates. The Trust Certificates do not represent interests in or obligations of the Servicer, the Depositor, the Owner Trustee, any Paying Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents.

     SECTION 12.10 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     SECTION 12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     SECTION 12.12 Trust Certificates Nonassessable and Fully Paid. Trust Certificateholders shall not be personally liable for obligations of the Issuing Entity. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Issuing Entity or for any reason whatsoever, and, upon authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust Certificates shall be deemed fully paid.

     SECTION 12.13 Furnishing of Basic Documents. The Depositor shall furnish to any Trust Certificateholder promptly upon receipt of a written request by such Trust Certificateholder (at the expense of the requesting Trust Certificateholder) therefor, duplicates or copies of all Basic Documents.

(NALT 2011-B Amended and Restated Trust Agreement)

34

[Signature Page to Follow]

(NALT 2011-B 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 Depositor
By:	/s/ Mark F. Wilten
	Name:	Mark F. Wilten
	Title:	Treasurer

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking Officer

(NALT 2011-B Amended and Restated Trust Agreement)

S-1

     Each of the Servicer and the Administrative Agent agrees to undertake to perform each of its duties as Servicer and Administrative Agent, as applicable, including obligations under Section 8.01, as are specifically set forth in this Agreement.

Accepted and Agreed: NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer
By:	/s/ Steven R. Lambert
	Name:	Steven R. Lambert
	Title:	President

NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent
By:	/s/ Steven R. Lambert
	Name:	Steven R. Lambert
	Title:	President

(NALT 2011-B Amended and Restated Trust Agreement)

S-2

EXHIBIT A

FORM OF TRUST CERTIFICATE

TRUST CERTIFICATE

SEE REVERSE FOR CERTAIN DEFINITIONS

     THIS CERTIFICATE IS NON-TRANSFERABLE OTHER THAN AS SET FORTH HEREIN AND IN THE TRUST AGREEMENT (AS DEFINED BELOW).

     THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATIVE AGENT, NMAC, NALL II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

     EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975(E)(1) OF THE CODE, AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING OR ANY OTHER EMPLOYEE BENEFIT PLAN AND, IF THE PURCHASER OR TRANSFEREE IS A “GOVERNMENTAL PLAN” (AS DEFINED IN SECTION 3(32) OF ERISA) OR ANY OTHER PLAN THAT IS SUBJECT TO STATE, LOCAL OR OTHER LAW SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE (OR INTEREST THEREIN) WILL NOT RESULT IN A VIOLATION OF SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE ISSUING ENTITY BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER SIMILAR LAW.

(NALT 2011-B Amended and Restated Trust Agreement)

A-1

NISSAN AUTO LEASE TRUST 2011-B

ASSET BACKED CERTIFICATE

evidencing a [beneficial interest] in the Issuing Entity, as defined below, the property of which includes, among other things, the 2011-B SUBI Certificate, evidencing a 100% beneficial interest in the 2011-B SUBI. The property of the Issuing Entity has been pledged to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued thereunder.

     This Trust Certificate does not represent an interest in or obligation of the Depositor, Nissan Motor Acceptance Corporation, the Owner Trustee or any of their respective Affiliates, except to the extent described below.

NUMBER	$______________
R-_______

     This certifies that _________________ is the registered owner of a _________________ dollars nonassessable, fully-paid, beneficial ownership interest in the Nissan Auto Lease Trust 2011-B (the “Issuing Entity”) formed by Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”).

     The Issuing Entity was created pursuant to a trust agreement, as amended and restated as of September 28, 2011 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, 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 September 28, 2011 (the “Indenture”), between the Issuing Entity and U.S. Bank National Association as trustee (the “Indenture Trustee”), are the [_]% Asset Backed Notes, Class A-1, the LIBOR + [_]% Asset Backed Notes, Class A-2, the [_]% Asset Backed Notes, Class A-3 and the [_]% Asset Backed Notes, Class A-4. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such Trust Certificateholder is bound. The property of the Issuing Entity primarily includes, among other things, (i) the 2011-B SUBI Certificate, evidencing a 100% beneficial interest in the 2011-B SUBI, and (ii) all proceeds of the foregoing. The rights of the Issuing Entity in the foregoing property have been pledged by the Issuing Entity to the Indenture Trustee to secure the payment of the Notes.

     The Trust Certificates represent obligations of the Issuing Entity only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiary or any of their respective Affiliates.

     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 October 17. 2011 (each, a

(NALT 2011-B Amended and Restated Trust Agreement)

A-2

“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.

     The holder of this Trust Certificate acknowledges and agrees that certain distributions made pursuant to Section 8.16 of the 2011-B Servicing Supplement to the Trust Certificateholders may be made in Japanese yen if the Issuing Entity enters into a Currency Swap Agreement as contemplated by to Section 8.16 of the 2011-B Servicing Supplement. If any such election is made, an amendment to the Indenture must be executed pursuant to Section 9.03 of the 2011-B Servicing Supplement subject to the approvals of such parties as set forth in Section 8.16 of the 2011-B Servicing Supplement, and a supplemental Indenture must be executed pursuant to and subject to the approvals of such parties as set forth in Section 9.01 of the Indenture. In connection with the execution of any such Currency Swap Agreement, the Trust Certificateholders must provide alternative appropriate payment instructions to the Owner Trustee and the Indenture Trustee for the receipt of any payment in Japanese yen.

     It is the intent of the Depositor and Trust Certificateholders that for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuing Entity will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity are held by one person, and will be treated as a partnership, and the Trust Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuing Entity are held by more than one person. For any such period during which the beneficial ownership interests in the Issuing Entity are held by more than one person, each Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust Certificates as partnership interests in the Issuing Entity for such tax purposes.

     Each Trust Certificateholder by accepting a Trust Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     Distributions on this Trust Certificate will be made as provided in the Trust Agreement by check mailed to the Trust Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. A Trust Certificateholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee

(NALT 2011-B Amended and Restated Trust Agreement)

A-3

at least five (5) Business Days prior to the Record Date. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency specified in the notice of final payment to the Trust Certificateholders.

     Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     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 2011-B Amended and Restated Trust Agreement)

A-4

     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuing Entity and not in its individual capacity, has caused this Trust Certificate to be duly executed.

Dated: ______________, 2011	NISSAN AUTO LEASE TRUST 2011-B By: WILMINGTON TRUST, NATIONAL        ASSOCIATION, not in its individual capacity but solely        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, NATIONAL ASSOCIATION, as Owner Trustee	Or	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
By:		By:
			Authenticating Agent
		By:

(NALT 2011-B Amended and Restated Trust Agreement)

A-5

[Reverse of Trust Certificate]

     The Trust Certificates do not represent an obligation of or an interest in the Depositor, the Servicer, the Owner Trustee or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries and certain other amounts respecting the assets of the Issuing Entity, all as more specifically set forth in the Indenture. The Depositor will furnish, upon the request of any holder of a Trust Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended, with respect to the Issuing Entity.

     The Trust Agreement may be amended by the parties thereto, without the consent of any other Person in the manner set forth in Section 12.01 of the Trust Agreement.

     As provided in the Trust Agreement, if and to the extent transfers are permitted and if the Depositor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance with the terms set forth therein, which opinion the Depositor has not determined can be given under the Internal Revenue Code and existing and proposed regulations thereunder, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee 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 Issuing Entity will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Wilmington Trust, National Association.

     The Trust Certificates are issuable only as registered Trust Certificates without coupons in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

     The Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents shall be affected by any notice to the contrary.

     The obligations and responsibilities created by the Trust Agreement and the trust created thereby shall terminate upon the payment to Trust Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property held as part of the Owner Trust Estate.

(NALT 2011-B Amended and Restated Trust Agreement)

A-6

     Any prospective transferee of a Trust Certificate will be required to deliver a letter to the Depositor and the Certificate Registrar substantially in the form of Exhibit B to the Trust Agreement, which letter includes a representation that such prospective transferee is not a Benefit Plan. The Trust Certificates may not be transferred, sold, pledged or otherwise disposed to or for the account of a Benefit Plan.

     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. If the holder hereof is a governmental plan, foreign plan or any other plan that is subject to Similar Law, it shall be deemed to have represented and warranted that its acquisition, holding and disposition of this Trust Certificate or an interest therein will not result in a non-exempt prohibited transaction under, or a violation of, Similar Law.

(NALT 2011-B Amended and Restated Trust Agreement)

A-7

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 2011-B Amended and Restated Trust Agreement)

A-8

EXHIBIT B

FORM OF TRANSFEREE REPRESENTATION LETTER

__________________, _____

Nissan Auto Leasing LLC II
One Nissan Way
Franklin, Tennessee 37067

Wilmington Trust, National Association,
   as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Wilmington Trust, National Association,
   as Certificate Registrar
520 Madison Avenue
33rd Floor
New York, New York 10019

Ladies and Gentlemen:

Attention:       Corporate Trust Services — Nissan Auto Lease Trust 2011-B

Re: Transfer of Nissan Auto Lease Trust 2011-B Certificates, (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section 3.04 of the Trust Agreement, dated as of September 28, 2011 (the “Trust Agreement”), between Nissan Auto Leasing LLC II, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by _________________________ (the “Seller”) to the undersigned (the “Purchaser”) of $__________________________ balance of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement.

In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows:

          o I am not a Non-U.S. Person as defined in the Trust Agreement;

          o I am not the Depositor and I received beneficial and record ownership of Certificates representing less than 100% of the Certificate Balance, and the transfer restrictions set forth in Section 3.10 of the Trust Agreement do not apply to this transfer of Certificates; and

(NALT 2011-B Amended and Restated Trust Agreement)

B-1

          ¨ I am not (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, or (iii) an entity deemed to hold the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing.

          ¨ If I am a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to any state, local or other law that is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), my acquisition, holding and disposition of this Certificate (or interest therein) will not result in a non-exempt prohibited transaction under, or a violation of, Similar Law and will not result in the assets of the Issuing Entity being considered plan assets of such plan under Similar Law..

          ¨ The Purchaser has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code.

          ¨ The Purchaser either (A) is not, and will not become, a partnership, Subchapter S corporation 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 percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates.

          ¨ The Purchaser understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, and (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B to the Trust Agreement, as applicable; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer.

          ¨ The Purchaser understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in the three preceding paragraphs.

Signature appears on next page

(NALT 2011-B Amended and Restated Trust Agreement)

B-2

IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on the ___ day of _______________.

Very truly yours,		,
The Purchaser
By:
	Name:

(NALT 2011-B Amended and Restated Trust Agreement)

B-3

EX-10.5

Exhibit 10.5

NISSAN AUTO LEASE TRUST 2011-B,

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Administrative Agent,

NISSAN AUTO LEASING LLC II,
as Depositor,

and

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee

TRUST ADMINISTRATION AGREEMENT

Dated as of September 28, 2011

TABLE OF CONTENTS

		Page
Section 1.01	Capitalized Terms; Interpretive Provisions		1
Section 1.02	Duties of the Administrative Agent		2
Section 1.03	Records		7
Section 1.04	Compensation		7
Section 1.05	Additional Information to be Furnished to the Issuing Entity		7
Section 1.06	Independence of the Administrative Agent		7
Section 1.07	No Joint Venture		7
Section 1.08	Other Activities of Administrative Agent		7
Section 1.09	Term of Agreement; Resignation and Removal of Administrative Agent		8
Section 1.10	Action Upon Termination, Resignation or Removal		9
Section 1.11	Notices		9
Section 1.12	Amendments		10
Section 1.13	Successors and Assigns		10
Section 1.14	Governing Law		10
Section 1.15	Headings		11
Section 1.16	Counterparts		11
Section 1.17	Severability		11
Section 1.18	Limitation of Liability of Owner Trustee and Indenture Trustee		11
Section 1.19	Third-Party Beneficiary		11
Section 1.20	No Petition		11

-i-

TRUST ADMINISTRATION AGREEMENT

     This Trust Administration Agreement, dated as of September 28, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Auto Lease Trust 2011-B, a Delaware statutory trust (the “Issuing Entity”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”).

