S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2006

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NISSAN AUTO LEASING LLC II

(Depositor of the trust described herein and underwriter with respect to the SUBI Certificate)

NISSAN-INFINITI LT

(Issuer with respect to the SUBI Certificate)

(Exact name of registrants as specified in their charters)

DELAWARE	Nissan Auto Leasing LLC II 95-4885574
(State or other jurisdiction of incorporation or organization)	Nissan-Infiniti LT 33-6266449
	(I.R.S. Employer Identification No.)

990 W. 190th STREET
TORRANCE, CALIFORNIA 90502
(310) 719-8583

(Address, including zip code, and telephone number,
including area code, of principal executive offices of
Nissan Auto Leasing LLC II, NILT Trust, and Nissan-Infiniti LT)

BETSY B. KOHAN, ESQ.
NISSAN AUTO LEASING LLC II
990 W. 190th STREET
TORRANCE, CALIFORNIA 90502
(310) 719-8583

(Name, address, including zip code, and telephone number,
including area code, of agent for service with respect to the registrants)

COPIES TO:

WARREN R. LOUI, ESQ.
MAYER, BROWN, ROWE & MAW LLP
350 SOUTH GRAND AVENUE, 25^TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 229-9500 ANGELA M. ULUM, ESQ.
MAYER, BROWN, ROWE & MAW LLP
190 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60603-3441
(312) 782-0600

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

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

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

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

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

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

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Proposed Title of Each Class of	Amount to be	Offering Price	Aggregate Offering	Registration
Securities to be Registered	Registered	Per Unit(1)	Price(1)	Fee(1)
Asset Backed Notes	$6,000,000,000	100%	$6,000,000,000	$	642,000
Special Units of Beneficial Interest Certificates (2)	(3)	(3)	(3)		(3)

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

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

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

Prospectus Supplement
(To Prospectus Dated [       ,       ])

Subject to Completion, Dated [       ,       ]

$[                                                                ]

NISSAN AUTO LEASE TRUST [            - -            ]

Issuing Entity

NISSAN AUTO LEASING LLC II

Depositor

NISSAN MOTOR ACCEPTANCE CORPORATION

Servicer / Sponsor

$[                      ] ASSET BACKED NOTES

You should review carefully the factors set forth under “Risk Factors” beginning on page S-[___] of this prospectus supplement and page [___] in the accompanying prospectus.

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

The securities are asset backed securities issued by and represent obligations of the issuing entity only and do not represent obligations of or interests in Nissan Motor Acceptance Corporation, Nissan Auto Leasing LLC II or any of their respective affiliates. Neither the securities nor the leases are insured or guaranteed by any governmental agency.

This prospectus supplement may be used to offer and sell the notes only if it is accompanied by the prospectus dated [       ,       ].

• The issuing entity will issue [five] classes of securities, consisting of [four] classes of notes and one class of certificates described in the following table. Only the notes [described on the following table] are being offered by this prospectus supplement and the prospectus. The certificates represent all of the undivided beneficial ownership interests in the issuing entity, have no principal amount, and are not being offered to the public, but instead will be issued to and retained by Nissan Auto Leasing LLC II.

• The notes accrue interest from [       ,       ].

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

	Notes
	A-1 Notes		A-2 Notes		A-3 Notes		A-4a Notes		A-4b Notes		SUBI Certificate
Principal Amount	$		$		$		$		$			(2)
Interest Rate		%		%		%		%		%		(2)
Final Scheduled Payment Date												(2)
Price to Public(1)		%		%		%		%		%		(2)
Underwriting Discount(1)		%		%		%		%		%		(2)
Proceeds to Depositor(1)	$		$		$		$		$			(2)

(1)	Total price to the public is $[       ], total underwriting discount is $[       ] and total proceeds to the Depositor are $[       ].
(2)	Not applicable.

Credit Enhancement

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

• The certificates are subordinated to the notes to the extent described herein.

• [Interest rate [cap][swap] agreement] with [       ], as [cap provider][the swap counterparty], to mitigate the risk associated with an increase in the floating interest rate of the Class A-[      ] Notes.]

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     [The issuing entity has applied to list the notes on the Luxembourg Stock Exchange and for listing and permission to deal in the notes in the Stock Exchange of Hong Kong Limited.]

[UNDERWRITERS]

The date of this prospectus supplement is [       ,       ].

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

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

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

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

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

Prospectus Supplement

SUMMARY	6
RISK FACTORS	13
OVERVIEW OF THE TRANSACTION	18
THE ISSUING ENTITY	19
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE	21
USE OF PROCEEDS	21
THE SUBI	22
THE LEASES	23
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS	31
PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES	31
WEIGHTED AVERAGE LIFE OF THE NOTES	47
NOTE FACTORS, CERTIFICATE FACTOR AND TRADING INFORMATION	50
THE DEPOSITOR	50
NISSAN MOTOR ACCEPTANCE CORPORATION	51
DESCRIPTION OF THE NOTES	55
DESCRIPTION OF THE CERTIFICATES	59
[DESCRIPTION OF THE INTEREST RATE [CAP][SWAP] AGREEMENT]	59
SECURITY FOR THE NOTES	62
ADDITIONAL INFORMATION REGARDING THE SECURITIES	65
MATERIAL FEDERAL INCOME TAX CONSEQUENCES	71
CERTAIN ERISA CONSIDERATIONS	71
UNDERWRITING	72
MATERIAL LITIGATION	73
CERTAIN RELATIONSHIPS	74
RATINGS OF THE NOTES	74
LEGAL MATTERS	74
INDEX OF PRINCIPAL TERMS	75
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	1
Exhibit 1.1
Exhibit 4.1
Exhibit 4.2
Exhibit 4.3
Exhibit 4.4
Exhibit 4.5
Exhibit 4.6
Exhibit 4.7
Exhibit 4.8
Exhibit 4.9
Exhibit 4.10
Exhibit 4.11
Exhibit 4.12
Exhibit 5.1
Exhibit 8.1
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3

2

TRANSACTION OVERVIEW

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

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

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

3

Flow of Funds*

* This chart provides only a simplified overview of the priority of monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred. For more detailed information or information regarding the flow of funds upon the occurrence of an event of default, please refer to this prospectus supplement and the accompanying prospectus for a further description.

4

SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS*

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

5

SUMMARY

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

Issuing Entity/Trust: (with respect to the notes and the certificates)	Nissan Auto Lease Trust [       -       ] is the trust that will be established by a trust agreement dated as of [       ,       ], and will be the entity that issues the notes and the certificates.
Depositor:	Nissan Auto Leasing LLC II.
Servicer/Sponsor and Administrative Agent:	Nissan Motor Acceptance Corporation.
Indenture Trustee:	[       ].
Owner Trustee:	[       ].
[Cap Provider][Swap Counterparty]:	[       ].
Titling Trust: (also the issuing entity with respect to the SUBI certificate)	Nissan-Infiniti LT.
Titling Trustee:	NILT, Inc.
Underwriters with respect to the SUBI Certificate:	NILT Trust and Nissan Auto Leasing LLC II.
Cutoff Date:	Close of business on [       ,       ].
Closing Date:	Expected on or about [       ,       ].
Assets of the Issuing Entity:	The primary assets of the issuing entity will consist of a certificate representing the beneficial interest in a pool of closed-end Nissan [and Infiniti] leases, the related Nissan [and Infiniti] leased vehicles and related assets, including the right to receive monthly payments under the leases and the amounts realized from sales of the related leased vehicles, together with amounts in various accounts, including a reserve account.
	As of the close of business on [      ,      ], the cutoff date, the leases had:

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

• a weighted average original lease term of approximately [       ] months, and

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

The securitization value of each lease will be the sum of the present value of (i) the remaining monthly payments payable under the lease and (ii) the base residual value of the leased vehicle, [which is the lowest of (a) the residual value established by Automotive Lease Guide [at the time of origination of the lease] [as of ___] without making a distinction between value adding options and non-value adding options, (b) the residual value established by Automotive Lease Guide [at the time of origination of the lease][as of ___] giving only partial credit or no credit for options that add little or no value to the resale price of the vehicle, and (c) the residual value established in the lease contract.] These present value calculations will be made as of [      ,      ], the cutoff date, using a discount rate of [ ]%.

6

	On the closing date, the titling trust will issue a special unit of beneficial interest, which is also called a SUBI, constituting a beneficial interest in the leases and the related leased vehicles. The SUBI certificate will be transferred to the issuing entity at the time it issues the notes and the certificates.
	The SUBI certificate will evidence an indirect beneficial interest, rather than a direct ownership interest, in the related SUBI assets. By holding the SUBI certificate, the issuing entity will receive an amount equal to all payments made on or in respect of the SUBI assets, except as described under “Risk Factors – Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes.” Payments made on or in respect of all other titling trust assets will not be available to make payments on the notes and the certificates. The SUBI certificate is not offered to you under this prospectus supplement or the prospectus.
	For more information regarding the issuing entity’s property, you should refer to “The Issuing Entity – Property of the Issuing Entity,” “The SUBI” and “The Leases” in this prospectus supplement.
Offered Notes:	Class A-1 Notes: $[       ]
	Class A-2 Notes: $[       ]
	Class A-3 Notes: $[       ]
	Class A-4a Notes: $[       ]
	Class A-4b Notes: $[       ]
Certificates:	The issuing entity will also issue certificates. The issuing entity is not offering the certificates. The certificates will be retained by the depositor.
	The issuing entity will not make any distributions on the certificates until all principal of and interest on the Notes have been paid in full.
Terms of the Notes:	Distribution Dates:
	Interest and principal will generally be payable on the 15th day of each month, unless the 15th day is not a business day, in which case the payment will be made on the following business day. The first payment will be made on [      ,      ].
	Denominations:
	The notes will be issued in minimum denominations of [$25,000] [$100,000] and integral multiples of [$1,000] in excess thereof in book-entry form.
	Per annum interest rates:
	The notes will have [fixed][adjustable] rates of interest as follows:
	Class A-1 Notes: [       ]%
	Class A-2 Notes: [       ]%
	Class A-3 Notes: [       ]%
	Class A-4a Notes:[       ]%
	Class A-4b Notes:[       ]%
	Interest Period and Payments:
	Interest on the notes will accrue in the following manner, except that on the first payment date, interest on all of the notes will accrue from and including the closing date to but excluding [      ,      ]:

7

			Subsequent Interest Periods
	Initial
	Accrual		From	To	Day Count
Class	Period		(including)	(excluding)	Convention
A-1		[ ]			[actual][30]/360]
A-2		[ ]			[actual][30]/360]
A-3		[ ]			[actual][30]/360]
A-4a		[ ]			[actual][30]/360]
A-4b		[ ]			[actual][30]/360]

Interest payments on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes will be paid on a pro rata basis.

Interest payments on the notes as described above will be made from all available funds after [the swap counterparty has been paid the net amounts, if any, due under the interest rate swap agreement,] the servicing fee has been paid and certain advances and expenses have been reimbursed.

[Interest Rate Cap Agreement:]

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

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

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

• a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the closing date, to but excluding the first payment date, and the denominator of which is [360][365].

The obligations of the issuing entity under the interest rate cap agreement are secured under the indenture and the obligations of the cap provider are unsecured.

If the cap provider’s long-term senior unsecured debt ceases to be rated at a level acceptable to Standard & Poor’s, a division of The McGraw-Hill Companies and Moody’s Investors Service, the cap provider will be obligated to post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the interest rate cap agreement or arrange for an eligible substitute cap provider satisfactory to the issuing entity.

Any amounts received under the interest rate cap agreement will be a source for interest payments on the notes.]

[Interest Rate Swap Agreement:]

[Because the interest rate on the Class A-[ ] Notes will be floating while the leases are fixed monthly obligations, the issuing entity will enter into an interest rate swap agreement with [ ], as the swap counterparty, to mitigate the risk associated with an increase in the floating interest rate of the Class A-[ ] Notes above the weighted average lease rates under the leases. Under the interest rate swap agreement, on each payment date, the issuing entity will be obligated to pay to the swap counterparty an amount equal to interest accrued on a notional amount equal to [the principal balance of the Class A-[ ] Notes at the notional fixed rate of [ ]%, and the swap counterparty will be obligated to pay to the issuing entity interest accrued on the Class A-[ ] Notes [at the floating rate of the Class A-[ ] Notes].

8

The net amount owed by the issuing entity to the swap counterparty on a payment date, if any, is the “Swap Payment,” and the net amount owed by the swap counterparty to the issuing entity, if any, is the “Swap Receipt.”

The obligations of the issuing entity under the interest rate swap agreement are secured under the indenture and the obligations of the swap counterparty are unsecured.

If the swap counterparty’s long-term senior unsecured debt ceases to be rated at a level acceptable to Standard & Poor’s, a division of The McGraw-Hill Companies and Moody’s Investors Service, the swap counterparty will be obligated to post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the interest rate swap agreement or arrange for an eligible substitute swap counterparty satisfactory to the issuing entity.

Any amounts received under the interest rate swap agreement will be a source for interest payments on the notes.]

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

Principal:

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

(1)	to the Class A-1 Notes until they are paid in full,
(2)	to the Class A-2 Notes until they are paid in full,
(3)	to the Class A-3 Notes until they are paid in full, and
(4)	to the Class A-4a Notes and the Class A-4b Notes pro rata based on the principal balance of the Class A-4a Notes and the Class A-4b Notes until they are paid in full.

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

Notwithstanding the foregoing, after the occurrence of an event of default and an acceleration of the notes (unless and until such acceleration has been rescinded), available funds (after [the swap counterparty has been paid the net amounts, if any, due under the interest rate swap agreement,] the servicing fee has been paid, certain advances and expenses have been reimbursed to the servicer) will be applied to pay interest and principal, in that order, (a) first on the Class A-1 Notes, until the accrued interest on and outstanding principal balance of the Class A-1 Notes have been paid in full, and (b) then on the Class A-2 Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes on a pro rata basis (i) with respect to interest, based on the respective aggregate amounts of interest due to those classes of Notes and (ii) with respect to principal, based on the respective outstanding principal balances of those classes of Notes, until the outstanding principal balances of those classes of Notes have been paid in full.

Final Scheduled Payment Dates: The issuing entity must pay the outstanding principal balance of each class of notes by its final scheduled payment date as follows:

	Final Scheduled
Class	Payment Date
A-1		[	]
A-2		[	]
A-3		[	]
A-4a		[	]
A-4b		[	]

9

	For more detailed information concerning payments of principal, you should refer to “Additional Information Regarding the Securities — Payments on the Securities” and “Description of the Notes — Principal.”
Credit Enhancement:	The credit enhancement of the offered notes will be the reserve account, the subordination of the certificates, [and] [the interest rate [cap][swap] agreement]. The credit enhancement is intended to protect you against losses and delays in payments on your notes by absorbing losses on the leases and other shortfalls in cash flows.
	The Reserve Account:
	The depositor will establish a reserve account in the name of the indenture trustee. The reserve account will be funded as follows:

• on the closing date, the depositor will make an initial deposit into the reserve account of $[ ], which is approximately [ ]% of the aggregate [securitization value of the leases and the related leased vehicles as of the cutoff date][initial principal amount of the notes] , and

• on each payment date while the notes remain outstanding, any excess collections remaining after payment of principal of and interest on the notes and various other obligations and expenses of the issuing entity will be deposited into the reserve account until the reserve account balance is equal to [ ]% of the aggregate [securitization value of the leases and the related leased vehicles as of the cutoff date][initial principal amount of the notes].

	On each payment date, after all appropriate deposits and withdrawals are made to and from the reserve account, any amounts on deposit in the reserve account in excess of the reserve account requirement will be released to the depositor.
	[The required reserve account balance on each payment date may be reduced pursuant to a downward adjustment formula that is acceptable to the rating agencies rating the notes.]
	Funds in the reserve account on each payment date will be available to cover shortfalls in payments on the notes as described in “Additional Information Regarding the Securities — Payments on the Securities — Deposits to the Distribution Accounts; Priority of Payments.”
	For more information regarding the reserve account, you should refer to “Security for the Notes — The Accounts — The Reserve Account.”
	Subordination of the Certificates:
	The certificates represent all of the ownership interests in the issuing entity. The certificates will not receive any distributions until all principal of and interest on the Notes have been paid in full. The certificates will not receive any interest.
Events of Default:	The notes are subject to specified events of default described under “Description of the Indenture – Indenture Default” in the accompanying prospectus. Among these events are the failure to pay interest on the notes for five days after it is due or the failure to pay principal on the final maturity date for the notes.
	If an event of default occurs and continues, the indenture trustee or the holders of at least a majority of the outstanding principal amount of the notes may declare the notes to be immediately due and payable. That declaration, under limited circumstances, may be rescinded by the holders of at least a majority of the outstanding principal amount of the notes.
	After an event of default and the acceleration of the notes, funds on deposit in the collection account and any of the issuing entity’s bank accounts with respect to the affected notes will be applied to pay principal of and interest on the notes in the order and amounts described under “Description of the Notes – Interest” and “– Principal.”

10

If the notes are accelerated after an event of default, the indenture trustee may, under certain circumstances:

• institute proceedings in its own name for the collection of all amounts then payable on the notes,

• take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee and the noteholders, or

• foreclose on the assets of the issuing entity, if the event of default relates to a failure by the issuing entity to pay interest on the notes when due or principal of the notes on their respective final maturity dates, by causing the issuing entity to sell those assets to permitted purchasers under the indenture.

	For more information regarding the events constituting an event of default under the indenture and the remedies available following such default, you should refer to “Description of the Indenture – Indenture Default” and “ – Remedies Upon an Indenture Default” in the accompanying prospectus.
Servicing/Administrative Agent:	Nissan Motor Acceptance Corporation will service the titling trust assets, including the SUBI assets. In addition, Nissan Motor Acceptance Corporation will perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the indenture and the trust agreement. On each payment date, Nissan Motor Acceptance Corporation will be paid a fee for performing its servicing and administrative obligations in an amount equal to one-twelfth of [      ]% of the aggregate securitization value of the leases and leased vehicles represented by the SUBI certificate at the beginning of the preceding month, or in the case of the first payment date, at the cutoff date. The servicing fee will be payable from amounts collected under the leases and amounts realized from sales of the related leased vehicles, and will be paid to the servicer prior to the payment of principal of and interest on the notes.
Optional Purchase:	The servicer has the option to purchase or cause to be purchased all of the assets of the issuing entity on any payment date when the then current securitization value of the leases and leased vehicles represented by the SUBI Certificate is less than or equal to [5%] of the initial securitization value of the leases and leased vehicles represented by the SUBI Certificate. If the servicer exercises this option, any notes that are outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest.
	For more information regarding the optional purchase, you should refer to “Additional Information Regarding the Securities – Optional Purchase” in this prospectus supplement.
Advances:	The servicer is required to advance to the issuing entity (i) lease payments that are due but unpaid by the lessees and (ii) proceeds from expected sales on leased vehicles for which the related leases have terminated during the related collection period. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from future payments on the related lease or leased vehicle.
	For more detailed information on advances and reimbursement of advances, you should refer to “Additional Information Regarding the Securities – Advances” in this prospectus supplement and “Description of the Servicing Agreement – Advances” in the accompanying prospectus.
Tax Status:	On the closing date, and subject to certain assumptions and qualifications, Mayer, Brown, Rowe & Maw LLP, special counsel to the depositor, will render an opinion to the effect that the notes will be classified as debt for federal income tax purposes. The depositor will agree, and noteholders and beneficial owners will agree by accepting a note or a beneficial interest therein, to treat the notes as debt for federal income tax purposes.
	[Original issue discount. The notes will be issued with original issue discount for U.S. federal income tax purposes. Amounts treated as original issue discount generally are required to be accrued in income by a holder prior to the receipt of cash in respect of such amounts.]

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	We encourage you to consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction.
	For additional information concerning the application of federal income tax laws to the issuing entity and the notes, you should refer to “Material Federal Income Tax Consequences” in this prospectus supplement and the accompanying prospectus.
Ratings:	[The securities will be issued only if the Class [A-1] Notes are rated in the highest short-term rating category, the Class [A-2] Notes, the Class [A-3] Notes, the Class [A-4a] Notes and the Class [A-4b] Notes are rated in the highest long-term category.] On the closing date, each class of the notes will receive the following ratings from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and Moody’s Investors Service:

	Standard &
Class	Poor’s	Moody’s
A-1	[   ]	[   ]
A-2	[   ]	[   ]
A-3	[   ]	[   ]
A-4a	[   ]	[   ]
A-4b	[   ]	[   ]

	There can be no assurance that a rating will not be lowered or withdrawn by an assigning rating agency.
Certain ERISA Considerations:	[It is expected that the notes will be eligible for purchase by Benefit Plans (as defined in “Certain ERISA Considerations”) subject to the considerations discussed under “Certain ERISA Considerations.” However, Benefit Plans contemplating a purchase of notes are encouraged to consult their counsel before making a purchase.]
[Money Market Investment]:	[The Class A-[ ] Notes have been structured to be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940. Money market funds contemplating a purchase of the Class A-[ ] Notes are encouraged to consult their counsel before making a purchase.]
[Listing]	[The issuing entity has applied to list the Class A-[ ] Notes on the Luxembourg Stock Exchange and The Stock Exchange of Hong Kong Limited. The issuing entity has requested that the listings be made effective on or about [             ].]

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RISK FACTORS

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

You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market.	The notes will not be listed on any securities exchange. Therefore, in order to sell your notes, you must first locate a willing purchaser. The absence of a secondary market for the notes could limit your ability to resell them. Currently, no secondary market exists for the notes. We cannot assure you that a secondary market will develop. The underwriters intend to make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, the underwriters are not obligated to make offers to buy the notes and they may stop making offers at any time. In addition, the underwriters’ offered prices, if any, may not reflect prices that other potential purchasers would be willing to pay were they given the opportunity. There have been times in the past where there have been very few buyers of asset backed securities and, thus, there has been a lack of liquidity. There may be similar lack of liquidity at times in the future.
	As a result of the foregoing restrictions and circumstances, you may not be able to sell your notes when you want to do so and you may not be able to obtain the price that you wish to receive.
Payment priorities increase risk of loss or delay in payment to certain notes.	Based on the priorities described under “Additional Information Regarding the Securities – Payments on the Securities,” classes of notes that receive payments, particularly principal payments, before other classes will be repaid more rapidly than the other classes of notes. In addition, because principal of each class of notes will be paid sequentially, classes of notes that have higher sequential numerical class designations (i.e. 2 being higher than 1) will be outstanding longer and therefore will be exposed to the risk of losses on the leases during periods after other classes of notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
	Because of the priority of payment on the notes, the yields of the Class A-2, Class A-3, Class A-4a and Class A-4b Notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-1 Notes. Accordingly, the Class A-3, Class A-4a and Class A-4b Notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-2 Notes. The Class A-4a and Class A-4b Notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-3 Notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
	Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected.
The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets.	The leased vehicles allocated to the SUBI were registered in [ ] states and the District of Columbia, [with [    ]% and [    ]% of the aggregate cutoff date securitization value of the leases and the related leased vehicles, based on the state of original registration, in [ ] and [ ], respectively. [No state other than [    ] and [    ] accounts for [10%] or more of the aggregate cutoff date securitization value of the leases and the related leased vehicles.] Adverse economic conditions in any of these states may have a disproportionate impact on the performance of the leases and the leased vehicles. [Insert any applicable risk factors for any particular state/region that account for more than 10% of the cutoff date securitization value of the leases and the related leased vehicles.] Economic factors like unemployment, interest rates, the rate of inflation and consumer perceptions of the economy may affect the rate of prepayment and defaults on the leases

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	and the ability to sell or dispose of the related leased vehicles for an amount at least equal to their stated residual values.
The concentration of leased vehicles to particular models could negatively affect the pool assets.	The [    ], [    ] and [    ] models represent approximately [    ]%, [    ]% and [    ]% of the aggregate securitization value, respectively, of the leases allocated to the SUBI as of the cutoff date. Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.
[Potential termination of the interest rate cap agreement presents cap provider risk, risk of prepayment of the notes and risk of loss upon liquidation of the issuing entity’s assets.]	[General. The issuing entity is obligated to make payments of interest accrued on the Class A-[ ] Notes at a floating interest rate, but the leases are fixed monthly obligations. The issuing entity will enter into an interest rate cap agreement with [                    ], as the cap provider to enable the issuing entity to issue notes bearing interest at floating rates.
	For a description of the key provisions of the interest rate cap agreement, you should refer to “Description of the Interest Rate Cap Agreement” in this prospectus supplement.
	Cap Provider Risk; Performance and Ratings Risks. The amounts available to the issuing entity to pay interest on and principal of all classes of the notes depend in part on the operation of the interest rate cap agreement and the performance by the cap provider of its obligations under the interest rate cap agreement. The ratings of all the notes take into account the provisions of the interest rate cap agreement and the ratings currently assigned to the cap provider.
	During those periods in which LIBOR is substantially greater than the cap rate, the issuing entity will be more dependent on receiving payments from the cap provider in order to make payments on the notes. If the cap provider fails to pay the amounts due under the interest rate cap agreement, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.
	The cap provider’s senior unsecured debt obligations currently are rated “[ ]” from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and “[ ]” from Moody’s Investors Service. A downgrade, suspension or withdrawal of any rating of the cap provider by a rating agency may result in the downgrade, suspension or withdrawal of the ratings assigned by such rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the cap provider of its obligations under the interest rate cap agreement. A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes.
	Early Termination May Affect Weighted Average Life and Yield. Certain events (including some that are not within the control of the issuing entity or the cap provider) may cause the termination of the interest rate cap agreement. Certain of these events will not cause a termination of the interest rate cap agreement unless a majority of holders of notes vote to instruct the indenture trustee (as assignee of the rights of the owner trustee) to terminate the interest rate cap agreement. The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the interest rate cap agreement. Depending on the reason for the termination, a termination payment may be due to the issuing entity. The amount of any termination payment will be based on the market value of the interest rate cap agreement. Any termination payment could, if market interest rates and other conditions have changed materially, be substantial. If the cap provider fails to make a termination payment owed to the issuing entity, the issuing entity may not be able to enter into a replacement interest rate cap agreement and to the extent the interest rates on the [Class A-   ] Notes exceed the fixed rate the issuing entity had been required to pay the cap provider under the interest rate cap agreement, the amount available to pay principal of and interest on the notes will be reduced. In addition, if the notes are

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	accelerated after the interest rate cap agreement terminates, the indenture trustee may under certain circumstances liquidate the assets of the issuing entity. Liquidation would likely accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. Additionally, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Risk Factors – You may experience reduced returns on your investment resulting from prepayments on the leases, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity” in the prospectus.
	Risk of Loss Upon Termination. The proceeds of any liquidation of the assets of the issuing entity may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes. In addition, termination of the interest rate cap agreement may under certain circumstances constitute an event of default under the indenture. If this occurs, the priority of payments of all notes will change, from pro rata payments of interest followed by sequential payments of principal to payments of interest and principal on the Class A-1 Notes first, followed by payment of interest and principal on the Class A-2 Notes, the Class A-3 Notes, the Class A-4a and the Class A-4b Notes. As a result, a class of notes with an earlier maturity may absorb a similar amount of losses than a class of notes with later maturity.]
[Risks associated with the interest rate swap agreement]	[General. The issuing entity will enter into an interest rate swap agreement because payments under the leases are fixed monthly obligations while the Class A-[     ] Notes will bear interest at a floating rate based on [one-month] LIBOR. The issuing entity will use payments made by the swap counterparty to help make interest payments on the Class A-[     ] Notes.
	For a description of the key provisions of the interest rate swap agreement, you should refer to “Description of the Interest Rate Swap Agreement” in this prospectus supplement.
	Swap Counterparty Risk; Performance and Ratings Risks. The amounts available to the issuing entity to pay interest on and principal of all classes of the notes depend in part on the operation of the interest rate swap agreement and the performance by the swap counterparty of its obligations under the interest rate swap agreement. The ratings of all the notes take into account the provisions of the interest rate swap agreement and the ratings currently assigned to the swap counterparty.
	During those periods in which the floating LIBOR-based rate payable by the swap counterparty is substantially greater than the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make interest payments on the Class A-[     ] Notes without using amounts that would otherwise be paid as principal on the notes and certificates. If the swap counterparty fails to pay the net amount due, you may experience delays and/or reductions in the interest and principal payments on your notes.
	On the other hand, during those periods in which the floating rate payable by the swap counterparty is less than the fixed rate payable by the issuing entity, the issuing entity will be obligated to make payments to the swap counterparty. The swap counterparty will have a claim on the assets of the issuing entity for the net amount due, if any, to the swap counterparty under the interest rate swap. The swap counterparty’s claim for payments other than termination payments will be higher in priority than payments on the notes and the certificates and termination payments will be pari passu with interest on the notes. If there is a shortage of funds available on any payment date, you may experience delays

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and/or reductions in interest and principal payments on your notes.

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

Early Termination May Affect Weighted Average Life and Yield. Certain events (including some that are not within the control of the issuing entity or the swap counterparty) may cause the termination of the interest rate swap agreement. Certain of these events will not cause a termination of the interest rate swap agreement unless a majority of holders of notes vote to instruct the indenture trustee (as assignee of the rights of the owner trustee) to terminate the interest rate swap agreement. The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the interest rate swap agreement. Depending on the reason for the termination, a termination payment may be due to the issuing entity or to the swap counterparty. The amount of any termination payment will be based on the market value of the interest rate swap agreement. Any termination payment could, if market interest rates and other conditions have changed materially, be substantial. If the swap counterparty fails to make a termination payment owed to the issuing entity, the issuing entity may not be able to enter into a replacement interest rate swap agreement and to the extent the interest rates on the [Class A-   ] Notes exceed the fixed rate the issuing entity had been required to pay the swap counterparty under the interest rate swap agreement, the amount available to pay principal of and interest on the notes will be reduced. If, on the other hand, the interest rate swap agreement is terminated and the issuing entity is required to pay termination payments to the swap counterparty, such payments, if any, will be pari passu with payments of interest on the notes and may reduce the amount available to pay principal of and interest on the notes. In addition, if the notes are accelerated after the interest rate swap agreement terminates, the indenture trustee may under certain circumstances liquidate the assets of the issuing entity. Liquidation would likely accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. Additionally, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Risk Factors – You may experience reduced returns on your investment resulting from prepayments on the leases, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity” in the prospectus.

Risk of Loss Upon Termination. The proceeds of any liquidation of the assets of the issuing entity may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes. In addition, termination of the interest rate swap agreement may under certain circumstances constitute an event of default under the indenture. If this occurs, the priority of payments of all notes will change, from pro rata payments of interest followed by sequential payments of principal to payments of interest and principal on the Class A-1 Notes first, followed by payment of interest and principal on the Class A-2 Notes, the Class A-3 Notes, the Class A-4a and the Class A-4b Notes. As a result, a class of notes with an earlier maturity may absorb a similar amount of losses than a class of notes with later maturity.]

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Risk of loss or delay in payment may result from delays in the transfer of servicing due to the servicing fee structure.	Because the servicing fee is structured as a percentage of the aggregate securitization value of the leases and leased vehicles, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the aggregate outstanding securitization value of the leases and leased vehicles has been repaid. Due to the reduction in servicing fee as described in the foregoing, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.
The return on your notes could be reduced by shortfalls due to natural disasters.	The effect of natural disasters, such as Hurricane Katrina, on the performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on natural disasters on delinquency, default and prepayment experience of the leases.
The residual value of leased vehicles may be adversely affected by discount pricing incentives and marketing incentive programs.	Historical residual value loss experience on lease vehicles is partially attributable to new car pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America or by its competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Although Nissan North America currently does not have any marketing incentive program that reduces the prices of the new cars, it may introduce such programs in the future. The reduced demand for used cars resulting from discount pricing incentives or other marketing incentive programs introduced by Nissan North America or any of its competitors may reduce the prices consumers will be willing to pay for used cars, including leased vehicles included in the pool assets at the end of the related leases and thus reduce the residual value of such leased vehicles. As a result, the proceeds received by the titling trust upon disposition of leased vehicles may be reduced and may not be sufficient to pay amounts owing on the notes.
The ratings of the notes may be withdrawn or revised which may have an adverse effect on the market price of the notes.	A security rating is not a recommendation to buy, sell or hold the notes. The ratings are an assessment by Moody’s, Standard & Poor’s Rating Services [and Fitch], respectively, of the likelihood that interest on a class of notes will be paid on a timely basis and that a class of notes will be paid in full by its final scheduled payment date. Ratings on the notes may be lowered, qualified or withdrawn at any time without notice from the issuing entity or the depositor. The ratings do not consider to what extent the notes will be subject to prepayment or that the outstanding principal amount of any class of notes will be paid prior to the final scheduled payment date for that class of notes.

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OVERVIEW OF THE TRANSACTION

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

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

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

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

     The SUBI will represent the entire beneficial interest in the Leases, Leased Vehicles and other assets associated with such Leases and Leased Vehicles referenced above (collectively, the “SUBI Assets”). Upon the creation of the SUBI, the portfolio of Leases or Leased Vehicles will no longer constitute assets of the Titling Trust represented by the UTI, and the interest in the Titling Trust assets represented by the UTI will be reduced accordingly. The SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the related SUBI Assets. The SUBI will not represent a beneficial interest in any Titling Trust assets other than the related SUBI Assets. Payments made on or in respect of any Titling Trust assets other than the SUBI Assets will not be available to make payments on the Notes or the Certificates. The UTI Beneficiary may from time to time cause special units of beneficial interest similar to the SUBI (each, an “Other SUBI”) to be created out of the UTI. The Issuing Entity (and, accordingly, the Securityholders) will have no interest in the UTI, any Other SUBI or any assets of the Titling Trust evidenced by the UTI or any Other SUBI. See “The Titling Trust” and “The SUBI” in the accompanying prospectus.

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

     The Notes are the only securities being offered hereby. The Depositor will retain all of the Certificates.

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

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THE ISSUING ENTITY

Formation

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

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

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

• issuing the Securities,

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

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

• making payments on the Notes and the Certificates,

• entering into and performing its obligations under the Basic Documents (as defined herein) to which it is a party,

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

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

     The term “Basic Documents” refers to the Indenture, together with the SUBI Trust Agreement the Servicing Agreement, the Trust Administration Agreement, the Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement, the Cap Agreement and the Agreement of Definitions.

     [On the Closing Date, NMAC will make [a capital contribution of $___to the Issuing Entity][an unsecured subordinated loan to the Issuing Entity in the principal amount of $___to pay for a portion of the cost of acquiring the SUBI Certificate and the other property of the Issuing Entity. [The subordinated loan will have an interest rate of ___%, be payable ___and mature on ___; however payments on the subordinated loan will only be made after any payments then due and payable on the Notes have been made][[Insert other information/description regarding subordinated loan from NMAC to the Issuing Entity.]

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

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

     The Issuing Entity’s principal office will be in [Wilmington, Delaware], in care of the Owner Trustee, at the address listed below under “— The Owner Trustee.” The fiscal year of the Issuing Entity begins on [January 1][April 1] of each year.

     NMAC, on behalf of the Issuing Entity, will file with the Securities and Exchange Commission (the “SEC”) periodic reports of the Issuing Entity required to be filed with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations of the SEC thereunder. For more information on where you can obtain a copy of these and other reports, you should refer to “Where You Can Find More Information” in the prospectus.

Capitalization of the Issuing Entity

     On the Closing Date, the Issuing Entity will initially be capitalized with $[     ] aggregate principal amount of Notes and with the Certificates. In exchange for the SUBI Certificate, the Issuing Entity will transfer the Notes and Certificates to the Depositor,

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who will then sell the Notes to the Noteholders. The Depositor will retain all of the Certificates, which represent all of the ownership interests in the Issuing Entity. The following table illustrates the capitalization of the Issuing Entity as of the Closing Date, as if the issuance and sale of the Securities had taken place on that date:

Notes	$
Certificates	$
Total	$

Property of the Issuing Entity

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

     After giving effect to the transactions described in this prospectus supplement, the property of the Issuing Entity (the “Issuing Entity’s Estate”) will include:

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

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

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

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

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

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

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

• [the rights of the Issuing Entity and of the Owner Trustee under the interest rate [cap][swap] agreement and the amounts payable to the Issuing Entity thereunder, and]

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

     The Issuing Entity will pledge the Issuing Entity’s Estate to the Indenture Trustee pursuant to the Indenture.

     Holders of the Notes and Certificates will be dependent on payments made on the Leases and proceeds received in connection with the sale or other disposition of the related Leased Vehicles for payments on the Notes and Certificates. Because the SUBI will represent a beneficial interest in the related SUBI Assets, the Issuing Entity will not, except to the extent of the back-up security interest as discussed in “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests” in the prospectus, have a direct ownership interest in the Leases or a direct ownership interest or perfected security interest in the Leased Vehicles — which will be titled in the name of the Titling Trust or the titling trustee on behalf of the Titling Trust. It is therefore possible that a claim or lien in respect of the Leased Vehicles or the Titling Trust could limit the amounts payable in respect of the SUBI Certificate to less than the amounts received from the lessees of the Leased Vehicles or received from the sale or other disposition of the Leased Vehicles. To the extent that a claim or lien were to delay the disposition of the Leased Vehicles or reduce the amount paid to the holder of the SUBI Certificate in respect of its beneficial interest in the SUBI Assets, you could experience delays in payment or losses on your investment. See “Risk Factors — A depositor or servicer bankruptcy could delay or limit payments to you,” “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest,

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which may result in delayed or reduced payment on your notes,” “The SUBI,” “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests” in the prospectus.

THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

     [Wilmington Trust Company] will be the Owner Trustee under the Trust Agreement. [Wilmington Trust Company] is a [Delaware banking corporation] with trust powers incorporated in [1903] and its corporate trust office is located at [Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890]. [Wilmington Trust Company] has served as owner trustee in numerous asset-backed transactions involving automobile leases. NMAC, the Depositor and their respective affiliates may maintain normal commercial banking relationships with the Owner Trustee and its affiliates. The fees and expenses of the Owner Trustee will be paid by NMAC, as administrative agent (the “Administrative Agent”) under the Trust Administration Agreement dated as of the Closing Date (the “Trust Administration Agreement”) among NMAC, as Administrative Agent, the Issuing Entity and the Indenture Trustee.

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

     [U.S. Bank, N.A.] will be the Indenture Trustee under the Indenture. [U.S. Bank, N.A.] is a [national banking association] and a wholly-owned subsidiary of U.S. Bancorp, which is currently ranked as the [sixth] largest bank holding company in the United States with total assets exceeding $[ ] billion. The indenture will be administered from U.S. Bank’s corporate trust office located at [209 South LaSalle Street, Suite 300, Chicago, Illinois 60604]. The telephone number of the Indenture Trustee is [(312) 325-8902]. [The Indenture Trustee shall make each monthly statement available to the holders via the Indenture Trustee’s internet website at “http://www.usbank.com/abs. Holders with questions may direct them to the Indenture Trustee’s bondholder services group at 800-934-6802.]

     NMAC, the Depositor and their respective affiliates may maintain normal commercial banking relationships with the Indenture Trustee and its affiliates. The fees and expenses of the Indenture Trustee will be paid by the Servicer, as the Administrative Agent under the Trust Administration Agreement.

     As of [___, ___], U.S. Bank was acting as indenture trustee with respect to over [ ] issuances of securities with an aggregate outstanding principal balance of approximately $[ ] trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations. U.S. Bank has acted as trustee of auto lease-backed securities since 1993. As of [___, ___], U.S. Bank was acting as indenture trustee on [___] issuances of auto lease-backed securities, with an outstanding aggregate principal balance of approximately $[___].

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

USE OF PROCEEDS

     The Depositor will use the net proceeds from the sale of the Notes – proceeds from the sale of the Notes minus the underwriting discount in the amount of $[ ], payable to the underwriters – to acquire the SUBI Certificate from NILT Trust, to make a capital contribution to the Issuing Entity in the amount of $[ ], [to purchase the [Cap][Swap] Agreement for $___ and] to fund the Reserve Account in the amount of $[ ]. No expenses incurred in connection with the selection and acquisition of the pool assets will be payable from the proceeds from the sale of the Notes.

THE SUBI

General

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

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     The SUBI will represent an indirect beneficial interest, rather than a direct legal interest, in the Leases and the Leased Vehicles allocated to that SUBI, all proceeds of or payments on or in respect of the Leases or Leased Vehicles received or due after the close of business on the Cutoff Date, and all other related SUBI Assets, including:

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

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

• all proceeds of the foregoing.

     The SUBI will not represent a beneficial interest in any Titling Trust assets other than the related SUBI Assets. None of the Issuing Entity, the Noteholders and the Certificateholder will have an interest in the UTI, any Other SUBI or any assets of the Titling Trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of Titling Trust assets not represented by the SUBI will not be available to make payments on the Notes or the Certificates.

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

Underwriting and Transfers of the SUBI Certificate

     Upon issuance by Nissan-Infiniti LT, the SUBI Certificate will be transferred by NILT Trust, the UTI Beneficiary, to the Depositor and then transferred by the Depositor to the Issuing Entity. Such transfers will be made by NILT Trust, the UTI Beneficiary, and the Depositor in their capacities as the underwriters of the SUBI certificate.

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

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

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

• deliver the SUBI Certificate to the Issuing Entity.

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

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

THE LEASES

General

     The Leases allocated to the SUBI consist of [     ] motor vehicle retail closed-end leases for new Nissan [and Infiniti] motor vehicles. Each of the Leases was originated by a Dealer in the ordinary course of such Dealer’s business and assigned to the Titling Trust on or prior to the Cutoff Date, in accordance with the underwriting procedures described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures” in the prospectus. For more information regarding NMAC’s leasing business, you should refer to “Nissan Motor Acceptance Corporation” in the prospectus. NMAC will represent and warrant, among other things, that no adverse selection procedures were employed in selecting the Leases or the Leased Vehicles for inclusion in the SUBI Assets; however, it is nonetheless possible that the delinquencies or losses on the Leases could exceed those on other leases included in NMAC’s portfolio of new Nissan and [Infiniti] motor vehicle leases, which includes leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC.

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

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depreciation of the Leased Vehicle (including any capitalized amounts, such as insurance and warranty premiums) (the “Monthly Payment”) will be available to the Issuing Entity to make payments in respect of the Notes and the Certificates.

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

Characteristics of the Leases

     The securitized portfolio information presented in this prospectus supplement is stated as of the Cutoff Date and is calculated based on the Securitization Value of the Leases and the related Leased Vehicles allocated to the SUBI. As of the Cutoff Date, the Leases and related Leased Vehicles allocated to the SUBI had an aggregate Securitization Value of approximately $[ ]. For more information regarding how the Securitization Value for each Lease is calculated, you should refer to “– Calculation of the Securitization Value” below.

General

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

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

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

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

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

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

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

• is owned, and the related Leased Vehicle is owned by the Titling Trust, free of all liens (including tax liens, mechanics’ liens, and other liens that arise by operation of law), other than any lien upon a certificate of title of any Leased Vehicles deemed necessary and useful by the Servicer solely to provide for delivery of title documentation to the Titling Trustee (an “Administrative Lien”),

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

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

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

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• is payable solely in U.S. dollars,

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

• together with the related Leased Vehicle, has a Securitization Value, as of its origination date, of no greater than $[ ].

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

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

     As of the Cutoff date, the weighted average credit scores (“FICO Scores” ) of the Leases is [ ], with the minimum FICO score being [ ] and the maximum FICO score being [ ]. Additionally, the table below illustrates the distribution of leases by FICO scores within the various tiers of creditworthiness that NMAC has established.

FICO					Weighted Average
Score Tier	Range		Number of Leases	Securitization Value	FICO Score
Tier 1		700+
Tier 2		699-660
Tier 3		659-620
Tier 4	619 – below

     The FICO score of a lessee is calculated as the average of all available FICO scores at the time of application. A FICO score is a measurement determined by Fair, Isaac & Company using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO score, is one of several factors that may be used by the originator in its credit scoring system to assess the credit risk associated with each applicant. See “NISSAN MOTOR ACCEPTANCE CORPORATION – Lease Underwriting Procedures” in the accompanying prospectus. Additionally, FICO scores are based on independent third party information, the accuracy of which cannot be verified. FICO scores should not necessarily be relied upon as a meaningful predictor of the performance of the Leases.

     The Leases, in the aggregate, possess the following characteristics as of the Cutoff Date:

	Average		Minimum	Maximum
[Number of Leases]
Securitization Value	$		$	$
Base Residual(1)	$		$	$
Seasoning (Months)(1) (3)		(2)
Remaining Term (Months) (1)		(2)
Original Term (Months) (1)		(2)
Base Residual as a % of Securitization Value as of the Cutoff Date		%
Base Residual as a % of MSRP

(1)	As of the Cutoff Date.
(2)	Weighted average by Securitization Value as of the Cutoff Date.
(3)	Seasoning is the number of months elapsed since origination of a Lease.

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

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

Representations, Warranties and Covenants

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

(1)	was originated by a dealer located in the United States (a) in the ordinary course of its business and (b) in compliance with NMAC’s customary credit and collection policies and practices,
(2)	has been validly assigned to the Titling Trust by the related Dealer and is owned by the Titling Trust, free of all liens, encumbrances or rights of others (other than the holder of any Administrative Lien),
(3)	is a U.S. dollar-denominated obligation,
(4)	constitutes “tangible chattel paper,” as defined under the UCC,
(5)	is not recourse to the Dealer,
(6)	is a lease as to which no selection procedure that was believed by NMAC to be adverse to the holder of the SUBI Certificate was used,
(7)	was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws,
(8)	as of the Cutoff Date, (a) is a legal, valid and binding payment obligation of the related lessee, enforceable against the lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) is a lease as to which no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing, (d) is a lease as to which no default (other than payment defaults continuing for a period of no more than [29] days as of the Cutoff Date), breach or violation shall have occurred and no continuing condition that, with notice or lapse of time or both, would constitute a default, breach or violation 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),
(9)	had an original term of not less than [ ] months and not greater than [ ] months,
(10)	is a Lease for which the related documentation is located at an address specified by NMAC, and
(11)	The Servicer has determined that the lessee has agreed to obtain and maintain physical damage and liability insurance covering the related Leased Vehicle as required under the Lease.

     The Servicing Agreement will also provide that if the Titling Trustee, NMAC, the Owner Trustee, the Indenture Trustee or the Depositor discovers a breach of any representation, warranty or covenant referred to in the preceding paragraph or in the first paragraph under “– Characteristics of the Leases – General” above, that materially and adversely affects the Issuing Entity’s interest in the related Lease or Leased Vehicle, which breach is not cured in all material respects prior to the end of the Collection Period which includes the 60^th day (or, if the Servicer elects, an earlier date) after the date that the Servicer discovers such breach (whether pursuant to such notice or otherwise), the Lease and related Leased Vehicle (and any other related SUBI Assets) will be reallocated to the UTI or transferred to the Servicer on the Deposit Date related to such Collection Period. In connection with this reallocation, the Servicer will be required to deposit (or cause to be deposited) into the SUBI Collection Account the Repurchase Payment on the Deposit Date following the end of the Collection Period.

     The “Repurchase Payment” with respect of any Lease will mean the Securitization Value of such Lease as of the end of the last Collection Period plus any delinquent monthly payments that have not been paid by the lessee by the end of the Collection Period relating to the Deposit Date on which the Repurchase Payment will be made. For more information regarding the reallocation and related payment obligations of the Servicer, you should refer to “Description of the Servicing Agreement – Purchase of Leases Before Their Lease Maturity Dates” and “– Sale and Disposition of Leased Vehicles” in the prospectus.

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Calculation of the Securitization Value

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

Calculation Date	Securitization Value Formula
as of any date other than its Lease Maturity Date:	the present value, calculated using the Securitization Rate, of the sum of (a) the aggregate Monthly Payments remaining on the Lease and (b) the Base Residual of the related Leased Vehicle and
as of its Lease Maturity Date:	the Base Residual of the related Leased Vehicle.

     [The “Base Residual” means the lowest of (i) the Contract Residual, (ii) the MSRP ALG Residual (as defined below) and (iii) the Maximum Residualized MSRP ALG Residual (“MRM ALG Residual”). The MSRP ALG Residual and the MRM ALG Residual are residual value calculations produced by a third-party source, Automotive Lease Guide (“ALG”), an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. The MRM ALG Residual calculates a residual value estimate that is a percentage of the “Maximum Residualized MSRP,” which consists of the Manufacturers Suggested Retail Price (the “MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that NMAC believes add little or no value to the resale price of the vehicle. This calculation has the effect of limiting the total capitalized cost of a vehicle for purposes of calculating the residual value of such vehicle. For more information on how residual values of the Leased Vehicles are determined, you should refer to “Nissan Motor Acceptance Corporation – Determination of Residual Values” in this prospectus supplement.]

     The Securitization Value for any Lease and the related Leased Vehicle represents the amount of financing that will be raised for that Lease and the related Leased Vehicle.

     The Securitization Rate is determined based on discussions with the underwriters of the notes regarding market rates at the time of the transaction to reflect anticipated losses from the selected Leases and Leased Vehicles so that it is anticipated that the excess spread between the coupon rate on the Notes and the discount rate on the pool assets will be sufficient to make payments on the Notes, after giving effect to, among other things, anticipated losses and prepayments on the selected Leases and Leased Vehicles.

Distribution of the Leased Vehicles by Model

     The distribution of the Leased Vehicles as of the Cutoff Date by Nissan [and Infiniti] model was as follows:

					Percentage of
		Percentage of			Average
	Number of	Total Number of		Securitization	Securitization
	Leases	Leases(1)		Value(1)	Value(1)
350Z[(2)]
Altima			%	$
Armada
Crew Cab
Frontier[(3))
FX35
FX45
G35
Maxima
Murano
Pathfinder
Quest
Sentra
Titan[(3))
Xterra
Total:			%	$		%

Based on a Securitization Rate of [ ]%.
(1)	Balances and percentages may not add to total due to rounding.
[(2)	Includes Coupe and Roadster models.]
[(3)	Includes King Cab and Crew Cab models.]

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Distribution of the Leases by Original Lease Term

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

					Percentage of
		Percentage of			Average
	Number of	Total Number of		Securitization	Securitization
Months	Leases	Leases(1)		Value(1)	Value(1)
			%	$		%
Total:			%	$		%

Based on a Securitization Rate of [ ]%.
(1)	Balances and percentages may not add to total due to rounding.

Distribution of the Leases by Remaining Lease Term

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

					Percentage of
		Percentage of			Average
	Number of	Total Number of		Securitization	Securitization
Month	Leases	Leases(1)		Value(1)	Value(1)
			%	$		%
Total:			%	$		%

Based on a Securitization Rate of [ ]%.
(1)	Balances and percentages may not add to total due to rounding.

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Distribution of the Leases by Maturity

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

					Percentage of			Percentage of
		Percentage of			Aggregate			Aggregate
	Number of	Total Number of		Securitization	Securitization			Base
Quarters	Leases	Leases(1)		Value(1)	Value(1)		Base Residual(1)	Residual(1)
			%	$		%	$		%
Total			%	$		%	$		%

Based on a Securitization Rate of [ ]%.

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

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Distribution of the Leases by State

     The distribution of the Leases by state of registration was as follows:

					Percentage of
		Percentage of			Aggregate
	Number of	Total Number of		Securitization	Securitization
State of Registration	Leases(1)	Leases(1)(2)		Value(2)(3)	Value(1)
Alabama			%	$		%
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Total:			%	$		%

Based on a Securitization Rate of [ ]%.

⁽¹⁾ Determined as of the date of original registration of the Leased Vehicle.

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

⁽³⁾ Determined as of the Cutoff Date.

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[No state other than [         ] and [         ] accounts for 10% or more of the cutoff date Securitization Value of the Leases and related Leased Vehicles. Adverse economic conditions in any of these states may have a disproportionate impact on the performance of the Leases and the Leased Vehicles. See “Risk Factors — The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets.”] [Insert a description of any economic or other factors specific to any state or region where 10% or more of the Cutoff Date Securitization Value of the Leases and Leased Vehicles are located and how such factors may materially impact the pool of Leases.]

MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

     Information regarding maturity and prepayment considerations with respect to the Notes is set forth under “Weighted Average Life of the Notes” in this prospectus supplement and “Risk Factors — You may experience reduced returns on your investment resulting from prepayments on the leases, reallocation of the leases and the leased vehicles from the SUBI or early termination of the trust” in the accompanying prospectus. No principal payments will be made on the Class A-2 Notes until the Class A-1 Notes have been paid in full. No principal payments will be made on the Class A-3 Notes until the Class A-1 Notes and the Class A-2 Notes have been paid in full, and no principal payments will be made on the Class A-4a Notes or the Class A-4b Notes until the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full.] However, upon the acceleration of the Notes following an Indenture Default, after the interest on and principal of the Class A-1 Notes have been paid in full, the principal of the Class A-2 Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes will be paid on a pro rata basis (i) with respect to interest, based on the respective aggregate amounts of interest due to those classes of Notes and (ii) with respect to principal, based on the respective outstanding principal balances of those classes of Notes, until the outstanding principal balances of those classes of Notes have been paid in full. In addition, upon the acceleration of the Notes following an event of default, no principal payments will be made on the Certificates until all of the Notes have been paid in full. See “Description of the Notes -Principal” in this prospectus supplement.

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

PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

     Set forth below is information concerning NMAC’s experience with respect to its securitized portfolios of leases and the related leased vehicles. The information presented under “Prepayments, Delinquencies, Repossessions and Net Losses,” to the extent such information relates to NMAC’s experience with its securitized portfolios of leases established prior to January 1, 2006, is not deemed to be part of this prospectus supplement, the accompanying prospectus or the registration statement.

Characteristics of the Leases

     The leases allocated to the SUBI in each of NMAC’s securitized portfolios consisted of leases originated by a Dealer in such Dealer’s ordinary course of business and assigned to the Titling Trust on or prior to the applicable cutoff date, in accordance with the underwriting procedures described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures” in the prospectus. As of the relevant cutoff date, the leases in the securitized portfolios consisted of the following characteristics:

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Lease Securitization 2001-A

Original Pool Characteristics
as of Cutoff Date

Number of Leases	72,994
Original Book Value1	1,383,205,578.80
Original Securitization Value	1,317,429,440.21
Base Residual	922,872,292.15
Discount Rate	7.00
Weighted Average Original Term (Months)	37.02	%
Weighted Average Remaining Term (Months)	21.79
Seasoning (Months)2	15.22
Reserve Fund Amount	46,110,030.41
Range of FICO Scores	900-559
Cutoff Date	9-30-01
Weighted Average FICO Score	724

			Number of				Weighted Average
FICO Score Tier	Range		Leases		Securitization Value		FICO Score
Tier 1		700+		48,562		871,889,670.16		769.35
Tier 2		699-660		10,592		191,399,327.24		680.29
Tier 3		659-620		6,375		116,170,648.28		640.66
Tier 4	619 - below			7,465		137,969,794.53		570.98
				72,994		1,317,429,440.21		724.29

Base Residual as a % of Securitization Value
As of the Cutoff Date	70.05	%
Base Residual as a % of MSRP	N/A

	Average		Minimum		Maximum
Securitization Value	$	18,048.46	$	6,370.37	$	38,107.81
Base Residual	$	12,643.13		4,543.36	$	24,328.32
Seasoning (Months)		15.22		6		30
Remaining Term (Months)		21.79		12		42
Original Term (Months)		37.02		24		48

1	Original book value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.
2	Seasoning refers to the number of months elapsed since origination of the leases.

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Lease Securitization 2002-A

Original Pool Characteristics
as of Cutoff Date

Number of Leases	62,903
Original Book Value1	1,309,442,189.29
Original Securitization Value	1,263,271,652.82
Base Residual	728,041,122.76
Discount Rate	6.25	%
Weighted Average Original Term (Months)	41.05
Weighted Average Remaining Term	31.61
Seasoning (Months)2	9.44
Reserve Fund Amount	44,214,507.85
Range of FICO Scores	900-560
Cutoff Date	9-30-02
Weighted Average FICO Score	717

			Number of				Weighted Average
FICO Score Tier	Range		Leases		Securitization Value		FICO Score
Tier 1		700+		39,512		787,009,918.59		769.74
Tier 2		699-660		12,315		254,129,926.87		679.55
Tier 3		659-620		10,228		205,019,442.78		637.76
Tier 4	619 – below			848		17,112,364.58		593.67
				62,903		1,263,271,652.82		717.00

Base Residual as a % of Securitization Value
As of the Cutoff Date	57.63	%
Base Residual as a % of MSRP	N/A

	Average		Minimum		Maximum
Securitization Value	$	20,082.85	$	7,381.71	$	38,967.63
Base Residual	$	11,574.03	$	3,501.30	$	21,746.07
Seasoning (Months)		9.44		1		34
Remaining Term (Months)		31.61		12		47
Original Term (Months)		41.05		24		48

1	Original book value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.
2	Seasoning refers to the number of months elapsed since origination of the leases.