RECITALS

     WHEREAS, the Issuing Entity was formed pursuant to a trust agreement, dated as of August 31, 2011, as amended and restated by the amended and restated trust agreement, dated as of September 28, 2011 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as trustee (the “Owner Trustee”); and

     WHEREAS, the parties desire to enter into this agreement to provide for, among other things, the Administrative Agent’s provision of certain services to the Issuing Entity and the Owner Trustee.

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

          Section 1.01 Capitalized Terms; Interpretive Provisions.

     (a) Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NMAC, in its individual capacity, as Administrative Agent and as servicer (in such capacity, the “Servicer”), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), the Owner Trustee, Wilmington Trust Company, a Delaware corporation, as Delaware trustee (the “Delaware Trustee”), U.S. Bank, as trust agent (in such capacity, the “Trust Agent”) and the Indenture Trustee.

     (b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments

(NALT 2011-B Trust Administration Agreement)

1

and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

          Section 1.02 Duties of the Administrative Agent.

     (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):

          (i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);

          (ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);

          (iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);

          (iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);

(NALT 2011-B Trust Administration Agreement)

2

          (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

          (vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

          (vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);

          (viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);

          (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);

          (x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));

          (xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2011-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));

          (xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);

          (xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));

          (xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));

          (xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);

          (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);

(NALT 2011-B Trust Administration Agreement)

3

          (xvii) 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);

          (xviii) 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);

          (xix) 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);

          (xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);

          (xxi) 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);

          (xxii) [Reserved];

          (xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);

          (xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);

          (xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);

          (xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));

          (xxvii) 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));

          (xxviii) [Reserved]; and

          (xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).

     (b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which

(NALT 2011-B Trust Administration Agreement)

4

compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.

     (c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.

     (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

     (e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.

     (f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.

     (g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2011-B Servicing Supplement in accordance with the terms and conditions thereof.

     (h) The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity

(NALT 2011-B Trust Administration Agreement)

5

enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.

     (i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.

     (j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

          (i) amendment of or any supplement to the Indenture;

          (ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);

          (iii) the amendment, change or modification of the Related Documents;

          (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and

          (v) the removal of the Indenture Trustee.

     Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.

     (k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance

(NALT 2011-B Trust Administration Agreement)

6

with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2011-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.

          Section 1.03 Records. The Administrative Agent shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuing Entity and the Depositor at any time during normal business hours upon reasonable prior written notice.

          Section 1.04 Compensation. As compensation for the performance of the Administrative Agent’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrative Agent shall be entitled to an annual payment of compensation in an amount to be agreed to between the Administrative Agent and the Servicer which shall be solely an obligation of the Servicer.

          Section 1.05 Additional Information to be Furnished to the Issuing Entity. The Administrative Agent shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

          Section 1.06 Independence of the Administrative Agent. For all purposes of this Agreement, the Administrative Agent shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Administrative Agent shall have no authority to act for or represent the Issuing Entity or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.

          Section 1.07 No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrative Agent and either of the Issuing Entity or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

          Section 1.08 Other Activities of Administrative Agent. Nothing herein shall prevent the Administrative Agent or its Affiliates from engaging in other businesses or, in its

(NALT 2011-B Trust Administration Agreement)

7

sole discretion, from acting in a similar capacity as an Administrative Agent for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Issuing Entity, the Owner Trustee or the Indenture Trustee.

          Section 1.09 Term of Agreement; Resignation and Removal of Administrative Agent. This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate.

     (a) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Administrative Agent may resign its duties hereunder by providing the Issuing Entity with at least 60 days’ prior written notice.

     (b) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Issuing Entity may remove the Administrative Agent without cause by providing the Administrative Agent with at least 60 days’ prior written notice.

     (c) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, at the sole option of the Issuing Entity, the Administrative Agent may be removed immediately upon written notice of termination from the Issuing Entity to the Administrative Agent if any of the following events shall occur:

          (i) the Administrative Agent shall default in the performance of any of its duties under this Agreement and, 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 Issuing Entity);

          (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 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 Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event.

(NALT 2011-B Trust Administration Agreement)

8

     (d) No resignation or removal of the Administrative Agent pursuant to this Section shall be effective until (i) a successor Administrative Agent shall have been appointed by the Issuing Entity and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder.

     (e) The appointment of any successor Administrative Agent shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

     (f) Subject to Sections 1.09(d) and 1.09(e), the Administrative Agent acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrative Agent shall immediately resign and such successor Servicer shall automatically become the Administrative Agent under this Agreement.

          Section 1.10 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 Issuing Entity all property and documents representing or relating to the Collateral then in the custody of the Administrative Agent. In the event of the resignation or removal of the Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the Administrative Agent shall cooperate with the Issuing Entity and take all reasonable steps requested to assist the Issuing Entity in making an orderly transfer of the duties of the Administrative Agent.

          Section 1.11 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered, sent electronically by telecopier or email (if an email address is provided), or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed in each case as follows: (i) if to the Issuing Entity or the Administrative Agent, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; (ii) if to the Owner Trustee, at Wilmington Trust, National Association, 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, 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com), Attention: Nissan Auto Lease Trust 2011-B; (iv) if to Moody’s, to Moody’s Investors Service, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (v) if to Fitch, to Fitch Ratings, Ltd., One State Street Plaza, New York, New York 10004 (email: abs.surveillance@fitchratings.com) Attention: ABS Surveillance; or (vi) if to the Depositor, at One Nissan Way, Franklin 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer; or at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled

(NALT 2011-B Trust Administration Agreement)

9

to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Trust Administration Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

          Section 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, as evidenced by an Officer’s Certificate of the Administrative Agent or the Depositor delivered to the Indenture Trustee, materially and adversely affect the interest of any Noteholder, 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 2011-B Leases or distributions that are required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes and Trust Certificates. Notwithstanding the foregoing, the Administrative Agent may not amend this Agreement without the permission of the Depositor, which permission shall not be unreasonably withheld.

          Section 1.13 Successors and Assigns. This Agreement may not be assigned by the Administrative Agent unless such assignment is previously consented to in writing by the Issuing Entity and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrative Agent is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrative Agent without the consent of the Issuing Entity or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrative Agent; provided, that such successor organization executes and delivers to the Issuing Entity, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrative Agent is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

          Section 1.14 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).

(NALT 2011-B Trust Administration Agreement)

10

          Section 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.

          Section 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.

          Section 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.

          Section 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, National Association in its capacity as Owner Trustee of the Issuing Entity and in no event shall Wilmington Trust, National Association in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

     (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by 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 Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity.

          Section 1.19 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.

          Section 1.20 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity , any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

[Signature Page to Follow]

     (NALT 2011-B Trust Administration Agreement)

11

     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 2011-B, as Issuing Entity
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	not in its individual capacity,
	but solely as Owner Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking Officer
NISSAN AUTO LEASING LLC II, as Depositor
By:	/s/ Mark F. Wilten
	Name:	Mark F. Wilten
	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

S-1 (NALT 2011-B Trust Administration Agreement)

EX-10.6

Exhibit 10.6

NISSAN AUTO LEASE TRUST 2011-B,

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 September 28, 2011

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS		1
1.01 General Definitions		1
1.02 Incorporation of UCC by Reference		2
1.03 Interpretive Provisions		2
ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS		2
2.01 Establishment of Reserve Account		2
2.02 “Financial Assets” Election		3
2.03 Entitlement Orders		3
2.04 Subordination of Lien; Waiver of Set-Off		3
2.05 Notice of Adverse Claims		3
ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY		3
3.01 Representations, Warranties and Covenants of the Securities Intermediary		3
ARTICLE FOUR MISCELLANEOUS		4
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		5
4.07 Counterparts		5
4.08 No Petition		5
4.09 Limitation of Liability of Owner Trustee		5

 -i-

CONTROL AGREEMENT

          This Control Agreement, dated as of September 28, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is among Nissan Auto Lease Trust 2011-B, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuing Entity”), U.S. Bank National Association, a national banking association (“U.S. Bank”), in its capacity as securities intermediary (the “Securities Intermediary”), and in its capacity as indenture trustee (the “Indenture Trustee”) on behalf of the holders of the Notes (the “Secured Party”) under the Indenture, dated as of September 28, 2011 (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee.

RECITALS

          WHEREAS, pursuant to the Indenture, the Issuing Entity has granted to the Secured Party a security interest in investment property consisting of the Reserve Account, related Security Entitlements and the financial assets and other investment property from time to time included therein to secure payment of the Notes;

          WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to the Reserve Account shall be transferred back to the Issuing Entity; and

          WHEREAS, the parties hereto desire that the security interest of the Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the UCC.

          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

          1.01 General Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, as issuer, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (the “Owner Trustee”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), U.S. Bank, as trust agent (in such capacity, the “Trust Agent”) and the Indenture Trustee.

(NALT 2011-B Control Agreement)

1

          1.02 Incorporation of UCC by Reference. Except as otherwise specified herein or as the context may otherwise require, all terms used in this Agreement not otherwise defined herein which are defined in the UCC shall have the meanings assigned to them in the UCC.

          1.03 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

          2.01 Establishment of Reserve Account. The Securities Intermediary hereby confirms that (i) the Servicer, on behalf of the Issuing Entity, has established the Reserve Account with the Securities Intermediary, (ii) the Reserve Account is an account to which financial assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Secured Party as entitled to exercise the rights with respect to any financial asset credited to the Reserve Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Secured Party for deposit to the Reserve Account will promptly be credited to the Reserve Account and (v) all securities or other property underlying any 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 Issuing Entity, payable to the order of the Issuing Entity or specially endorsed to the Issuing Entity except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

(NALT 2011-B Control Agreement)

2

          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 Issuing Entity, the 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 Issuing Entity without further consent by the Secured Party 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 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 Issuing Entity 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 credited thereto, the Securities Intermediary will promptly notify the Secured Party and the Issuing Entity 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 each of the Secured Party and the Issuing Entity, 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.

(NALT 2011-B Control Agreement)

3

               (b) No financial asset carried in the Reserve Account is or will be registered in the name of the Issuing Entity, payable to the order of the Issuing Entity, or specially endorsed to the Issuing Entity, 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, enforceable against the Securities Intermediary in accordance with its terms.

               (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 Issuing Entity 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.

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 jurisdiction 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 Issuing Entity 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 by hand or, in the case of mail, email (if an email address is provided) or facsimile notice, when actually received by the intended recipient, addressed to the party to be notified, and sent to, in the case of (i) the

(NALT 2011-B Control Agreement)

4

Issuing Entity c/o Wilmington Trust, National Association, 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 One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com), Attention: Treasurer, (ii) the Secured Party, at U.S. Bank National Association, 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com), Attention: Nissan Auto Lease Trust 2011-B, and (iii) the Securities Intermediary, at U.S. Bank National Association, 190 South LaSalle, 7th Floor, Chicago IL 60603 (telecopier no. (312) 332-7996) (email: patricia.child@usbank.com), Attention: Nissan Auto Lease Trust 2011-B, 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 Issuing Entity 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 have been terminated.

          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.

          4.08 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

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

[Signature Page to Follow]

(NALT 2011-B 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 2011-B
By:	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	not in its individual capacity, but
	solely as Owner Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking 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

(NALT 2011-B Control Agreement)

S-1

EX-10.7

Exhibit 10.7

NILT TRUST,
as Transferor,

and

NISSAN AUTO LEASING LLC II,
as Transferee

SUBI CERTIFICATE
TRANSFER AGREEMENT

Dated as of September 28, 2011

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS		2
Section 1.01 Definitions		2
Section 1.02 Interpretive Provisions		2
ARTICLE TWO TRANSFER OF 2011-B SUBI CERTIFICATE		2
Section 2.01 Transfer of 2011-B SUBI Certificate		2
Section 2.02 True Sale		3
Section 2.03 Representations and Warranties of the Transferor and the Transferee		3
Section 2.04 Financing Statement and Books and Records		6
Section 2.05 Acceptance by the Transferee		7
Section 2.06 Release of Claims		7
ARTICLE THREE MISCELLANEOUS		7
Section 3.01 Amendment		7
Section 3.02 Governing Law		8
Section 3.03 Severability		8
Section 3.04 Binding Effect		9
Section 3.05 Headings		9
Section 3.06 Counterparts		9
Section 3.07 Further Assurances		9
Section 3.08 Third-Party Beneficiaries		9
Section 3.09 No Petition		9
Section 3.10 No Recourse		10
Schedule I Perfection Representations, Warranties and Covenants

i

SUBI CERTIFICATE TRANSFER AGREEMENT

     This SUBI Certificate Transfer Agreement, dated as of September 28, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is between NILT Trust, a Delaware statutory trust (“NILT Trust”), as transferor (the “Transferor”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as transferee (the “Transferee”).