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Lease Securitization 2003-A

Original Pool Characteristics
as of Cutoff Date

Number of Leases	65,060
Original Book Value1	1,462,136,599.34
Original Securitization Value	1,425,005,313.53
Base Residual	794,418,197.12
Discount Rate	5.10	%
Weighted Average Original Term (Months)	43.46
Weighted Average Remaining Term (Months)	32.81
Seasoning (Months)2	10.65
Reserve Fund Amount	49,875,185.97
Range of FICO Scores	900-551
Cutoff Date	8-31-03
Weighted Average FICO Score	720

			Number of				Weighted Average
FICO Score Tier	Range		Leases		Securitization Value		FICO Score
Tier 1		700+		39,764		861,521,620.65		765.30
Tier 2		699-660		9,641		221,064,899.83		679.80
Tier 3		659-620		11,659		261,156,911.46		640.00
Tier 4	619 – below			3,996		81,261,881.59		606.20
				65,060		1,425,005,313.53		720.00

Base Residual as a % of Securitization Value
As of the Cutoff Date	55.75%
Base Residual as a % of MSRP	44.96%

	Average		Minimum		Maximum
Securitization Value	$	21,902.94	$	5,822.22	$	46,907.97
Base Residual	$	12,210.55	$	852.65	$	22,457.17
Seasoning (Months)		10.65		1		42
Remaining Term (Months)		32.81		3		58
Original Term (Months)		43.46		24		60

1	Original book value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.
2	Seasoning refers to the number of months elapsed since origination of the leases.

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Lease Securitization 2004-A

Original Pool Characteristics
as of Cutoff Date

Number of Leases	70,936
Original Book Value1	1,714,498,739.45
Original Securitization Value	1,680,098,819.60
Base Residual	937,810,006.51
Discount Rate	4.50	%
Weighted Average Original Term (Months)	42.35
Weighted Average Remaining Term (Months)	33.69
Seasoning (Months)2	8.66
Reserve Fund Amount	50,402,964.59
Range of FICO Scores	900-563
Cutoff Date	9-30-04
Weighted Average FICO Score	720

			Number of				Weighted Average
FICO Score Tier	Range		Leases		Securitization Value		FICO Score
Tier 1		700+		41,781		965,911,354.46		768.10
Tier 2		699-660		14,136		338,796,687.30		679.40
Tier 3		659-620		12,271		306,658,547.92		640.40
Tier 4	619 - below			2,748		68,732,229.92		610.20
				70,936		1,680,098,819.60		720.00

Base Residual as a % of Securitization Value
As of the Cutoff Date	55.82	%
Base Residual as a % of MSRP	46.81	%

	Average		Minimum		Maximum
Securitization Value	$	23,684.71	$	7,212.66	$	51,922.22
Base Residual	$	13,220.51	$	3,555.00	$	26,564.00
Seasoning (Months)		8.66		1		45
Remaining Term (Months)		33.69		3		58
Original Term (Months)		42.35		19		60

1	Original book value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.
2	Seasoning refers to the number of months elapsed since origination of the leases.

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Lease Securitization 2005-A

Original Pool Characteristics
as of Cutoff Date

Number of Leases	68,257
Original Book Value1	1,698,657,476.87
Original Securitization Value	1,550,442,391.02
Base Residual	941,165,061.74
Discount Rate Weighted Average Original Term (Months)	8.15 43.02	%
Weighted Average Remaining Term (Months)	31.98
Seasoning (Months)2	11.04
Reserve Fund Amount	46,513,271.72
Range of FICO Scores	900-600
Cutoff Date	9-30-05
Weighted Average FICO Score	730.49

			Number of				Weighted Average
FICO Score Tier	Range		Leases		Securitization Value		FICO Score
Tier 1		700+		38,957		907,113,214.87		783.91
Tier 2		699-660		14,139		297,762,358.52		679.09
Tier 3		659-620		12,253		277,866,049.35		640.44
Tier 4	619 - below			2,908		67,700,768.27		610.29
				68,257		1,550,442,391.02		730.49

Base Residual as a % of Securitization Value
As of the Cutoff Date	60.70	%
Base Residual as a % of MSRP	47.37	%

	Average		Minimum		Maximum
Securitization Value	$	22,714.77	$	6,335.92	$	47,671.20
Base Residual	$	13,788.55	$	2,820.32	$	30,096.00
Seasoning (Months)		11.04		2		49
Remaining Term (Months)		31.98		5		58
Original Term (Months)		43.02		24		60

Distribution of the Leases by Original Lease Term

Offering type
Transaction	Public			Public			Public			144A			144A
Original Lease Term	2005-A			2004-A			2003-A			2002-A			2001-A
24-30 months		4.00	%		1.28	%		0.79	%		0.74	%		0.52	%
31-36 months		19.43	%		6.05	%		7.82	%		31.69	%		89.93	%
37-42 months		41.44	%		56.75	%		53.57	%		34.14	%		0.88	%
43-48 months		21.22	%		33.01	%		26.79	%		33.43	%		8.67	%
49-60 months		13.91	%		2.88	%		11.02	%		0.00	%		0.00	%

1	Original book value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.
2	Seasoning refers to the number of months elapsed since origination of the leases.

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     The information of the original lease term relating to the Series 2000-A transaction cannot be provided because NMAC believes that unreasonable effort or expenses would be involved in attempting to obtain such information.

Distribution of the Leased Vehicles by Top 5 Models

Offering type
Transaction	Public			Public			Public			144A			144A			144A
Top 5 Models	2005-A			2004-A			2003-A			2002-A			2001-A			2000-A
Maxima		11.78	%		17.54	%		16.37	%		24.70	%		28.00	%		33.81	%
Altima		23.25	%		28.23	%		26.53	%		26.66	%		23.93	%		28.19	%
Pathfinder		12.44	%		16.60	%		29.62	%		23.60	%		27.04	%		28.06	%
Murano		10.06	%		10.85	%		7.75	%
Xterra								7.51	%		11.61	%		10.31	%		2.74	%
Quest					7.93	%											4.94	%
Sentra											6.67	%
G35		12.44	%

States with More than 10% of the Securitization Value of the Leases and Related Leased Vehicles

Offering type	Public			Public			Public			144A			144A			144A
Transaction	2005-A			2004-A			2003-A			2002-A			2001-A			2000-A
States
New York		15.73	%		18.49	%		19.21	%		20.12	%		19.06	%		18.97	%
New Jersey		11.34	%		13.11	%		12.82	%		12.54	%		10.32	%		11.11	%
California		12.52	%		10.41	%

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Prepayment Information

     Set forth below is prepayment information relating to NMAC’s securitized portfolios of leases for the past five years. The following tables include both pool factors based on prepayment assumptions and actual pool factors to allow a comparison of the effect of actual prepayments against the assumptions used to generate the declining balance tables setting forth the principal balances of the notes using certain prepayment assumptions.

LEASE SECURITIZATION 2000-A

Pool Factor Based on Prepayment Assumptions versus Actual Pool Factor^{(1) (2)}

1)	Prepayment assumption based on 50% prepayment speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.
2)	For more information regarding calculation of Pool Factor, you should refer to “Pool Factors and Trading Information” in this prospectus.

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LEASE SECURITIZATION 2001-A

Pool Factor Based on Prepayment Assumptions versus Actual Pool Factor⁽¹⁾⁽²⁾

1)	Prepayment assumption based on 50% prepayment speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.
2)	For more information regarding calculation of Pool Factor, you should refer to “Pool Factors and Trading Information” in this prospectus.

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LEASE SECURITIZATION 2002-A

Pool Factor Based on Prepayment Assumptions versus Actual Pool Factor ⁽¹⁾⁽²⁾

1)	Prepayment assumption based on 50% prepayment speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.
2)	For more information regarding calculation of Pool Factor, you should refer to “Pool Factors and Trading Information” in this prospectus.

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LEASE SECURITIZATION 2003-A

Pool Factor Based on Prepayment Assumptions versus Actual Pool Factor ⁽¹⁾⁽²⁾

1)	Prepayment assumption based on 50% prepayment speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.
2)	For more information regarding calculation of Pool Factor, you should refer to “Pool Factors and Trading Information” in this prospectus.

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LEASE SECURITIZATION 2004-A

Pool Factor Based on Prepayment Assumptions versus Actual Pool Factor ⁽¹⁾⁽²⁾

1)	Prepayment assumption based on 50% prepayment speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.
2)	For more information regarding calculation of Pool Factor, you should refer to “Pool Factors and Trading Information” in this prospectus.

Delinquency and Credit Loss Information

     Set forth below is delinquency and credit loss information relating to NMAC’s securitized portfolios of new Nissan and Infiniti leases for the past five years, which include leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC. The dollar amounts of the leases outstanding is NMAC’s book value. NMAC believes credit losses are an expected cost in the business of extending credit and do not affect NMAC’s rate-setting process for lease transactions.

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60+ Days Delinquency as a Percentage of Outstanding Aggregate Securitization Value

(1)	A lease is considered delinquent if more than 5% of the payment amount is past due.
(2)	Percentages are calculated based on outstanding securitization value of the delinquent leases, divided by outstanding aggregate securitization value of all leases.

     NMAC establishes an allowance for expected credit losses and deducts amounts reflecting losses against such allowance. For credit loss terminations, NMAC charges the account balance related to a lease against the allowance for credit losses upon the related vehicle’s sale date. For losses related to uncollected end of term charges such as charges for excess mileage or excess wear and tear (“Excess Mileage and Excess Wear and Tear Charges”) on early, full and over termination leases, NMAC charges the account balance to the related allowance 120 days after the initial customer billing statement is produced. NMAC credits any recoveries from charge-offs related to a lease to the allowance. For more information regarding the Excess Mileage and Excess Wear and Tear Charges and other charges that may be payable by the related lessee upon termination of the Lease, you should refer to “Nissan Motor Acceptance Corporation – Lease Vehicle Maintenance” and “– Early Termination” in the prospectus.

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

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

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

42

Cumulative Net Credit Losses as a Percentage of Original Aggregate Securitization Value⁽¹⁾

(1) Net losses are calculated based on gross losses, less the amount of recoveries received for each repossessed or charged-off vehicle.

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Residual Value Loss Experience

     Set forth below is information concerning residual value loss experience for the leased vehicles in each of NMAC’s securitized portfolios of leases for the past five years. Residual value losses include all terminations other than terminations resulting from credit losses.

Cumulative Residual Value Losses as a Percentage of Original Aggregate
Securitization Value (1)

(1) Residual value losses exclude repossessed vehicles, vehicles held in inventory and NMAC Residual Percentage of less than 10% and greater than 95% and include Lessee Initiated Early Terminations. NMAC Residual Percentage is calculated based on the initial ALG.

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Turn-in Rates

     Set forth below is information concerning turn-in rates for the leased vehicles in each of NMAC’s securitized portfolios of leases for the past five years. The turn-in rates represent the percentage of leased vehicles returned to NMAC upon the expiration of the lease terms or the early termination of such lease terms. A lower turn-in rate means a higher percentage of the lease vehicles were purchased by the lessees at the end of the lease terms or upon early termination of such lease terms.

Turn-in Rates (January 2000 through September 2005)
Nissan Only

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Turn-in Rates (January 2000 through September 2005)
Inifiniti Only

WEIGHTED AVERAGE LIFE OF THE NOTES

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

     Prepayments on motor vehicle leases may be measured by a prepayment standard or model. The prepayment model used in this prospectus supplement is expressed in terms of percentages of “ABS,” which means a prepayment model that assumes a constant percentage of the original number of leases in the pool prepay each month. The base prepayment assumption (the “100% Prepayment Assumption”) assumes that the original principal balance of the leases will prepay as follows:

(1)	In month one, prepayments will occur at [     ]% ABS and increase by [     ]% ABS each month until reaching [     ]% ABS in the 30th month of the life of the lease.
(2)	In month 31, prepayments increase to [     ]% ABS and remain at that level until the 36th month of the life of the lease.
(3)	In month 37, prepayments decrease to [     ]% ABS and remain at that level until the original outstanding principal balance of the contract has been paid in full.

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

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

• as of the Cutoff Date, [     ] months have elapsed since the inception of the Leases,

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

• no Repurchase Payment [or Reallocation Payment] is made in respect of any Lease,

• there are no losses in respect of the Leases,

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

• the servicing fee is [1.00%] per annum,

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

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

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

• the Closing Date is [     ,     ].

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

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

Percentage of Class A-1 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	0%		25%		50%		75%		100%
Closing Date		100.00		100.00		100.00		100.00		100.00
Weighted Average Life To Maturity (years)(1)

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

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Percentage of Class A-2 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	0%		25%		50%		75%		100%
Closing Date		100.00		100.00		100.00		100.00		100.00
Weighted Average Life To Maturity (years)(1)

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

Percentage of Class A-3 Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	0%		25%		50%		75%		100%
Closing Date		100.00		100.00		100.00		100.00		100.00
Weighted Average Life To Maturity (years)(1)

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

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Percentage of Class A-4a and A-4b Note Balance Outstanding to Maturity

	Prepayment Assumption
Payment Date	0%		25%		50%		75%		100%
Closing Date		100.00		100.00		100.00		100.00		100.00
Weighted Average Life To Maturity (years)(1)

(1) The weighted average life of the Class A-4a Notes and the Class A-4b Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

NOTE FACTORS, AND TRADING INFORMATION

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

     On each Payment Date, the Indenture Trustee, pursuant to the Indenture, and the Owner Trustee, pursuant to the Trust Agreement, will provide to all registered holders of Notes and the Certificates, respectively (which, in the case of the Notes, will be Cede & Co. (“Cede”) as the nominee of the Depository Trust Company (“DTC”) unless Definitive Notes are issued under the limited circumstances described under “Additional Information Regarding the Notes – Definitive Notes” in the prospectus), unaudited reports concerning payments received on or in respect of the Leases and the Leased Vehicles, the Note Factor for each class of Notes and various other items of information. Note Owners may obtain copies of such reports upon a request in writing to the Indenture Trustee at its corporate trust office. In addition, Note Owners and the Certificateholder will be furnished information for tax reporting purposes during each calendar year, not later than the latest date permitted by law. For further details concerning information furnished to Noteholders and Note Owners and the Certificateholder, the Servicer’s compliance statement, the Servicer’s assessment report and the annual attestation report prepared by the independent certified public accounts as to the Servicer’s assessment report, you should refer to “Additional Information Regarding the Securities — Statements to Securityholders” and “— Payment Date Certificate” in this prospectus supplement and “Additional Information Regarding the Notes — Book-Entry Registration” and “– Definitive Notes”, “Description of the Servicing Agreement — Evidence as to Compliance” and “Description of the Indenture – Reports and Documents by Indenture Trustee to Noteholders” in the accompanying prospectus.

THE DEPOSITOR

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

NISSAN MOTOR ACCEPTANCE CORPORATION

Financing

     NMAC offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) approximately [1,235] Nissan and Infiniti dealers in the United States. [During its fiscal year ended [     ,     ], approximately [     ]% of NMAC’s total revenues came from retail lease financing, [     ]% from retail loans and [     ]% from wholesale financing.]

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     The following chart provides, [respectively,] [market penetration information regarding Nissan and Infiniti vehicles leased in the United States] [and] [NMAC’s total revenues from leasing] for the fiscal years ended March 31, 2001, 2002, 2003, 2004, 2005 [and the [ ] months ended [         , 200[ ]].

Overview of NMAC Lease Financing Operations

	[ ] Months
	Ended [
	, 200[ ]	Years Ended March 31,
		2005	2004		2003		2002		2001
Number of lease vehicle contracts purchased by NMAC :				108,119		99,314		75,745
Leasing Revenues(1) :			$	1,249,369	$	1,185,325	$	1,095,166	$	1,068,160

⁽¹⁾ Dollars in thousands.

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

Securitization

     General

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

     NMAC’s portfolio of securitized assets has grown at an average rate of [ ]% for each of the last five years. For the fiscal years ended March 31, 2001, 2002, 2003, 2004 and 2005, NMAC securitized approximately $[       ], $4.9 billion, $5.3 billion, $6.6 billion and $[       ] respectively, through ABS debt offerings. NMAC has [never] defaulted in its [payment] obligations under its ABS [public] offerings[, and none of the ABS securities have defaulted, or otherwise been accelerated due to the occurrence of an early amortization or other performance triggering event.

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

     Lease Securitization

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

     NMAC is the servicer for all of the loans and leases that it finances. Although NMAC may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable financing documents), NMAC generally expects to service the loans and leases sold in an ABS transaction for the life of that transaction. For more information regarding the circumstances under which NMAC may be replaced or removed as servicer of the Leases and the Leased Vehicles, you should refer to “Description of the Servicing Agreement” in the prospectus. If the servicing of any Leases and

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the Leased Vehicles were to be transferred from NMAC to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although NMAC expects that any increase in any such delinquencies to be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the Leases and the Leased Vehicles as a result of any servicing transfer. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party providers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in the prospectus.

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

Determination of Residual Values

     The value of the Notes being issued is based on the aggregate Securitization Value of the Leases and the related Leased Vehicles. The ALG Residual and the MRM Residual are residual value calculations produced by ALG, an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. The “MRM Residual” is the expected value of the related Leased Vehicle at the scheduled termination of the lease date calculated by using a residual value estimate produced by ALG based on the “Maximum Residualized 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 NMAC understands add little or no value to the resale price of the vehicle. This calculation has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the residual value of such vehicle. The “ALG Residual” is the expected value of the related Leased Vehicle at the scheduled termination of the lease is calculated by using a residual value estimate produced by ALG [on ___] [as a “mark-to-market” value] (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the total MSRP of the base vehicle and all NMAC authorized options, without making a distinction between value adding options and non-value adding options.

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

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

Servicing

     General

     NMAC is the servicer for all of the loans and leases that it finances. As the servicer, NMAC generally handles all collections, administers defaults and delinquencies and otherwise services the loans, the leases and the related vehicles.

     NMAC started servicing auto retail loans shortly after it began operations in February 1982. In connection with the launch of its lease financing business in [       ], NMAC began servicing Nissan leases and the related lease vehicles. [ ] years later, NMAC expanded its servicing portfolio to include loans to dealers. In addition, NMAC also services loans and leases financed by third parties, including [       ].