RECITALS

     A. Nissan-Infiniti LT (the “Titling Trust”) is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), by and among, NILT Trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Titling 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, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee and the Trust Agent are entering into the 2011-B SUBI Supplement, dated as of September 28, 2011 (the “2011-B SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to (i) establish a special unit of beneficial interest (the “2011-B SUBI”), and (ii) identify and allocate certain Trust Assets to the 2011-B SUBI;

     D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “2011-B Leases”), the vehicles that are leased under the 2011-B Leases (the “2011-B Vehicles”), and certain other related Trust Assets have been allocated to the 2011-B SUBI;

     E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2011-B SUBI (the “2011-B SUBI Certificate”) to the Transferor;

     F. The Transferor and the Transferee desire to provide for the sale, transfer and assignment by the Transferor to the Transferee, without recourse, of all of the Transferor’s right, title and interest in and to the 2011-B SUBI Certificate; and

     G. Immediately after the transfer and assignment of the 2011-B SUBI Certificate to the Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in the 2011-B SUBI Certificate to Nissan Auto Lease Trust 2011-B, as issuer (the “Issuing Entity”) in connection with a securitization.

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

(NALT 2011-B SUBI Certificate Transfer Agreement)

1

ARTICLE ONE
DEFINITIONS

     Section 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, among the Issuing Entity, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee, the Delaware Trustee, Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (in such capacity, the “Owner Trustee”), the Trust Agent, and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”).

     Section 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

ARTICLE TWO
TRANSFER OF 2011-B SUBI CERTIFICATE

     Section 2.01 Transfer of 2011-B SUBI Certificate.

     In consideration of the Transferee’s delivery to, or upon the order of, the Transferor of $1,168,693,999.35 (the “Transfer Price”) consisting of $961,940,778.10 in cash by federal wire transfer (same day) funds, of which an amount equal to approximately 17.6910% of the Transfer Price will represent the proceeds of a capital contribution from NMAC to the Transferee, the Transferor hereby absolutely sells, transfers, assigns and otherwise conveys to the Transferee, without recourse, and the Transferee does hereby purchase and acquire, as of the date set forth above, all of the Transferor’s right, title and interest in and to the following (collectively, the “Assets”):

(NALT 2011-B SUBI Certificate Transfer Agreement)

2

     (i) the 2011-B SUBI Certificate and the interest in the 2011-B SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof after the Cutoff Date;

     (ii) all of the Transferor’s rights and benefits as holder of the 2011-B 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 2011-B SUBI represented by the 2011-B SUBI Certificate, as granted in the 2011-B SUBI Supplement and in the 2011-B SUBI Certificate;

     (iv) all general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, securities accounts, investment property, financial assets, goods, letters of credit, letters of credit rights, advices of credit and uncertificated securities, and other property consisting of, arising from, or relating or credited to the foregoing; and

     (v) all cash and non-cash proceeds of all of the foregoing.

     Section 2.02 True Sale. The parties hereto intend that the sale, transfer, and assignment of the Assets constitutes a true sale and assignment of the Assets such that any interest in and title to the Assets would not be property of the Transferor’s estate in the event that the Transferor becomes a debtor in a case under any bankruptcy law. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing (i) it is intended by the Transferor and the Transferee that the interest conveyed constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by the Transferor to the Transferee to secure the Transfer Price to the Transferor, which security interest shall be perfected and of a first priority, (ii) the Transferor hereby grants to the Transferee a security interest in all of its right, title, and privilege and interest in and to the Assets and the parties hereto agree that this Agreement constitutes a “security agreement” under all applicable laws, and (iii) the possession by the Transferee or its agent of the 2011-B SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction.

     Section 2.03 Representations and Warranties of the Transferor and the Transferee.

          (a) The Transferor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that:

     (i) Organization and Good Standing. The Transferor is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Assets.

(NALT 2011-B SUBI Certificate Transfer Agreement)

3

     (ii) Due Qualification. The Transferor is duly qualified to do business as a foreign business trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Transferor.

     (iii) Power and Authority. The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Transferor by all necessary action.

     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

     (v) No Violation. The execution, delivery, and performance by the Transferor of this Agreement, the consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof do not (A) conflict with, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the Transferor’s trust agreement, (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Transferor is a party or by which it may be bound or any of its properties are subject, (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents), (D) violate any law or, to the knowledge of the Transferor, any order, rule, or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect.

     (vi) No Proceedings. There are no proceedings in which the Transferor has been served or, to the knowledge of the Transferor, proceedings or investigations that are pending or threatened in each case against the Transferor, before any court, regulatory body, administrative agency or other tribunal, or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Basic Document, or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement.

(NALT 2011-B SUBI Certificate Transfer Agreement)

4

     (vii) Title to 2011-B SUBI Certificate. Immediately prior to the transfer of the 2011-B SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the 2011-B SUBI Certificate and it has the legal right to transfer the 2011-B SUBI Certificate, (B) has good and valid title to the 2011-B SUBI Certificate and the 2011-B SUBI Certificate is on the date hereof free and clear of all Liens, and (C) will convey good, valid, and indefeasible title to the 2011-B SUBI Certificate to the Transferee under this Agreement.

          (b) Perfection Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I, and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

          (c) The Transferee hereby represents and warrants to the Transferor as of the date of this Agreement and the Closing Date that:

     (i) Organization and Good Standing. The Transferee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority, and legal right to acquire, own and sell the Assets.