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

     Servicer Advances

     The Servicer is required to advance to the Issuing Entity any Monthly Payment Advance or Sales Proceeds Advance for the related Collection Period. See “Description of the Servicing Agreement — Advances” in the prospectus. In addition, as servicer for its retail securitization program, NMAC is required to make advances if payment on selected retail loans has not been received in full by the end of the month in which it is due. The chart below shows the amounts advanced by NMAC relative to the total amount of collections received by NMAC on its prior lease securitized portfolios.

Advances as a Percentage of Total Collections

     Delinquencies, Repossessions and Net Losses

     For a discussion of NMAC’s delinquency and loss experience with respect to its portfolio of Nissan leases, including leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC, you should refer to “Prepayments, Delinquencies, Repossession and Net Losses” in this prospectus supplement. For a description of the roles and responsibilities of the Servicer, see “The Servicing Agreement” of the accompanying prospectus.

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     None of the ABS transactions involving NMAC as servicer has defaulted or experienced an early amortization or other performance triggering event. For a general description of NMAC’s responsibilities as servicer of retail loans and dealer loans, you should refer to “Nissan Motor Acceptance Corporation — NMAC Responsibilities in Securitization Program” in the prospectus. For more information regarding NMAC’s servicing obligations with respect to the Leases and the related Leased Vehicles, you should refer to “Description of the Servicing Agreement” in the prospectus. NMAC believes that it has materially complied with its servicing obligations with respect to each ABS transaction involving NMAC as servicer.

Financial Condition of Nissan Motor Co., Ltd.

     NMAC is an indirect wholly-owned subsidiary of Nissan. Although Nissan is not guaranteeing the Issuing Entity’s obligations under the Notes or the Certificates, Nissan’s financial condition may affect (i) NMAC’s ability to service the Leases and (ii) the residual value that may be realized by NMAC upon a sale of a Leased Vehicle. See “Risk Factor — Adverse events with respect to Nissan Motor Acceptance Corporation or its affiliates may affect the timing of payments on your notes or have other adverse effects on your notes” in the prospectus.

     NMAC is an indirect wholly-owned subsidiary of Nissan Motor Co., Ltd. (“Nissan”). Although Nissan is not guaranteeing the Issuing Entity’s obligations under the Notes, Nissan’s financial condition may affect NMAC’s ability to service the Leases and the related Leased Vehicles. [For the fiscal year ended March 31, 2005, Nissan reported consolidated net income of 512.3 billion yen (US $4.76 billion) up 1.7% for the fiscal year ended March 31, 2005. Consolidated operating profit totaled a record 861.2 billion yen (US $8.0 billion), up 4.4% compared with a year earlier. The operating margin was 10.0% a decline of 1.1% due to foreign exchange risk and higher purchasing costs.]

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

DESCRIPTION OF THE NOTES

General

     The Notes will be issued under the Indenture, a form of which has been filed as an exhibit to the Registration Statement. A copy of the final signed Indenture, together with the other Basic Documents, will be filed with the SEC [and the Luxembourg and Hong Kong Stock Exchanges] following the issuance of the Securities. The summaries of the material provisions of the Basic Documents and the summaries of material provisions included under “The SUBI,” “The Titling Trust,” “The Leases — Characteristics of the Leases,” “— General” and “— Representations, Warranties and Covenants” and “Security for the Notes” in this prospectus supplement and the accompanying prospectus, as applicable, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the provisions of those documents. Where particular provisions of, or terms used in, a Basic Document are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of those summaries.

     The Notes will be issued in minimum denominations of [$100,000] [$25,000] and integral multiples of $1,000 in excess thereof in book-entry form. The Notes initially will be registered in the name of Cede & Co., the nominee of DTC. No investor acquiring an interest in the Notes, as reflected on the books of the clearing agency, or a person maintaining an account with such clearing agency (a “Note Owner”) will be entitled to receive a certificate representing that owner’s Note, except as set forth below. Unless and until Notes are issued in fully registered certificated form (the “Definitive Notes”) under the limited circumstances described in “Additional Information Regarding the Notes — Definitive Notes” in the prospectus, all references herein to distributions, notices, reports and statements to Noteholders will refer to the same actions made with respect to DTC or Cede & Co., as the case may be, for the benefit of Note Owners in accordance with DTC procedures. See “Additional Information Regarding the Notes — Book-Entry Registration” and “— Definitive Notes” in the prospectus.

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

Interest

     [The [Class A- [ ]] Notes will constitute Fixed Rate Notes, as that term is defined under “Additional Information Regarding the Notes — Fixed Rate Notes” in the accompanying prospectus. [The [Class A-[ ]] Notes will constitute Floating Rate Notes, as such term is defined under “Additional Information Regarding the Notes — Floating Rate Notes” in the accompanying prospectus.] Interest on the unpaid principal amount of each class of Notes will be generally paid in monthly installments on the 15th day of each month, or

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

     Interest payments to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes [and termination payments payable to the Swap Counterparty under the Swap Agreement] will have the same priority unless the Notes are accelerated following the occurrence of an Indenture Default, in which case, interest payments will be made first to the Class A-1 Notes and then ratably to the Class A-2 Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes. Under some circumstances, the amount available for interest payments could be less than the amount of interest payable on the Notes on any Payment Date, in which case the holders of the Notes will receive, on a pro rata basis, the aggregate amount available to be distributed in respect of interest on the Notes.

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

• for the Class A-1 Notes, [ ]% or LIBOR + [ ]% per annum,

• for the Class A-2 Notes, [ ]% or LIBOR + [ ]% per annum,

• for the Class A-3 Notes, [ ]% or LIBOR + [ ]% per annum,

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

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

     Interest on the Class A-[ ] Notes and the Class A-[ ] Notes will be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-[ ] Notes, the Class A-[ ] Notes and the Class A-[ ] Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

     The Certificates will be subordinated to the [Class A-1] Notes so that, if other sources available to make payments of principal and interest on the [Class A-1] Notes are insufficient, amounts that otherwise would be paid to the Certificates generally will be available for that purpose, as more fully described under “Description of the Notes — Principal” and “Additional Information Regarding the Securities — Deposits to the Distribution Accounts; Priority of Payments” in this prospectus supplement.

     [Calculation of Floating Rate Interest]

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

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

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

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

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

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

     [Interest Rate Cap Agreement]

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

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

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

• a fraction, the numerator of which is the actual number of days elapsed from and including the previous Payment Date, to but excluding the current Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding the first Payment Date, and the denominator of which is [360][365].]

     For more information regarding the interest rate cap agreement, you should refer to “Description of the Interest Rate Cap Agreement” in this prospectus supplement.]

     [Interest Rate Swap Agreement]

     [In order to issue the Class A-[ ] Notes bearing interest at floating rates, the Issuing Entity has entered into an interest rate swap agreement with [            ], as swap counterparty (the “Swap Counterparty”). Pursuant to the interest rate swap agreement, the Issuing Entity will receive payments at a rate determined by reference to LIBOR, which is the basis for determining the amount of interest due on the Class A-[ ] Notes. Under the interest rate swap agreement, on each Payment Date, (1) the Issuing Entity will be obligated to pay to the Swap Counterparty an amount equal to interest on a notional amount equal to [the aggregate outstanding principal balance of the Class A-[ ] Notes at the notional fixed rate of [ ]%] and (2) the Swap Counterparty will be obligated to pay to the Issuing Entity [a floating interest rate of LIBOR plus [       ]% on a notional amount equal to the aggregate outstanding principal balance of the Class A-[ ] Notes].

     [For more information regarding the interest rate swap agreement, you should refer to “Description of the Interest Rate Swap Agreement” in this prospectus supplement.]

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

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

• Amounts on deposit in the Reserve Account.

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Principal

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

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

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

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

     On each Payment Date, unless the maturity of the Notes has been accelerated following an Indenture Default, principal payments shall be made sequentially so that no principal will be paid on any class of Notes until each class of Notes with a lower numerical designation has been paid in full. Thus, no principal will be paid on the Class A-2 Notes until the principal on the Class A-1 Notes has been paid in full, no principal will be paid on the Class A-3 Notes until the principal on the Class A-2 Notes has been paid in full and no principal will be paid on the Class A-4 until the principal on the Class A-3 Notes has been paid in full. Any remaining principal payment will then be paid to the Certificates until they have been paid in full.

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

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

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

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

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

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

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

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

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

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

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

• for the Class A-[1] Notes, [       , ],

• for the Class A-[2] Notes, [       , ],

• for the Class A-[3] Notes, [       , ],

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

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

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

Optional Purchase

     [The Notes may be redeemed in whole, but not in part, on any Payment Date when an Optional Purchase can be exercised. The redemption price will equal the outstanding principal balance of the Notes plus accrued and unpaid interest thereon at the applicable Note Rate through the related Accrual Period. See “Additional Information Regarding the Securities — Optional Purchase.”]

Events of Default

     Events of default under the Indenture (each, an “Indenture Default”) as well as the rights and remedies available to the Indenture Trustee and the Noteholders when an Indenture Default occurs are described under “Description of the Indenture — Indenture Defaults” and “ — Remedies Upon an Indenture Default” in the prospectus.

     If an Indenture Default occurs, the Indenture Trustee or the holders of at least a majority of the aggregate principal amount of the Notes, voting as a single class, may declare the principal of the Notes to be immediately due and payable. If the Notes are accelerated, you may receive principal before the Final Scheduled Payment Date for your notes.

DESCRIPTION OF THE CERTIFICATES

General

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

Principal

     Principal payments will be made to Certificateholder on each Payment Date in the priority and in the amount set forth under “Additional Information Regarding the Securities — Payments on the Securities” in this prospectus supplement. No principal payment will be made on the Certificates until the Notes have been paid in full. See “Description of the Notes — Principal” and “Additional Information Regarding the Securities — Payments on the Securities” in this prospectus supplement.

[DESCRIPTION OF THE INTEREST RATE [CAP][SWAP] AGREEMENT]

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

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[Payments Under the Cap Agreement

     On the Closing Date the Issuing Entity will enter into a [1992] [2002] International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement (such agreement, the “Master Agreement”) with [       ], as cap provider, as modified to reflect the transactions described below (the Master Agreement, as so modified, the “Cap Agreement”). The Cap Agreement will incorporate certain relevant standard definitions in the [2000] ISDA Definitions and the Annex to the [2000] ISDA Definitions published by ISDA. Under the Cap Agreement, if [LIBOR] related to any Payment Date exceeds the Cap Rate, the cap provider will pay to the Issuing Entity an amount equal to the product of:

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

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

• a fraction, the numerator of which is the actual number of days elapsed from and including the previous Payment Date, to but excluding the current Payment Date, or with respect to the first Payment Date, from and including the Closing Date, to but excluding the first Payment Date, and the denominator of which is [360][365].

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

[Description of the Swap Agreement]

     On the Closing Date the Issuing Entity will enter into a [1992] [2002] International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement (such agreement, the “Master Agreement”) with [       ], as swap counterparty, as modified to reflect the transactions described below (the Master Agreement, as so modified, the “Swap Agreement”). The Swap Agreement will incorporate certain relevant standard definitions in the [2000] ISDA Definitions and the Annex to the [2000] ISDA Definitions published by ISDA. Under the Swap Agreement, the Issuing Entity will receive payments at a rate determined by reference to [LIBOR], which is the basis for determining the amount of interest due on the Class A-[ ] Notes. Under the Swap Agreement, on each Payment Date,

• the Issuing Entity will be obligated to pay to the Swap Counterparty an amount equal to interest on a notional amount equal to [the aggregate outstanding principal balance of the Class A-[ ] Notes at the notional fixed rate of [       ]%],

• the Swap Counterparty will be obligated to pay to the Issuing Entity a floating interest rate of [LIBOR] plus [       ]% on a notional amount equal to [the aggregate outstanding principal balance of the Class A-[ ] Notes].

     On each Payment Date, the amount the Issuing Entity is obligated to pay will be netted against the amount the Swap Counterparty is obligated to pay under the Swap Agreement. Only the net amount will be due from the Issuing Entity or the Swap Counterparty, as applicable. Any amounts due to the Swap Counterparty, other than Swap Termination Payments, will be paid prior to payment of interest on the Notes.]

     We estimate the “significance percentage” within the meaning of Item 1115 of Regulation AB, or the maximum probable exposure, made in substantially the same manner as that used in NMAC’s internal risk management process in respect of similar instruments, as a percentage of the aggregate principal balance of the Class A[_] Notes, is less than 10%.

[Description of the [Cap Provider][Swap Counterparty]

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

     [       ], is a [       ] corporation with its principal place of business located at [       ]. [       ]’s senior unsecured debt obligations currently are rated [       ] by Standard & Poor’s and [       ] by Moody’s.

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     [Add disclosure as required under Reg AB 1114(b)(2)(i) if swap counterparty or cap provider provides payment representing 10% to less than 20% of cash flow supporting any offered class.]

     [Add disclosure as required under Reg AB 1114(b)(2)(ii) if swap counterparty or cap provider supports 20% or more of cash flow supporting any offered class.]

[Conditions Precedent

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

[Defaults Under [Cap][Swap] Agreement

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

[Cap][Swap] Termination Events

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

[Early Termination of [Cap][Swap] Agreement

     Upon the occurrence and during the continuance of any [Cap][Swap] Event of Default, the non-defaulting party will have the right to designate an “Early Termination Date” (as defined in the [Cap][Swap] Agreement). On the Early Termination Date, the [Cap][Swap] Agreement will terminate. With respect to [Cap][Swap] Termination Events, an Early Termination Date may be designated by one or both of the parties (as specified in the [Cap][Swap] Agreement with respect to each [Cap][Swap] Termination Event) and will occur only upon notice and, in certain cases, after the party causing the [Cap][Swap] Termination Event has used reasonable efforts to transfer its rights and obligations under such [Cap][Swap] Agreement to a related entity within a limited period after notice has been given of the [Cap][Swap] Termination Event, all as set forth in the [Cap][Swap] Agreement. The occurrence of an Early Termination Date under the [Cap][Swap] Agreement will constitute a “[Cap][Swap] Termination.”

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

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been otherwise cured under the terms of the [Cap][Swap] Agreement, the Indenture Trustee will be required by the terms of the Indenture (as assignee of the rights of the Issuing Entity under the [Cap][Swap] Agreement) to terminate the [Cap][Swap] Agreement.

     Following an Early Termination Date, [the Issuing Entity or] the [Cap Provider][Swap Counterparty] may be liable to make a termination payment to the [other party][the Issuing Entity], in some cases regardless, of which party may have caused such termination (any such payment, a "[Cap][Swap] Termination Payment”). The amount of any [Cap][Swap] Termination Payment due to the Issuing Entity will be available to make payment on the Notes[, and the amount of any Swap Termination Payment due to the Swap Counterparty will be payable out of funds pari passu with payments of interest on the Notes]. The [Cap][Swap] Termination Payment will generally be based on the replacement costs incurred or gains realized in replacing or providing the economic equivalent of the material terms of the interest rate [cap][swap] transactions, together with amounts in respect of obligations that were due but unfulfilled at the time of termination, in accordance with the procedures set forth in the [Cap][Swap] Agreement (assuming, for purposes of such calculation, that all outstanding shortfalls in amounts payable as [Cap][Swap] Payments are due and payable on the first Payment Date that would have occurred after the Early Termination Date). Any [Cap][Swap] Termination Payment could, if interest rates have changed significantly, be substantial.

     With respect to certain [Cap][Swap] Termination Events, the Issuing Entity may, but is not obligated to, obtain a replacement interest rate [cap][swap] agreement on substantially the same terms as the [Cap][Swap] Agreement, provided that, (a) the new [cap provider][swap counterparty] enters into a substantially similar interest rate [cap][swap] agreement to the reasonable satisfaction of the Indenture Trustee (as assignee of the rights of the Issuing Entity under the [Cap][Swap] Agreement) and (b) the ratings assigned to the Notes after such assignment and release will be at least equal to the ratings assigned by Moody’s and Standard & Poor’s to the Notes at the time of such [Cap][Swap] Termination.

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

[Taxation

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

[Modification and Amendment of [Cap][Swap] Agreement

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

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SECURITY FOR THE NOTES

General

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

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

• the Reserve Account and any amounts deposited therein,

• [proceeds of the [Cap][Swap] Agreement and the rights of the Issuing Entity under the [Cap][Swap] Agreement,]

• the rights of the Issuing Entity under the Back-up Security Agreement,

• 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 or credited thereto and all proceeds thereof, and

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

The Accounts

     The SUBI Collection Account

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

     Deposits into the SUBI Collection Account. As more fully described under “Description of the Servicing Agreement — Collections,” “— Monthly Remittance Condition,” and “Nissan Motor Acceptance Corporation — Like Kind Exchange” in the prospectus, the Servicer may reallocate a Leased Vehicle returned to the Servicer at the scheduled end of the related Lease and in connection with an Lessee Initiated Early Termination or a Casualty Termination (each, a “Matured Vehicle”) or a Leased Vehicle returned to, or repossessed by, the Servicer in connection with a Credit Termination (a “Defaulted Vehicle”) from the SUBI to the UTI for purposes of implementing NMAC’s LKE program. In connection with such reallocation, NILT Trust, as UTI Beneficiary, will cause to be deposited into the SUBI Collection Account any Reallocation Payments no later than two Business Days after the reallocation, unless the Monthly Remittance Condition is satisfied. If NMAC is the Servicer and no Servicer default has occurred and is continuing, the “Monthly Remittance Condition” will be satisfied if [(a) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s and “A-1” by Standard & Poor’s (in each case, so long as Moody’s or Standard & Poor’s is a Rating Agency); (b) NMAC maintains a letter of credit or other form of enhancement acceptable to the Rating Agencies to support NMAC’s obligation to deposit collections into the Collection Account; or (c) after the issuance of the Notes, NMAC otherwise satisfies each Rating Agency’s requirements.] If the Monthly Remittance Condition is satisfied, the Servicer will be permitted to retain the Reallocation Payments and all Collections received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. In addition, on each Deposit Date, the following additional amounts, if any, in respect of the related Collection Period and Payment Date will be deposited into the SUBI Collection Account: Advances made by the Servicer and, in the case of an Optional Purchase, the Optional Purchase Price. See “Description of the Servicing Agreement — Collections” in the prospectus.

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

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

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     “Reimbursable Expenses” means, with respect to each Lease or Leased Vehicle allocated to the SUBI, the costs or expenses incurred by the Servicer in a legal proceeding (including a legal proceeding to repossess the Leased Vehicle) to protect or otherwise enforce the interests of the Titling Trust, the Titling Trustee on behalf of the Titling Trust or the holder of the SUBI Certificate in that Lease or Leased Vehicle. All Reimbursable Expenses will be reimbursed to the Servicer out of amounts on deposit in the Collection Account. See “Description of the Servicing Agreement — Realization Upon Liquidated Leases” in the prospectus.

     “Contingent and Excess Liability Insurance” means the insurance maintained by NMAC for the benefit of among others, NMAC, the Titling Trustee, on behalf of the Titling Trust, the UTI Beneficiary, the Depositor and the Issuing Entity, against third party claims that may be raised against the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, with respect to any leased vehicle owned by the Titling Trust. For more information regarding the Contingent and Excess Liability Insurance, you should refer to “Nissan Motor Acceptance Corporation — Insurance on the Leased Vehicles” in the prospectus.