     (ii) Due Qualification. The Transferee is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification would not have a Material Adverse Effect on the Transferee.

     (iii) Power and Authority. The Transferee has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Transferee by all necessary action.

     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(NALT 2011-B 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 limited liability company agreement of the Transferee, (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, or other instrument to which the Transferee is a party or by which it may be bound or any of its properties are subject, (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents), (D) violate any law or, to the knowledge of the Transferee, any order, rule, or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferee or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect.

     (vi) No Proceedings. There are no proceedings in which the Transferee has been served or, to the knowledge of the Transferee, proceedings or investigations that are pending or threatened, in each case against the Transferee, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferee, would materially and adversely affect the performance by the Transferee of its obligations under this Agreement.

          (d) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Transferor to the Transferee, the sale of the Assets by the Transferee to the Issuing Entity and the pledge and grant of a security interest in the Assets by the Issuing Entity to the Indenture Trustee (for the benefit of the Noteholders) pursuant to the Indenture. Upon discovery by the Transferor, the Transferee or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

     Section 2.04 Financing Statement and Books and Records.

          (a) In connection with the conveyance of the Assets hereunder, the Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2011-B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04,

(NALT 2011-B SUBI Certificate Transfer Agreement)

6

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 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 2011-B SUBI Certificate and the interest in the 2011-B SUBI represented thereby, whether set forth in the 2011-B SUBI Certificate, in the SUBI Trust Agreement, or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

     Section 2.06 Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement (as amended by Section 12.07 of the 2011-B SUBI Supplement) and Section 12.02(b) of the 2011-B SUBI Supplement, the Transferee hereby covenants and agrees for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI Certificate that the Transferee shall release all claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be.

ARTICLE THREE
MISCELLANEOUS

     Section 3.01 Amendment.

          (a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided, that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not, as evidenced by an Officer’s Certificate of NALL II delivered to the Indenture Trustee, materially and adversely affect the interests of the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if NALL II does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

(NALT 2011-B SUBI Certificate Transfer Agreement)

7

          (b) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

          (c) Notwithstanding anything herein to the contrary, any term or provision of this Agreement may be amended by the parties hereto without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate described in Section 3.01(a)(i)(B) is delivered to the Indenture Trustee.

          (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

          (e) Prior to the execution of any amendment to this Agreement, NALL II shall provide each Rating Agency, the Trust Certificateholder, the Transferor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, NALL II shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

          (f) Neither U.S. Bank, as trustee of NILT Trust, nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of U.S. Bank, as trustee of NILT Trust, and the Indenture Trustee an Officer’s Certificate to that effect, and U.S. Bank, as trustee of NILT Trust, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

     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

(NALT 2011-B SUBI Certificate Transfer Agreement)

8

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 2011-B SUBI and the 2011-B SUBI Assets represented thereby and assign its rights under this Agreement to the Issuing Entity, and (ii) the representation, warranties and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit the Issuing Entity, and (b) (the Issuing Entity may, pursuant to the Indenture, pledge and grant a security interest in the 2011-B SUBI and the 2011-B SUBI Assets represented thereby and assign the Transferee’s rights under this Agreement to the Indenture Trustee, and (ii) the representation, warranties, and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Transferor hereby consents to all such transfers, assignments, pledges and grants.

     Section 3.05 Headings. The Article and Section headings are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     Section 3.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

     Section 3.07 Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested, in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

     Section 3.08 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each Holder of the 2011-B SUBI Certificate and each Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder.

     Section 3.09 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Transferor, the Titling Trustee, the Titling Trust, the Issuing Entity, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     This Section shall survive the complete or partial termination of this Agreement, the resignation or removal of the Titling Trustee and the complete or partial resignation or removal of the Servicer.

(NALT 2011-B SUBI Certificate Transfer Agreement)

9

     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.

[Signature Page to Follow]

(NALT 2011-B SUBI Certificate Transfer Agreement)

10

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

NISSAN AUTO LEASING LLC II, as Transferee
By:	/s/ Mark F. Wilten
	Name:	Mark F. Wilten
	Title:	Treasurer

(NALT 2011-B SUBI Certificate Transfer Agreement)

S-1

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in the SUBI Certificate Transfer Agreement, NILT Trust (“NILT Trust”), as transferor, hereby represents, warrants, and covenants to the Nissan Auto Leasing LLC II (“NALL II”), as transferee, as follows on the Closing Date:

1. The SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2011-B SUBI Certificate in favor of NALL II, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from NILT Trust.

2. The 2011-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC.

3. NILT Trust owns and has good and marketable title to the 2011-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

4. NILT Trust has received all consents and approvals to the sale of the 2011-B SUBI Certificate hereunder to NALL II required by the terms of the 2011-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible.

5. NILT Trust has received all consents and approvals required by the terms of the 2011-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to NALL II of its interest and rights in the 2011-B SUBI Certificate hereunder.

6. NILT Trust has caused or will have caused, within ten days after the effective date of the SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2011-B SUBI Certificate from NILT Trust to NALL II and the security interest in the 2011-B SUBI Certificate granted to NALL II hereunder.

7. To the extent that the 2011-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to NALL II.

(NALT 2011-B SUBI Certificate Transfer Agreement)

8. Other than the transfer of the 2011-B SUBI Certificate from NILT Trust to NALL II under the SUBI Certificate Transfer Agreement and from NALL II to the Issuing Entity under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, NILT Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2011-B SUBI Certificate. NILT Trust has not authorized the filing of, nor is aware of, any financing statements against NILT Trust that include a description of collateral covering the 2011-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated.