     The Reserve Account

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

     The Reserve Account initially will be funded by the Issuing Entity with a deposit of $[       ], representing approximately [ ]% of the aggregate [Securitization Value of the Leases and the Related Leased Vehicles as of the Cutoff Date][initial principal amount of the Notes], and the amounts on deposit in the Reserve Account will be pledged to the Indenture Trustee. To the extent the amount deposited in the Reserve Account is less than the Reserve Account Requirement, on each Payment Date, monies on deposit in the Reserve Account will be supplemented by the deposit of:

• any Excess Amounts and

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

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

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

     The “Reserve Account Requirement” on any Payment Date will equal $[       ], which represents [ ]% of the aggregate [Securitization Value of the Leases and the related Leased Vehicles as of the Cutoff Date][initial principal amount of the Notes]. The Reserve Account Requirement on each Payment Date may be reduced pursuant to a downward adjustment formula acceptable to the Rating Agencies.

     The Distribution Accounts

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

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

     Maintenance of the Accounts

     The Note Distribution Account and the Reserve Account will be maintained with the Indenture Trustee and the SUBI Collection Account (together with the Note Distribution Account and the SUBI Collection Account, the “Accounts”) will be maintained with the Trust Agent, respectively, so long as either (a) the short-term unsecured debt obligations of the Indenture Trustee or the Trust Agent, as the case may be, are rated in the highest short-term rating category by Standard & Poor’s Rating Services and Moody’s (excluding any “+” signs associated with such rating) or (b) the Indenture Trustee or the Trust Agent, as the case may be, is a depository institution or trust company having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and the related Account is maintained in a segregated trust account of the Indenture Trustee or the Trust Agent, as the case may be (the “Required Deposit Rating”). Each of the Accounts will be segregated trust accounts. If either of the Indenture Trustee or the Trust Agent at any time does not have the Required Deposit Rating, the Servicer shall, with the assistance of the Indenture Trustee or the Trust Agent, as the case may be, as necessary, cause the related Account to be moved to a depository institution or trust company organized under the laws of the United States or any constituent state of the United States that has the Required Deposit Rating. If the Certificate Distribution Account does not at any time have the Required Deposit Rating, the Owner Trustee, or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an affiliate thereof, shall establish a new account meeting such Required Deposit Rating and move any funds.

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

     Permitted Investments

     When funds are deposited in (a) the SUBI Collection Account and (b) the Reserve Account, they will be invested at the direction of the Servicer and the Administrative Agent, respectively, in one or more Permitted Investments maturing no later than the Deposit Date immediately succeeding the date of that investment. Notwithstanding the foregoing, Permitted Investments on which the entity at which the related account is located may mature on the related Deposit Date.

     When funds are deposited in (a) the SUBI Collection Account of the related series of Notes and (b) the Reserve Account of such series of Notes, they will be invested at the direction of the Servicer and the Administrative Agent, respectively, in one or more Permitted Investments maturing no later than the Deposit Date immediately succeeding the date of that investment. Notwithstanding the foregoing, Permitted Investments on which the entity at which the related account is located may mature on the related Deposit Date. “Permitted Investments’’ will be limited to highly rated obligations, instruments or securities that meet the criteria of each Rating Agency from time to time as being consistent with its then-current ratings of the Notes which mature no later than the business day prior to the date on which such funds are required to be available for application pursuant to the Basic Documents. On each Payment Date, all net income or other gain from the investment of funds on deposit in the Reserve Account and the SUBI Collection Account in respect of the related Collection Period will be deposited into the Reserve Account. On each Payment Date, all net income or other gain from the investment of funds on deposit in the Reserve Account and the SUBI Collection Account in respect of the related Collection Period will be deposited into the Reserve Account.

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

ADDITIONAL INFORMATION REGARDING THE SECURITIES

Payments on the Securities

     General

     As more fully described under “The SUBI,” the SUBI Certificate will evidence a beneficial interest in the related SUBI Assets, which are comprised of Leased Vehicles and related Leases having an aggregate Securitization Value as of the Cutoff Date of $[ ]

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(based on a Securitization Rate of [ ]%). On or prior to the [tenth calendar day of each month or, if such day is not a Business Day, the immediately succeeding Business Day] (each, a “Determination Date”), the Servicer will inform the Trustees of, among other things, the amount of (a) collections described in the third paragraph of “Description of the Servicing Agreement — Account” (the “Collections”), (b) Advances to be made by the Servicer, (c) the Servicing Fee payable to the Servicer, in each case with respect to the month immediately preceding the month in which the related Payment Date occurs (each, a “Collection Period”), (d) the Optimal Principal Distributable Amount and (e) based on Available Funds and other amounts available for distribution on the related Payment Date as described below, the amount to be distributed to the Securityholders.

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

     Determination of Available Funds

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

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

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

     Deposits to the Distribution Accounts; Priority of Payments

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

(a)	to the Servicer, the Payment Date Advance Reimbursement,
(b)	to the Servicer, the Servicing Fees, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods,
[(c)	the net amount, if any, to be paid under the Swap Agreement to the Swap Counterparty,]
(d)	to the Note Distribution Account, to pay (x) interest due on the outstanding Notes on that Payment Date (including any overdue interest), (y) [termination payments due under the [Swap] Agreement to the [Swap Counterparty] and (z)] to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable Note Rate,
(e)	[to the Note Distribution Account, (i) the Monthly Principal Distributable Amount, which will be allocated to pay principal first, to the Class A-1 Notes, until they have been paid in full, second, to the Class A-2 Notes, until they have been paid in full, third, to the Class A-3 Notes, until they have been paid in full and fourth, to the [Class A-4a] Notes and the [Class A-4b] Notes pro rata until they have been paid in full, unless the maturity of the Notes has been accelerated following an Indenture Default, or (ii) if the maturity of the Notes has been accelerated following an Indenture Default (unless and until such acceleration has been rescinded), the principal payments (A) first to the Class A-1 Notes and then second, pro rata, to the Class A-2 Notes, the Class A-3 Notes, the [Class A-4a Notes] and the [Class A-4b] Notes until they have been paid in full, then (B) to the Certificate Distribution Account, any remaining amounts to be allocated to pay principal and the Certificates until they have been paid in full.
(f)	while any of the Notes remain outstanding and unless the maturity of the Notes has been accelerated following an Indenture Default, to the Reserve Account, the remaining amounts to the extent necessary to meet the Reserve Amount Requirement (the “Excess Amounts”), and
[(g)	to the Certificate Distribution Account, for the Depositor]

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

     Reserve Account. On each Payment Date, after taking into account amounts available to be distributed to Securityholders from the SUBI Collection Account, the Servicer will allocate the Reserve Account Draw Amount on deposit in the Reserve Account with respect to the related Collection Period and will instruct the Indenture Trustee to make the following deposits and distributions in the following amounts (but not to exceed the Reserve Account Draw Amount) and order of priority:

(a)	to the Note Distribution Account, to pay any remaining interest due on the outstanding Notes on that Payment Date, and, to the extent permitted under applicable law, interest on any overdue interest at the applicable Note Rate and
(b)	to the Note Distribution Account, the remaining Monthly Principal Distributable Amount, which will be allocated to pay principal on the Notes [and to the Certificates] in the amounts and order of priority described under “—Deposits to the Distribution Accounts; Priority of Payments — SUBI Collection Account” above.

     On each Payment Date, if, after giving effect to the distributions set forth above, the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, any such excess shall be released to the Depositor. [In addition, if on any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, is greater than or equal to the balance of the Notes then outstanding, such amount will be used to retire the then outstanding Notes.] Upon any such distributions, the Securityholders will have no further rights in, or claims to such amounts.

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

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

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

Payment Date Certificate

     The Issuing Entity will cause the Servicer to agree to deliver to the Indenture Trustee, the Owner Trustee and each paying agent, if any, on the tenth calendar day of each month or, if the tenth day is not a Business Day, the next succeeding Business Day, a certificate (the “Payment Date Certificate”) including, among other things, the following information with respect to such Payment Date and the related Collection Period and Accrual Period:

(i)	the amount of collections allocable to the SUBI Certificate,
(ii)	the amount of Available Funds,
(iii)	the amount of interest accrued during the related Accrual Period on each class of Notes,
(iv)	the Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class [A-4a] Note Balance and the Class [A-4b] Note Balance, in each case before giving effect to payments on such Payment Date,
(v)	(A) the Reserve Account Requirement, (B) the amount deposited in the Reserve Account, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date,

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(vi)	the amount being distributed to each class of the Noteholders (the “Note Distribution Amount”) and to the Certificateholder (the “Certificate Distribution Amount”),
(vii)	the amount of the Note Distribution Amount allocable to interest on and principal of each class of the Notes and any Principal Carryover Shortfall for each class of the Notes,
(viii)	the amount of any principal paid on, and Principal Carryover Shortfall for, the Certificates,
(ix)	the Note Factor for each class of the Notes after giving effect to the distribution of the Note Distribution Amount,
(x)	the amount of Residual Value Losses and Residual Value Surplus for such Collection Period,
(xi)	the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds,
(xii)	the amount of any Payment Date Advance Reimbursement for such Collection Period,
[(xiii)	the amount of the [Cap][Swap] Payments and the [Cap][Swap] Termination Payments received, if any, by the Issuing Entity from the [Cap Provider][Swap Counterparty] under the [Cap][Swap] Agreement,]
[(xiv)	the amount of the Swap Payments and the Swap Termination Payments, if any, due to the Swap Counterparty under the Swap Agreement,]
(xv)	the Servicing Fee for such Collection Period,
(xvi)	delinquency and loss information for the Collection Period,
(xvii)	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,
(xviii)	any material modifications, extensions or waivers to Lease terms, fees, penalties or payments during the Collection Period,
(xix)	any material breaches of representations, warranties or covenants contained in the Leases,
(xx)	any new issuance of notes or other securities backed by the SUBI Assets,
(xxi)	any material additions, removals or substitutions of SUBI Assets, repurchases of SUBI Assets, and
(xxii)	any material change in the underwriting, origination or acquisition of Leases.

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

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

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

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

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

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

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

     The Indenture Trustee has no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Payment Date Certificate delivered to the Indenture Trustee, and the Indenture Trustee shall be fully protected in relying upon the Payment Date Certificate.

Statements to Securityholders

     On each Payment Date, the Indenture Trustee will include with each distribution to each Noteholder of record, as of the close of business on the related Deposit Date (which shall be Cede as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described in “Additional Information Regarding the Notes — Definitive Notes” in the prospectus) and each Rating Agency, an unaudited report (which may or may not be based on the Payment Date Certificate prepared by the Servicer), setting forth with respect to such Payment Date or the related Deposit Date or Collection Period, as the case may be, among other things, the items listed under clauses (i) through (xiv) in the first paragraph of “— Payment Date Certificate” above.

     Copies of such statements may be obtained by the Noteholders or Note Owners by a request in writing addressed to the Indenture Trustee. In addition, within the prescribed period of time for tax reporting purposes after the end of each calendar year, the Indenture Trustee (during the term of the Indenture) will mail to each person who at any time during such calendar year was a Noteholder a statement containing such information as is reasonably necessary to permit the Noteholder to prepare its state and federal income taxes.

Optional Purchase

     [In order to avoid excessive administrative expenses, the Servicer will be permitted at its option to purchase the 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 [the current Securitization Value of the Leases] is less than or equal to [5]% of the Securitization Value of the Leases as of the Cut-Off Date or (b) the principal amount of the Notes has been reduced to zero. The exercise of that option by the Servicer is referred to in this prospectus supplement as an “Optional Purchase.” The purchase price for the SUBI Certificate (the “Optional Purchase Price”) will equal the aggregate Securitization Value of the SUBI Assets (including Leases of Defaulted Vehicles) plus the appraised value of any other property (other than cash, in which case such value shall be the amount of such funds held in cash) held as part of the Issuing Entity’s Estate (less liquidation expenses); provided, however, that such price will be at least equal to the sum of the Note Balance plus accrued and unpaid interest on the Notes, the Servicing Fee (including any unpaid Servicing Fees for prior Collections Periods), and unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances. In connection with an Optional Purchase, the outstanding Notes, if any, will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price. The “Redemption Price” for the Notes will equal the aggregate outstanding Note Balance, plus accrued and unpaid interest thereon at the related Note Rates (including, to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Payment Date fixed for redemption. The Owner Trustee and the Indenture Trustee (to the extent the Notes are still outstanding), will give written notice of redemption to each Securityholder. On the Payment Date fixed for redemption, the Notes will be due and payable at the Redemption Price, and no interest will accrue on the Notes after such Payment Date. If the SUBI Certificate is held by the UTI Beneficiary after the exercise by the Servicer of the Optional Purchase, the SUBI Assets may be reallocated to the UTI at the discretion of the UTI Beneficiary.]

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

Advances

     On each Deposit Date, the Servicer will be obligated to make, by deposit into the SUBI Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of certain Leased Vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of Leases relating to certain Matured Vehicles. As used in this prospectus Supplement, an “Advance” refers to either a Monthly Payment Advance or a Sales Proceeds Advance. The Servicer will be required to make an Advance only to the extent

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that it determines that such Advance will be recoverable from future payments or collections on the related Lease or Leased Vehicle or otherwise. In making Advances, the Servicer will assist in maintaining a regular flow of scheduled payments on the Leases and, accordingly, in respect of the Securities, rather than guarantee or insure against losses. Accordingly, all Advances will be reimbursable to the Servicer, without interest, as described in this prospectus.

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

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

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

     If the Servicer sells a Matured Vehicle after making a Sales Proceeds Advance, the Net Auction Proceeds will be paid to the Servicer up to the amount of such Sales Proceeds Advance, and the Residual Value Surplus will be deposited into the SUBI Collection Account. If the Net Auction Proceeds are insufficient to reimburse the Servicer for the entire Sales Proceeds Advance, the Servicer will be entitled to reimbursement of the difference from Collections, on the SUBI Assets, in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance.

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

     For more information regarding the Servicer’s obligation to deposit Advances into the SUBI Collection Account, you should refer to “Description of the Servicing Agreement — Advances” in the prospectus.

Compensation for Servicer and Administrative Agent

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

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

Fees and Expenses

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

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		Party
Type of Fee	Amount of Fee	Receiving Fee	Priority in Distribution
Servicing Fee1	One-twelfth of the product of (a) [ ]% and (b) the aggregate Securitization Value of all Leases as of the first day of the Collection Period or, in the case of the first Payment Date, at the Cutoff Date	Servicer and Administrative Agent	Payable prior to payment of interest and principal on the Notes
[Net amounts due to the Swap Counterparty] 2	[Net amount due on each Payment Date from the Issuing Entity to the Swap Counterparty under the Swap Agreement for the related Collection Period]	[Swap Counterparty]	[Payable Prior to payment of interest and principal on the Notes]
Reimbursable Expenses3	Costs and expenses incurred by the Servicer in a legal proceeding to protect or otherwise enforce the rights of the Titling Trust or the Titling Trustee in a Lease or Leased Vehicle.	Servicer	Payable Prior to payment of interest and principal on the Notes
[Swap termination payments] 2	[Market value of the Swap Agreement based on market quotations of the cost of entering into interest rate swap transactions with the same terms and conditions that would have the effect of preserving the full payment obligations of the parties in accordance with the procedures set forth in the Swap Agreement.]	[Swap Counterparty]	[Pari passu with payment of interest on the Notes]

(1)	The formula for calculating the Servicing Fee may not be changed without the consent of all of the holders of the Notes and Certificates then outstanding and delivery of an opinion of counsel as to certain tax matters. See “Description of the Servicing Agreement — Amendment” in the prospectus. The fees and expenses of the Indenture Trustee, the Owner Trustee and the Titling Trustee will not be paid out of Available Funds on each Payment Date. Instead, such fees and expenses will be paid by NMAC, both as the Servicer, pursuant to the Servicing Agreement and as the Administrative Agent, pursuant to the Trust Administration Agreement.
[(2)	The Swap Agreement may be amended if Standard & Poor’s delivers a letter to the Indenture Trustee to the effect that the amendment will not result in a qualification, reduction or withdrawal of its then-current rating of any class of Notes, and if the Indenture Trustee has provided Moody’s with 10 days prior written notice of the amendment and Moody’s shall not have notified the Indenture Trustee or the Owner Trustee that the amendment might or would result in the qualification, reduction or withdrawal of the rating it has currently assigned to any class of Notes. See “Description of the Interest Rate Swap Agreement — Modification and Amendment of Swap Agreement.”]
(3)	Reimbursable Expenses will be paid to the Servicer on any day after the Servicer supplies the Titling Trustee and Indenture Trustee with an officer’s certificate setting forth the calculations for such Reimbursable Expenses. See “Security for the Notes — The Accounts — The SUBI Collection Account — Withdrawals from the SUBI Collection Account.” The formula for calculating Reimbursable Expenses may not be changed without the consent of all of the holders of the Notes and Certificates then outstanding and delivery of an opinion of counsel as to certain tax matters. See “Description of the Servicing Agreement — Amendment” in the prospectus.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     In the opinion of Mayer, Brown, Rowe & Maw LLP, special counsel to the Depositor, for federal income tax purposes, the Notes will be classified as debt and the Issuing Entity will not be treated as an association or publicly traded partnership taxable as a corporation. See the discussion under “Material Federal Income Tax Consequences” in the accompanying prospectus.

CERTAIN ERISA CONSIDERATIONS

[THE FOLLOWING DISCLOSURE ASSUMES THAT THE NOTES QUALIFY AS DEBT FOR ERISA PURPOSES]

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     [Subject to important considerations described below and under “Certain ERISA Considerations” in the accompanying prospectus, the notes are eligible for purchase by pension, profit-sharing or other employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as well as individual retirement accounts, Keogh plans and other plans subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as any entity holding “plan assets” of any of the foregoing (each, a “Benefit Plan”).]

     [Although there is little guidance on the subject, assuming the notes constitute debt for local law purposes, the Issuing Entity believes that, at the time of their initial issuance, the notes should be treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. The debt treatment of the notes for ERISA purposes could change if the Issuing Entity incurs losses. This risk of recharacterization is enhanced for notes that are subordinated to other classes of securities.]

     [By acquiring a note, each purchaser and transferee will be deemed to represent, warrant and covenant that either (i) it is not acquiring the note with the assets of a Benefit Plan; or (ii) the acquisition, holding and disposition of the note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.]

UNDERWRITING

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

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

     In the Underwriting Agreement, the Underwriters have agreed, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Notes if any of the Notes are purchased. This obligation of the Underwriters is subject to specified conditions precedent set forth in the Underwriting Agreement. [The Depositor has been advised by the Underwriters that they propose initially to offer the Notes to the public at the prices set forth on the cover of this prospectus supplement, and to specified dealers at that price less the initial concession not in excess of [ ]% of the principal amount of the Notes per Class [A-1] Note, [ ]% per Class [A-2] Note, [ ]% per Class [A-3] Note, [ ]% per Class [A-4a] Note and [ ]% per Class [A-4b] Note,. The Underwriters may allow, and those dealers may reallow, a concession not in excess of [ ]% per Class [A-1] Note, [ ]% per Class [A-2] Note, [ ]% per Class [A-3] Note, [ ]% per Class [A-4a] Note and [ ]% per Class [A-4b] Note to some other dealers. After the initial public offering of the Notes, the public offering price and those concessions may be changed.]

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

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

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

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

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

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

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

     In addition, NILT Trust and Nissan Auto Leasing LLC II are the underwriters with respect to the SUBI Certificate.

MATERIAL LITIGATION

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

     NMAC and the Titling Trust are parties to, and are vigorously defending, numerous legal proceedings, all of which NMAC and the Titling Trust, as applicable, believe constitute ordinary routine litigation incidental to the business and activities conducted by NMAC and the Titling Trust. Some of the actions naming NMAC and/or the Titling Trust are or purport to be class action suits. In the opinion of management of NMAC, the amount of ultimate liability on pending claims and actions as of the date of this prospectus supplement should not have a material adverse effect on its condition, financial or otherwise, or on the Titling Trust, the Titling Trust Assets or the SUBI. However, there can be no assurance in this regard or that future litigation will not adversely affect NMAC or the Titling Trust. See “Risk Factors — Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party providers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes” in the accompanying prospectus.

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CERTAIN RELATIONSHIPS

     The Depositor is a wholly-owned subsidiary of NMAC. The sole beneficiary of the Titling Trust is the UTI Beneficiary. The sole beneficiary of the UTI Beneficiary is NMAC. In addition to the agreements described in the prospectus and this prospectus supplement, NMAC may from time to time enter into agreements in the ordinary course of business or that are on arms’ length terms with its parent Nissan North America, Inc. [Describe any agreements that are not arms’ length and outside the ordinary course of business.].

RATINGS OF THE NOTES

     [The Securities will be issued only if the Class [A-1] Notes are rated in the highest short-term rating category and the Class [A-2] Notes, the Class [A-3] Notes, the Class [A-4a] Notes and the Class [A-4b] Notes are rated in the highest long-term category.] The ratings of the Notes will be based primarily upon the value of the Leases and the Leased Vehicles, the Reserve Account, the Certificates and the terms of the Securities. There can be no assurance that any such rating will not be lowered or withdrawn by the assigning Rating Agency if, in its judgment, circumstances so warrant. If a rating with respect to any class of Notes is qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to the Notes or any other Securities that have been rated.

     A rating is not a recommendation to buy, sell or hold the Notes, inasmuch as such rating does not comment as to market price or suitability for a particular investor. The rating of the Notes address the likelihood of the payments on the Notes pursuant to their terms.

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

     NMAC has paid a fee to the assigning Rating Agencies to rate the Notes. Although no contractual arrangements are in place, we believe that the assigning Rating Agencies will continue to monitor the transaction while the Notes are outstanding.

LEGAL MATTERS

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

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INDEX OF PRINCIPAL TERMS

[2002] Master Agreement	S-57
[Cap][Swap] Event of Default	S-58
[Cap][Swap] Termination	S-58
[Cap][Swap] Termination Events	S-58
[Cap][Swap] Termination Payment	S-59
0% Prepayment Assumption	S-46
100% Prepayment Assumption	S-45
1934 Act	S-19
25% Prepayment Assumption	S-46
ABS	S-45
Accounts	S-62
Accrual Period	S-53
Adjusted Capitalized Cost	S-24
Administrative Agent	S-21
Administrative Lien	S-23
ALG	S-26
Available Funds	S-63
Available Funds Shortfall Amount	S-63
Available Principal Distribution Amount	S-55
Base Residual	S-26
Basic Documents	S-19
Basic Servicing Agreement	S-21
Benefit Plan	S-69
Business Day	S-53
Cap Agreement	S-57
Cap Payment	S-54
Cap Provider	S-54
Cap Rate	S-54
Casualty Termination	S-23
Cede	S-48
Certificate Distribution Account	S-61
Certificate Distribution Amount	S-65
Certificateholder	S-18
Certificates	S-18
Closing Date	S-18
Code	S-69
Collection Period	S-63
Collections	S-63
Contingent and Excess Liability Insurance	S-61
Credit Termination	S-23
Cutoff Date	S-20
Dealers	S-18
Defaulted Vehicle	S-60
Definitive Notes	S-52
Deposit Date	S-53
Depositor	S-18
Description of Indenture	S-21
Designated LIBOR Page	S-54
Determination Date	S-63
Distribution Accounts	S-61
DTC	S-48
Early Lease Termination	S-23
Early Termination Charge	S-24
Early Termination Date	S-58
ERISA	S-69
Excess Amounts	S-63
Excess Mileage and Excess Wear and Tear Charges	S-41
FICO Scores	S-24
Final Scheduled Payment Date	S-30
Floating Rate Notes	S-53
Force Majeure Event	S-58
FSMA	S-70
Illegality	S-58
Indenture	S-19
Indenture Default	S-56
Indenture Trustee	S-19
Initial Note Balance	S-18
Insurance Expenses	S-66
Interest Determination Date	S-53
Interest Reset Date	S-53
ISDA	S-57
Issuing Entity	S-18
Issuing Entity’s Estate	S-20
Lease Maturity Date	S-23
Lease Rate	S-23
Lease Term	S-22
Leased Vehicles	S-18
Leases	S-18
Lessee Initiated Early Termination	S-23
LIBOR	S-53
Liquidation Proceeds	S-56
London Business Day	S-54
Matured Vehicle	S-60
Maximum Residualized MSRP	S-26
Monthly Payment	S-22
Monthly Principal Distributable Amount	S-55
Monthly Remittance Condition	S-60
Moody’s	S-18
MRM ALG Residual	S-26
MSRP	S-26
NALT 2000-A	S-49
Net Auction Proceeds	S-65
Net Insurance Proceeds	S-65
Net Liquidation Proceeds	S-55
Nissan	S-52
NMAC	S-18
Note Balance	S-65
Note Distribution Account	S-61
Note Distribution Amount	S-65
Note Factor	S-48
Note Final Scheduled Payment Date	S-56
Note Owner	S-52
Note Rate	S-53
Noteholders	S-18

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Notes	S-18
Optimal Principal Distributable Amount	S-55
Other SUBI	S-18
Owner Trustee	S-19
Payment Date	S-53
Payment Date Advance Reimbursement	S-64
Payment Date Certificate	S-64
Principal Carryover Shortfall	S-55
Principal Distribution Amount	S-55
Rating Agencies	S-18
Reallocation Payments	S-55
Redemption Price	S-66
Reimbursable Expenses	S-61
Repurchase Payment	S-25
Required Deposit Rating	S-62
Reserve Account	S-61
Reserve Account Draw Amount	S-61
Reserve Account Requirement	S-61
Residual Value Loss	S-65
Residual Value Surplus	S-65
Sales Proceeds Advance	S-67
SEC	S-19
Securities	S-18
Securitization Value	S-26
Securityholders	S-18
Servicer	S-21
Servicing Agreement	S-21
Servicing Fee	S-67
Servicing Supplement	S-21
Spread	S-53
Standard & Poor’s	S-18
SUBI	S-18
SUBI Assets	S-18
SUBI Certificate	S-18
SUBI Certificate Transfer Agreement	S-22
SUBI Collection Account	S-60
SUBI Supplement	S-21
SUBI Trust Agreement	S-21
Swap Agreement	S-57
Swap Counterparty	S-54
Swap Payment	S-9
Swap Receipt	S-9
Tax Event	S-58
Tax Event Upon Merger	S-58
The Trust Agreement	S-21
Titling Trust	S-18
Titling Trust Agreement	S-21
Titling Trustee	S-21
Trust Administration Agreement	S-21
Trust Agent	S-21
Trust Agreement	S-19
Trust SUBI Certificate Transfer Agreement	S-22
Trustees	S-19
Underwriters	S-69
Underwriting Agreement	S-69
UTI	S-18
UTI Beneficiary	S-18

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ANNEX A

GLOBAL CLEARANCE, SETTLEMENT AND
TAX DOCUMENTATION PROCEDURES

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

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

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

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

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

Initial Settlement

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

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

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

Secondary Market Trading

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

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

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

     Trading between DTC Seller and Clearstream Banking Luxembourg or Euroclear Participants. When Global Securities are to be transferred from the account of a DTC Participant to the account of a Clearstream Banking Luxembourg Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream Banking Luxembourg or Euroclear through a Clearstream Banking Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. Clearstream Banking Luxembourg or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in that accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment

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will then be made by the respective Depositary to the DTC Participant’s account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream Banking Luxembourg or Euroclear cash debt will be valued instead as of the actual settlement date.

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

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

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

     Trading between Clearstream Banking Luxembourg or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, Clearstream Banking Luxembourg Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Clearstream Banking Luxembourg or Euroclear through a Clearstream Banking Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream Banking Luxembourg or Euroclear will instruct the Relevant Depositary, as appropriate, to deliver the Global Securities to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment to and excluding the settlement date on the basis of the actual number of days in that accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream Banking Luxembourg Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream Banking Luxembourg Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account would instead be valued as of the actual settlement date.

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

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

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(2)	borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream Banking Luxembourg or Euroclear account in order to settle the sale side of the trade; or
(3)	staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Banking Luxembourg Participant or Euroclear Participant.

Material U.S. Federal Income Tax Documentation Requirements

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

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PROSPECTUS

Nissan Auto Lease Trusts
Issuing Entities

Nissan Auto Leasing LLC II,
Depositor

Nissan Motor Acceptance Corporation,
Servicer/Sponsor

Asset Backed Notes

The Issuing Entities:

1.	A new issuing entity will be formed to issue each series of notes.
2.	The property of each issuing entity will consist of:

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

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

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

• the rights of the related indenture trustee as secured party under a back-up security agreement with respect to the certificate and the undivided beneficial interest in the related pool assets,

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

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

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

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

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

• all proceeds of the foregoing.

The Notes:

1.	will be asset-backed securities sold periodically in one or more series,
2.	will be paid only from the assets of the related issuing entity, and
3.	will be issued as part of a designated series that may include one or more classes.

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

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

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

The date of this prospectus is [                                        ,                     ].

Prospectus

SUMMARY OF TERMS	3
RISK FACTORS	9
THE ISSUING ENTITIES	20
USE OF PROCEEDS	21
THE TITLING TRUST	21
THE SUBI	23
THE DEPOSITOR	24
NISSAN MOTOR ACCEPTANCE CORPORATION	25
THE LEASES	34
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS	37
NOTE FACTORS AND TRADING INFORMATION	38
THE NOTES	39
ADDITIONAL INFORMATION REGARDING THE NOTES	40
DESCRIPTION OF THE INDENTURE	48
DESCRIPTION OF THE TRUST AGREEMENT	54
DESCRIPTION OF THE SUBI TRUST AGREEMENT	57
DESCRIPTION OF THE SERVICING AGREEMENT	60
DESCRIPTION OF THE TRUST ADMINISTRATION AGREEMENT	69
DESCRIPTION OF THE HEDGE AGREEMENT	70
MISCELLANEOUS PROVISIONS OF THE BASIC DOCUMENTS	73
ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI	74
ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES	79
MATERIAL FEDERAL INCOME TAX CONSEQUENCES	82
CERTAIN ERISA CONSIDERATIONS	86
UNDERWRITING	87
LEGAL OPINIONS	88
INDEX OF PRINCIPAL TERMS	89

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

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

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

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

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

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

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

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

WHERE YOU CAN FIND MORE INFORMATION

     The depositor, Nissan-Infiniti LT and NILT Trust have filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. Annual reports on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K, and amendments to those reports will be prepared, signed and filed with the SEC by the depositor or the servicer on behalf of each issuing entity. Electronic or paper copies of these reports and the Registration Statement will not be posted on the registrants’ web sites for administrative reasons, but will be provided free of charge upon written request to Nissan Motor Acceptance Corporation, 990 West 190th Street, M-9-A, Torrance, California 90502. The reports and the Registration Statement are also available for inspection and copying at the SEC’s Public Reference Room, located at 100 F Street N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.

SUMMARY OF TERMS

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

Issuing Entity:	The issuing entity will be formed for each series of notes by a trust agreement between the depositor and the trustee of the issuing entity.
Depositor:	Nissan Auto Leasing LLC II.

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Sponsor, Servicer and Administrative Agent:	Nissan Motor Acceptance Corporation.
Indenture Trustee:	The indenture trustee under the indenture pursuant to which the notes of each series will be issued will be named in the prospectus supplement for that series.
Owner Trustee:	The owner trustee for the issuing entity issuing each series of notes will be named in the prospectus supplement for that series.
Titling Trust:	Nissan-Infiniti LT.
Titling Trustee:	NILT, Inc.
Securities Offered:	Notes of a series may include one or more classes, and will be issued pursuant to an indenture. Some of the notes issued by the issuing entity may not be offered to the public. The applicable prospectus supplement will specify the class or classes of notes that are being offered by it. The issuing entity will also issue certificates representing all of the beneficial ownership interests in the issuing entity. These certificates will not be offered to the public and will be retained by the depositor. Other than those certificates, no other series or classes of securities will be backed by the same asset pool or otherwise have claims on the same assets. No securityholder approval is necessary for the issuance of such notes or the certificates.
	The terms of each class of notes in a series described in the applicable prospectus supplement will include the following:

1.	the stated principal amount of each class of notes; and
2.	the interest rate (which may be fixed, variable, adjustable or some combination of these rates) or method of determining the interest rate.

A class of notes may differ from other classes of notes in one or more aspects, including:

1.	timing and priority of payments;
2.	seniority;
3.	allocation of losses;
4.	interest rate or formula;
5.	amount of interest or principal payments; and
6.	whether interest or principal will be payable to holders of the class if specified events occur.

If the issuing entity issues notes and certificates, the notes will be the only securities being offered to you. The depositor will retain all of the certificates. Payment on the certificates, if any are issued, will be subordinated to payment on one or more classes of notes to the extent described in the applicable prospectus supplement.

The SUBI Certificate:

Motor vehicle dealers in the Nissan Motor Acceptance Corporation network of dealers have assigned closed-end retail lease contracts and the related Nissan and Infiniti leased vehicles — which may include Nissan and Infiniti automobiles, minivans, sport utility vehicles and light-duty trucks — to Nissan-Infiniti LT. The leases have been or will be underwritten using the underwriting criteria described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures.”

4

	On or before the date the notes of a series are issued, Nissan-Infiniti LT will establish a special unit of beneficial interest, which is also called a SUBI, and allocate to the SUBI certain leases and related leased vehicles owned by Nissan-Infiniti LT. Each lease and the related leased vehicle allocated to the SUBI will be selected based on criteria specified in a servicing agreement among Nissan Motor Acceptance Corporation, as servicer, NILT Trust and Nissan-Infiniti LT. These criteria will be described in the applicable prospectus supplement.
	Each SUBI will be represented by a SUBI certificate representing a beneficial interest in that SUBI. Upon the creation of a SUBI, Nissan-Infiniti LT will issue the related SUBI certificate to NILT Trust, the beneficiary of Nissan-Infiniti LT. NILT Trust will then sell the SUBI certificate to Nissan Auto Leasing LLC II pursuant to a SUBI certificate transfer agreement. The SUBI certificate will be resold by Nissan Auto Leasing LLC II to the issuing entity pursuant to a trust SUBI certificate transfer agreement in exchange for the notes and certificates issued by the issuing entity.
The Issuing Entity’s Property:	The property of each issuing entity:

1.	will be described in the applicable prospectus supplement,
2.	will be primarily the SUBI certificate and the proceeds received on the related assets, including the right to receive monthly payments under the leases and the amounts realized from sales of the related leased vehicles on or after a specified cut-off date, and
3.	will include other related assets such as:

• amounts deposited in specified bank accounts,

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

• any other enhancement issued with respect to any particular series or class, and

• the rights of the depositor and the issuing entity in the agreements specified in the applicable prospectus supplement.

	For more information regarding assets of the issuing entity, you should refer to “The Issuing Entities — Property of the Trusts” in this prospectus and “The Issuing Entity — Property of the Issuing Entity” in the applicable prospectus supplement.
Credit Enhancement:	The issuing entities may include features designed to provide protection to one or more classes of notes. These features are referred to as “credit enhancement.” Credit enhancement may include any one or more of the following:

1.	subordination of one or more other classes of notes;
2.	subordination of certificates to one or more classes of notes;
3.	one or more reserve accounts;
4.	over-collateralization;
5.	letters of credit or other credit facilities;
6.	surety bond or insurance policies;

5

7.	guaranteed investment contracts;
8.	cash collateral guaranties or accounts; or
9.	cash deposits.

	The specific terms of any enhancement applicable to an issuing entity or to the notes issued by a issuing entity will be described in detail in the applicable prospectus supplement. See “ADDITIONAL INFORMATION REGARDING THE NOTES — Credit Enhancement” in this prospectus for general terms applicable to the different forms of credit enhancement that may be used by the issuing entities.
Hedge Agreement:	To the extent specified in the applicable prospectus supplement, one or more classes of notes may have the benefit of a currency swap, an interest rate swap or a combined currency and interest rate swap, or an interest rate cap entered into between the issuing entity or indenture trustee for the benefit of the holders of the notes and a counterparty specified in the applicable prospectus supplement, the principal terms and provisions of which will be specified in the applicable prospectus supplement. See “Description of the Hedge Agreement” in this prospectus.
Events of Default:	The indenture governing the terms and conditions of the notes of each series includes a list of adverse events called events of default. Events of default include the following:

• the issuing entity fails to pay interest on any note within five days of its due date,

• the issuing entity fails to pay the principal of any note in full on its final maturity date,

• The issuing entity defaults in the observance or performance of any covenant or agreement of the issuing entity, or any representation or warranty of the issuing entity made in the indenture or in any certificate or other writing delivered under the indenture that proves to have been inaccurate in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the noteholders, and the continuation of that default or inaccuracy for a period of 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a majority of the outstanding principal amount of the notes, voting as a single class, consent to such longer cure period) after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of notes holding not less than the majority of the aggregate principal amount of the notes, voting as a single class, or

• Certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity (which, if involuntary, remains unstayed for more than 90 days).

Events of Default Remedies:

If an event of default occurs and is continuing with respect to a series of notes, the related indenture trustee or holders of at least a majority of the outstanding principal amount of that series of notes, voting as a single class, may declare the principal of those notes immediately due and payable. That declaration, under limited circumstances, may be rescinded by the holders of at least a majority of the outstanding principal amount of the notes voting as a single class.