9. No instrument or tangible chattel paper that constitutes or evidences the 2011-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

(NALT 2011-B SUBI Certificate Transfer Agreement)

EX-10.8

Exhibit 10.8

NISSAN AUTO LEASING LLC II,
as Depositor,

and

NISSAN AUTO LEASE TRUST 2011-B,
as Transferee

TRUST SUBI CERTIFICATE
TRANSFER AGREEMENT

Dated as of September 28, 2011

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS		2
Section 1.01 Definitions		2
Section 1.02 Interpretive Provisions		2
ARTICLE TWO TRANSFER OF 2011-B SUBI CERTIFICATE		3
Section 2.01 Transfer of 2011-B SUBI Certificate		3
Section 2.02 True Sale		3
Section 2.03 Representations and Warranties of the Depositor and the Transferee		4
Section 2.04 Financing Statement and Books and Records		7
Section 2.05 Acceptance by the Transferee		7
Section 2.06 Release of Claims		7
ARTICLE THREE MISCELLANEOUS		7
Section 3.01 Amendment		7
Section 3.02 Governing Law		8
Section 3.03 Severability		9
Section 3.04 Binding Effect		9
Section 3.05 Headings		9
Section 3.06 Counterparts		9
Section 3.07 Further Assurances		9
Section 3.08 Third-Party Beneficiaries		9
Section 3.09 No Petition		9
Section 3.10 Limitation of Liability of Owner Trustee		10
SCHEDULE
Schedule I Perfection Representations, Warranties And Covenants

-i-

TRUST SUBI CERTIFICATE TRANSFER AGREEMENT

     This Trust SUBI Certificate Transfer Agreement, dated as of September 28, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and Nissan Auto Lease Trust 2011-B, a Delaware statutory trust (the “Issuing Entity”), as transferee (in such capacity, the “Transferee”).

RECITALS

     A. Nissan-Infiniti LT (the “Titling Trust”) is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary”, respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Titling 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, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee and the Trust Agent are entering into the 2011-B SUBI Supplement, dated as of September 28, 2011 (the “2011-B SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to (i) establish a special unit of beneficial interest (the “2011-B SUBI”), and (ii) identify and allocate certain Trust Assets to the 2011-B SUBI;

     D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “2011-B Leases”), the vehicles that are leased under the 2011-B Leases (the “2011-B Vehicles”), and certain other related Trust Assets have been allocated to the 2011-B SUBI;

     E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2011-B SUBI (the “2011-B 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 2011-B SUBI Certificate to the Depositor pursuant to the SUBI Certificate Transfer Agreement, dated as of September 28, 2011 (the “SUBI Certificate Transfer Agreement”), between NILT Trust and the Depositor;

     G. The Issuing Entity was formed pursuant to a trust agreement, dated as of August 31, 2011, as amended and restated by the amended and restated trust agreement, dated as of September 28, 2011 (the “Trust Agreement”), each, between the Depositor and Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (the “Owner Trustee”);

     H. The Depositor and the Transferee desire to provide for the sale, transfer and assignment by the Depositor to the Transferee, without recourse, of all of the Depositor’s right, title and interest in and to the 2011-B SUBI Certificate; and

     I. Immediately after the transfer and assignments of the 2011-B SUBI Certificate to the Transferee, the Transferee shall pledge the 2011-B SUBI Certificate to U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), pursuant to an indenture, dated as of September 28, 2011 (the “Indenture”), between the Issuing Entity and the Indenture Trustee.

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

ARTICLE ONE

DEFINITIONS

     Section 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 28, 2011, by and among the Issuing Entity, as issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee, the Delaware Trustee, the Owner Trustee, the Trust Agent and the Indenture Trustee.

     Section 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, except that references to the SUBI Trust Agreement include only such items as related to the 2011-B SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Agreement include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding.”

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

2

ARTICLE TWO

TRANSFER OF 2011-B SUBI CERTIFICATE

     Section 2.01 Transfer of 2011-B SUBI Certificate. In consideration of the Transferee’s delivery to, or upon the order of, the Depositor of the Notes and the Trust Certificate, (the “Transfer Price”) the Depositor hereby absolutely sells, transfers, assigns and otherwise conveys to the Transferee, without recourse, and the Transferee does hereby purchase and acquire, as of the date set forth above, all of the Depositor’s right, title and interest in and to the following (collectively, the “Assets”):

     (i) the 2011-B SUBI Certificate and the interest in the 2011-B SUBI represented thereby, including all monies due and paid or to become due and paid or payable thereon or in respect thereof after the Cutoff Date;

     (ii) all of the Depositor’s rights and benefits as holder of the 2011-B 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 2011-B SUBI represented by the 2011-B SUBI Certificate, as granted in the 2011-B SUBI Supplement and in the 2011-B SUBI Certificate;

     (iv) all general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, securities accounts, investment property, financial assets, goods, letters of credit, letters of credit rights, advices of credit and uncertificated securities, and other property consisting of, arising from, or relating or credited to the foregoing;

     (v) all rights of the Depositor under the SUBI Certificate Transfer Agreement; and

     (vi) all cash and non-cash proceeds of all of the foregoing.

     Section 2.02 True Sale. The parties hereto intend that the sale, transfer, and assignment of the Assets constitutes a true sale and assignment of the Assets such that any interest in and title to the Assets would not be property of the Depositor’s estate in the event that the Depositor becomes a debtor in a case under any bankruptcy law. To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing (i), it is intended by the Depositor and the Transferee that the interest conveyed constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by the Depositor to the Transferee to secure the Transfer Price to the Depositor, which security interest shall be perfected and of a first priority, (ii) the Depositor hereby grants to the Transferee a security interest in all of its right, title, and privilege and interest in and to the Assets and the parties hereto agree that this Agreement constitutes a “security agreement” under all applicable laws, and (iii) the possession by the Transferee or its agent of the 2011-B SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction.

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

3

     Section 2.03 Representations and Warranties of the Depositor and the Transferee.

     (a) The Depositor hereby represents and warrants to the Transferee as of the date of this Agreement and the Closing Date that:

     (i) Organization and Good Standing. The Depositor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority, and the legal right to acquire, own, and sell the Assets.

     (ii) Due Qualification. The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the condition, financial or otherwise, of the Depositor or would not have a Material Adverse Effect on the ability of the Depositor to perform its obligations under this Agreement.

     (iii) Power and Authority. The Depositor has the power and the authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

     (v) No Violation. The execution, delivery, and performance by the Depositor of this Agreement, the consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof shall not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor, (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it may be bound or any of its properties are subject, (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents), (D) violate any law or, to the knowledge of the Depositor, any order, rule or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body,

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

4

administrative agency, or other governmental instrumentality having jurisdiction over the Depositor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect.

     (vi) No Proceedings. There are no proceedings in which the Depositor has been served or, to the knowledge of the Depositor, proceedings or investigations that are pending or threatened, in each case against the Depositor, before any court, regulatory body, administrative agency or other tribunal, or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Basic Document or (C) seeking any determination or ruling that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under this Agreement.

     (vii) Title to 2011-B SUBI Certificate. Immediately prior to the transfer of the 2011-B SUBI Certificate pursuant to this Agreement, the Depositor (A) is the true and lawful owner of the 2011-B SUBI Certificate and has the legal right to transfer the 2011-B SUBI Certificate, (B) has good and valid title to the 2011-B SUBI Certificate and the 2011-B SUBI Certificate is on the date hereof free and clear of all Liens, and (C) will convey good, valid, and indefeasible title to the 2011-B SUBI Certificate to the Transferee under this Agreement.

     (b) Perfection Representations. The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I, and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

     (c) The Transferee hereby represents and warrants to the Depositor as of the date of this Agreement and the Closing Date that:

     (i) Organization and Good Standing. The Transferee is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority and the legal right to acquire, own and sell the Assets.

     (ii) Due Qualification. The Transferee is duly qualified to do business as a foreign trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Transferee.

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

5

     (iii) Power and Authority. The Transferee has the power and the authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Transferee by all necessary action.

     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

     (v) No Violation. The execution, delivery, and performance of this Agreement by the Transferee and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Trust Agreement, (B) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Transferee is a party or by which it may be bound or any of its properties are subject, (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement or other instrument (other than as permitted by the Basic Documents), (D) violate any law or, to the knowledge of the Transferee, any order, rule or regulation applicable to it or its properties, or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Transferee or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect.

     (vi) No Proceedings. There are no proceedings in which the Transferee has been served or, to the knowledge of the Transferee, proceedings or investigations that are pending or threatened, in each case against the Transferee, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that, in the reasonable judgment of the Transferee, would materially and adversely affect the performance by the Transferee of its obligations under this Agreement.

     (d) The representations and warranties set forth in this Section shall survive the sale of the Assets by the Depositor to the Transferee and the pledge and grant of a security interest in the Assets by the Transferee to the Indenture Trustee (for the benefit of the Noteholders) pursuant to the Indenture. Upon discovery by the Depositor, the Transferee or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

6

     Section 2.04 Financing Statement and Books and Records.

     (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2011-B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof.

     (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

     Section 2.05 Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2011-B SUBI Certificate and the interest in the 2011-B SUBI represented thereby, whether set forth in the 2011-B SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

     Section 2.06 Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement (as amended by Section 12.07 of the 2011-B SUBI Supplement) and Section 12.02(b) of the 2011-B SUBI Supplement, the Transferee hereby covenants and agrees for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI Certificate that the Transferee shall release all claims to the UTI Assets and the related Other SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case may be.

ARTICLE THREE

MISCELLANEOUS

     Section 3.01 Amendment.

     (a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Depositor delivered to the Indenture Trustee, materially and adversely affect the interests of the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

7

Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

     (b) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

     (c) Notwithstanding anything herein to the contrary, any term or provision of this Agreement may be amended by the Depositor without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate described in Section 3.01(a)(i)(B) is delivered to the Indenture Trustee.

     (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

     (e) Prior to the execution of any amendment to this Agreement, the Depositor shall provide each Rating Agency, the Trust Certificateholder, the Transferee, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Transferee, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

     (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of the Indenture Trustee an Officer’s Certificate to that effect and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

8

     Section 3.02 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law).

     Section 3.03 Severability. If one or more of the covenants, agreements, or provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements, and provisions of this Agreement, and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining covenants, agreements and provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.

     Section 3.04 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

     The Depositor acknowledges and agrees that (a) the Transferee may, pursuant to the Indenture, pledge and grant a security interest in the 2011-B SUBI and the 2011-B SUBI Assets represented thereby and assign its rights under this Agreement to the Indenture Trustee (for the benefit of the holders of the Notes), and (b) the representation, warranties and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit the Indenture Trustee (for the benefit of the holders of the Notes). The Depositor hereby consents to all such pledges and grants.

     Section 3.05 Headings. The Article and Section headings are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

     Section 3.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

     Section 3.07 Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested, in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

     Section 3.08 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each Holder of the 2011-B SUBI Certificate and each Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder.

     Section 3.09 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

9

     This Section shall survive the complete or partial termination of this Agreement, the resignation or removal of the Titling Trustee and the complete or partial resignation or removal of the Servicer.

     Section 3.10 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall Wilmington Trust, National Association in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements, or other obligations of the Issuing Entity hereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement.

[Signature Page to Follow]

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

10

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

NISSAN AUTO LEASING LLC II, as Depositor
By:	/s/ Mark F. Wilten
	Name:	Mark F. Wilten
	Title:	Treasurer
NISSAN AUTO LEASE TRUST 2011-B, as Transferee
By:	WILMINGTON TRUST, NATIONAL
	ASSOCIATION,
	not in its individual capacity, but solely as Owner Trustee
By:	/s/ Dorri Costello
	Name:	Dorri Costello
	Title:	Banking Officer

(NALT 2011-B Trust SUBI Certificate Transfer Agreement)

S-1

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2011-B, as transferee (the “Transferee”), as follows on the Closing Date:

1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2011-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor.

2. The 2011-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC.

3. The Depositor owns and has good and marketable title to the 2011-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding.

4. The Depositor has received all consents and approvals to the sale of the 2011-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2011-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible.

5. The Depositor has received all consents and approvals required by the terms of the 2011-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2011-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement.

6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2011-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2011-B SUBI Certificate granted to the Transferee under the Trust SUBI Certificate Transfer Agreement.

7. To the extent that the 2011-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee.

8. Other than the transfer of the 2011-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2011-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2011-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated.

9. No instrument or tangible chattel paper that constitutes or evidences the 2011-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.