After an event of default and the acceleration of the affected notes, funds on deposit

6

	in the collection account and any of the issuing entity’s bank accounts with respect to the affected notes will be applied to pay principal of and interest on those notes in the order and amounts specified in the applicable prospectus supplement.
	If an event of default relates to a failure of the issuing entity to pay interest on the notes when due or principal of the notes on their respective final maturity dates, and the notes are accelerated following such event of default, the indenture trustee may elect to sell the assets of the issuing entity. For other events of default, the indenture trustee may only sell the assets of the issuing entity if (i) the holders of all outstanding notes of that series consent to the sale, (ii) the proceeds from the sale are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding notes of that series, or (iii) the indenture trustee determines that the proceeds from the sale would not be sufficient to make all payments on the outstanding notes of that series, but the holders of at least 66 2/3% of the outstanding principal amount of the affected notes voting as a single class, otherwise consent to the sale.
	For more detailed information regarding the events constituting an indenture default and the remedies available following such default, you should refer to “Description of the Indenture - Indenture Default” and “- Remedies Upon an Indenture Default” in this prospectus.
Servicing/Administrative Agent:	Nissan Motor Acceptance Corporation, as the servicer, will be responsible for servicing the leases, handling the disposition of the related vehicles when the leases terminate or when vehicles relating to defaulted leases are repossessed, and collecting amounts due in respect of the leases. In addition, Nissan Motor Acceptance Corporation will act as administrative agent for the issuing entity. The issuing entity will pay Nissan Motor Acceptance Corporation a monthly fee specified in the applicable prospectus supplement for performing the functions of an administrator and third party servicer of the leases. The servicer will also receive additional servicing compensation in the form of, among other things, late fees, extension fees, and other administration fees and expenses or similar charges received by the servicer during that month.
Optional Purchase:	The servicer may have the option to purchase or cause to be purchased all of the assets of the issuing entity when then current securitization value of the leases and the related leased vehicles provided in the applicable prospectus supplement declines to or below a specified percentage of the securitization value of the leases and related leased vehicles as of the cutoff date.
	You should refer to “Description of the Trust Agreement - Termination” in this prospectus and “Additional Information Regarding the Securities — Optional Purchase” in the accompanying prospectus supplement for more detailed information regarding the optional purchase of notes and certificates.
Advances:	The servicer is required to advance to the issuing entity (i) lease payments that are due but unpaid by the lessee and (ii) proceeds from expected sales on leased vehicles for which the related leases have terminated to the extent provided in the accompanying prospectus supplement. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from future payments on the related lease or leased vehicle.
	For more detailed information regarding advances made by the servicer and reimbursement of advances, you should refer to “Description of the Servicing Agreement — Advances” in this prospectus and “Additional Information Regarding the Securities - - Advances” in the accompanying prospectus supplement.
Reallocation of Leases and Leased Vehicles from the SUBI:	With respect to each series of notes, the servicer will be obligated to reallocate from the related SUBI any leases and related leased vehicles that do not meet certain representations and warranties. In addition, the servicer will be obligated to

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	reallocate from the SUBI the leased vehicles relating to any leases for which the servicer grants an extension on the lease. In connection with such reallocation, the servicer will be required to pay the related issuing entity the repurchase payments for the lease. If a lessee changes the domicile of or title to the related leased vehicle to any jurisdiction in which the titling issuing entity is not qualified and licensed to do business or any other jurisdiction specified in the applicable prospectus supplement, the titling issuing entity, or the titling trustee on behalf of the titling issuing entity, will cause the affected lease and leased vehicle either to be reallocated from the SUBI or to be conveyed to the servicer. In connection with such reallocation or reconveyance, the titling issuing entity, or the titling trustee on behalf of the titling issuing entity, will pay to the related trust the repurchase payments.
	For more information regarding the representations and warranties made by the servicer for each series of notes, you should refer to “The Leases — General,” “- Representations, Warranties and Covenants” in this prospectus and “The Leases - Characteristics of the Leases” in the applicable prospectus supplement. For more information regarding the obligation of the servicer to reallocate leases and the related leased vehicles from the SUBI for each series of notes, you should refer to “Description of the Servicing Agreement — Purchase of Leases Before Their Lease Maturity Dates” in this prospectus.
Tax Status:	Subject to the important considerations described herein, special federal income tax counsel to the depositor and the issuing entity will deliver its opinion that the notes of each series will be characterized as debt for federal income tax purposes, and that the issuing entity will not be characterized as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes. A purchaser of the notes will agree to treat the notes as debt for all applicable tax purposes.
	You should refer to “Material Federal Income Tax Consequences” in this prospectus and the accompanying prospectus supplement for more detailed information on the application of federal and other tax laws.
Certain ERISA Considerations:	If you are an employee Benefit Plan (as defined in “Certain ERISA Considerations”), you should review the considerations discussed under “Certain ERISA Considerations” in this prospectus and the accompanying prospectus supplement and consult counsel before investing in the notes. In general, subject to those considerations and conditions described in that section and to the extent specified in the applicable prospectus supplement, you may purchase notes of any series.

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RISK FACTORS

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

You may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement.	The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the related SUBI certificate, together with its right to payments under any hedge agreement and available funds in certain accounts. The notes of a series represent obligations solely of the issuing entity and will not be insured or guaranteed by any entity. Accordingly, you will rely primarily upon collections on the leases and the related leased vehicles allocated to the SUBI for your series of notes and, to the extent available, any credit enhancement for the issuing entity, including incoming payments under any hedge agreement and amounts on deposit in any reserve account or similar account. Funds on deposit in any reserve account or similar account will cover delinquencies on the leases and losses on the leases and leased vehicles up to a certain amount. However, if delinquencies and losses exceed the available credit enhancement for your series of notes, including the credit enhancement provided by subordination of the certificates, you may experience delays in payments due to you and you could suffer a loss. You will have no claim to any amounts properly distributed to the transferor or to others from time to time.
	The residual values established by Nissan Motor Acceptance Corporation are future projections that are based on projections by Automotive Lease Guide, as described in the accompanying prospectus supplement. There is no guarantee that the assumptions regarding future events that are used to determine residual values will prove to be correct. If the residual values of the leased vehicles as originally determined by Nissan Motor Acceptance Corporation are substantially higher than the sales proceeds actually realized upon the sale of the leased vehicles, you may suffer losses if the available credit enhancement for your series of notes is exceeded.
	For a discussion of factors that may contribute to residual value losses, you should refer to “Risk Factors — Used car market factors may increase the risk of loss on your investment,” “- Increased turn-in rates may increase losses” and “Nissan Motor Acceptance Corporation — Determination of Residual Values” in this prospectus, “Risk Factors — The concentration of leased vehicles to particular models could negatively affect the issuing entity’s assets” and “- The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets” in the accompanying prospectus supplement.
Used car market factors may increase the risk of loss on your investment.	The used car market is affected by supply and demand, consumer tastes, economic factors and manufacturer decisions on pricing of new car models. For instance, introduction of a new model with additional equipment not reflected in the manufacturer’s suggested retail price may impact the resale value of the existing portfolio of similar model types. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America or by its competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Other factors that are beyond the control of the issuing entity, the depositor and the servicer could also have a negative impact on the value of a vehicle. If the proceeds actually realized upon the sale of the leased vehicles are substantially lower than the residual values originally established by Nissan Motor Acceptance Corporation, you may suffer a loss on your investment.
Increased turn-in rates may increase losses.	Losses may be greater as turn-in rates upon the expiration of leases increase because more used cars would be available on the used car market. Under each lease, the lessee may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the stated residual value established at the inception of the lease. Lessees who decide not to purchase their related vehicles at lease expiration will

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	expose the issuing entity to possible losses if the sale prices of such vehicles in the used car market are less than their respective stated residual values. The level of turn-ins at termination of the leases could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by Nissan Motor Acceptance Corporation), the level of the purchase option prices for the related vehicles compared to new and used vehicle prices and economic conditions generally. The early termination of leases by lessees may affect the number of turn-ins in a particular month. If losses resulting from increased turn-ins exceed the credit enhancement available for your series of notes, you may suffer a loss on your investment.
Returns on your investments may be reduced by prepayments on the leases, events of default, optional redemption, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity.	You may receive payment of principal on your notes earlier than you expected for the reasons set forth below. You may not be able to invest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes.   The amount of principal distributed on your notes and the time when you receive those distributions depend on the rate of payments and losses relating to the leases and the leased vehicles. Prepayments, liquidations of defaulted leases, reallocations from the SUBI of leases and the related vehicles that do not meet certain eligibility criteria or events of default that result in an acceleration of payments on the notes will shorten the life of the notes to an extent that cannot be fully predicted.
	The servicer may be required to reallocate from the SUBI certain leases and leased vehicles if there is a breach of the representations and warranties relating to those leases or leased vehicles. In connection with such reallocation, the servicer will be obligated to pay the issuing entity an amount equal to (i) the present value of the monthly payments remaining to be made under the affected lease, discounted at a rate specified in the applicable prospectus supplement, (ii) the residual value of the leased vehicle and (iii) any delinquent payments not paid by the lessee. The servicer may also be entitled to purchase all of the assets of the issuing entity when the aggregate securitization value of the leases and the related leased vehicles is at or below a specified percentage, set forth in the applicable prospectus supplement, of the initial aggregate securitization value of the leases and the related leased vehicles on the related cutoff date.
	Further, the leases allocated to the SUBI may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related leased vehicles or for other reasons. For example, a lessee under certain circumstances may elect to terminate the lease prior to its maturity in order to enter into a new lease contract for a different Nissan or Infiniti vehicle. In the case of such early termination, any payments due and payable by the lessee will be paid and deposited into the related collection account within the time period required for the servicer to deposit collections into the related collection account.
	Each of these payments will have the effect of accelerating the payment of principal and shortening the average lives of all outstanding notes of a series. The servicer has limited historical experience with respect to prepayments on the leases, and is not aware of publicly available industry statistics that detail the prepayment experience for contracts similar to the leases. For these reasons, the servicer cannot predict the actual prepayment rates for the leases. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and the leased vehicles, including the risk that available investments at that time have lower interest rates than the rates offered by your notes.
	For more information regarding prepayments or delinquencies, you should refer to

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	“Maturity, Prepayment and Yield Considerations” in this prospectus and “Prepayments, Delinquencies, Repossessions and Net Losses” in the accompanying prospectus supplement. For more information regarding the servicer’s obligation to reallocate leases and leased vehicles from the SUBI, you should refer to “Description of the Servicing Agreement - Sale and Disposition of Leased Vehicles” and “- Purchase of Leases Before Their Lease Maturity Dates” in this prospectus. For more information regarding the optional purchase by the servicer, you should refer to “Additional Information Regarding the Securities - Optional Purchase” in the accompanying prospectus supplement. For more detailed information regarding the collection procedures for leases that have terminated, defaulted or become uncollectible, you should refer to “Nissan Motor Acceptance Corporation — Collection and Repossession Procedures,” “ — Early Termination,” “Extensions and Pull-Forwards” and “Description of the Servicing Agreement — Realization Upon Liquidated Leases” in this prospectus.
Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes.	Because the SUBI will represent a beneficial interest in the related SUBI assets, you will be dependent on payments made on the leases allocated to the SUBI for your series of notes and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on your notes. Except to the extent of the back-up security interest as discussed in “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests,” the issuing entity of a series will not have a direct ownership interest in the leases or a direct ownership interest or perfected security interest in the leased vehicles — which will be titled in the name of the titling issuing entity or the titling trustee on behalf of the titling trust. It is therefore possible that a claim against or lien on the leased vehicles or the other assets of the titling trust could limit the amounts payable in respect of the SUBI certificate to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles.
	Further, liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust (including the leases and the leased vehicles allocated to the SUBI) and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes Nissan Motor Acceptance Corporation and its affiliates. Because these liens could attach directly to the leases and leased vehicles allocated to the SUBI and because the issuing entity does not have a prior perfected security interest in the assets of the SUBI, these liens could have priority over the interest of the issuing entity in the assets of the SUBI.
	To the extent a third-party makes a claim against, or files a lien on, the assets of the titling trust, including the leased vehicles allocated to the SUBI for your series of notes, it may delay the disposition of those leased vehicles or reduce the amount paid to the holder of the related SUBI certificate. If that occurs, you may experience delays in payment or losses on your investment.
	For more information on the effect of third-party claims or liens on payment of the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI - Allocation of Titling Trust Liabilities,”“— The SUBI” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests” in this prospectus.
Failure to comply with consumer protection laws could result in a loss.	Federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated by the Board of Governors of the Federal Reserve System, impose requirements on retail lease contracts such as the leases. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust or the issuing entity of a series (as owner of the related SUBI certificate). Further, many states have adopted “lemon laws” that provide

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	vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that a portion of payment previously paid by the lessee be refunded. Nissan Motor Acceptance Corporation will represent and warrant that each lease complies with applicable law in all material respects. If that representation and warranty relating to any lease allocated to a SUBI for a series of notes proves incorrect, materially and adversely affects the interest of the issuing entity, and is not timely cured, Nissan Motor Acceptance Corporation will be required to repurchase the beneficial interest in the noncompliant lease and repurchase related leased vehicle from the issuing entity. To the extent that Nissan Motor Acceptance Corporation fails to make such repurchase, or to the extent that a court holds the titling trust or the issuing entity liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the titling trust or the issuing entity. If sufficient funds are not available to make both payments to lessees and on your notes, you may suffer a loss on your investment in the notes.
	For a discussion of federal and state consumer protection laws which may affect the leases, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws” in this prospectus and “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws” in the accompanying prospectus supplement.
If ERISA liens are placed on the titling trust assets, you could suffer a loss.	Liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes Nissan Motor Acceptance Corporation and its affiliates. Because these liens could attach directly to the leases and leased vehicles and because the issuing entity does not have a prior perfected security interest in the assets included in a SUBI, these liens could have priority over the interest of the issuing entity in the assets included in a SUBI. As of the date of this prospectus, neither Nissan Motor Acceptance Corporation nor any of its affiliates had any material unfunded liabilities with respect to their respective defined benefit pension plans. Moreover, the depositor believes that the likelihood of this liability being asserted against the assets of the titling trust or, if so asserted, being successfully pursued, is remote. However, you cannot be sure the leases and leased vehicles will not become subject to an ERISA liability.
Vicarious tort liability may result in a loss.	Some states allow a party that incurs an injury involving a leased vehicle to sue the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.
	On August 8, 2005, President Bush signed into law the Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), Pub. L. No. 109-59. The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 8, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on the titling trust.

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	Nissan Motor Acceptance Corporation maintains, on behalf of the titling trust contingent liability, insurance coverage against third party claims that provides coverage with no annual or aggregate cap on the number of claims thereunder, providing primary coverage of $1 million combined single limit coverage per occurrence and excess coverage of $15 million combined single limit per occurrence. If Nissan Motor Acceptance Corporation ceases to maintain this insurance coverage or the insurance coverage protecting the titling trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the vehicles and leases allocated to the SUBI for your series of notes and you could incur a loss on your investment.
	If vicarious liability imposed on the titling trust exceeds the coverage provided by its primary and excess liability insurance policies, or if lawsuits are brought against either the titling trust or Nissan Motor Acceptance Corporation involving the negligent use or operation of a leased vehicle, you could experience delays in payments due to you, or you may ultimately suffer a loss.
	For a discussion of the possible liability of the titling trust in connection with the use or operation of the leased vehicles, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability” in the this prospectus.
A depositor or servicer bankruptcy could delay or limit payments to you.	Following a bankruptcy or insolvency of the servicer or the depositor, a court could conclude that the SUBI certificate for your series of notes is owned by the servicer or the depositor, instead of the issuing entity. This conclusion could be either because the transfer of that SUBI certificate from the depositor to the issuing entity was not a true sale or because the court concluded that the depositor or the issuing entity should be consolidated with the servicer or the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you, or you may not ultimately receive all amounts due to you as a result of:

• the automatic stay, which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States bankruptcy code that permit substitution for collateral in limited circumstances,

• tax or government liens on the servicer’s or the depositor’s property (that arose prior to the transfer of the SUBI certificate to the issuing entity) having a prior claim on collections before the collections are used to make payments on the notes, and

• the fact that neither the issuing entity nor the indenture trustee for your series of notes has a perfected security interest in the leased vehicles allocated to the SUBI and may not have a perfected security interest in any cash collections of the leases and leased vehicles allocated to the SUBI held by the servicer at the time that a bankruptcy proceeding begins.

	For a discussion of how a bankruptcy proceeding of the servicer, the depositor or certain related entities may affect the issuing entity and the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI — Insolvency Related Matters” in this prospectus.
The return on your notes could be reduced by shortfalls due to military action.	The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the leases and the leased vehicles.
	The Servicemembers Civil Relief Act and similar state laws may provide relief to members of the military on active duty, including reservists or national guard members,

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	who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including non-payment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in the military, executes a lease contract for a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in Iraq and the Middle East, have increased and may continue to increase the number of citizens who are in active military service, including persons in reserve or national guard status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a defaulted vehicle during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the lease contract, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. It is not clear that the Servicemembers Civil Relief Act would apply to leases such as the leases allocated to a SUBI. If a lessee’s obligation to make lease payments is reduced, adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes and the certificates.
	For more information regarding the effect of the Servicemembers Civil Relief Act and other similar legislation, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Law” in this prospectus.
You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds.	So long as Nissan Motor Acceptance Corporation is servicer, if each condition to making monthly deposits as may be required by the servicing agreement (including the satisfaction of specified ratings criteria of Nissan Motor Acceptance Corporation and the absence of any servicer default) is satisfied, Nissan Motor Acceptance Corporation, as the servicer, may retain all payments on the leases received from the related lessees and all proceeds relating to the leases and the leased vehicles collected during a collection period until the business day preceding the related payment date (currently, Nissan Motor Acceptance Corporation does not satisfy these conditions). During this time, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. On or before the business day preceding a date on which payments are due to be made on a series of notes, the servicer must deposit into the related collection account, all payments on the leases received from the lessees and all proceeds relating to the leases and the leased vehicles collected during the related collection period. If the servicer is unable to deposit these amounts into the collection account, you might incur a loss on your notes.
Factors affecting the information management systems of Nissan Motor Acceptance Corporation may increase the risk of loss on your investment.	The success of your investment depends upon the ability of the servicer, Nissan Motor Acceptance Corporation, to store, retrieve, process and manage substantial amounts of information. If Nissan Motor Acceptance Corporation or any of these providers experiences interruptions or loss in its information processing capabilities, its business, financial conditions, results of operations and ultimately your notes may suffer.
Adverse events with respect to Nissan Motor Acceptance Corporation or its affiliates may affect the timing of payments on your notes or have other adverse effects on your notes.	Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or a third party provider to whom Nissan Motor Acceptance Corporation outsources its activities may result in servicing disruptions or reduce the market value of your notes. Nissan Motor Acceptance Corporation currently outsources some of its activities as

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	servicer to third party providers. In the event of a termination and replacement of Nissan Motor Acceptance Corporation as the servicer, or if any of the third party providers cannot perform its activities, there may be some disruption of the collection activity with respect to delinquent leases and therefore delinquencies and credit losses could increase. As servicer, Nissan Motor Acceptance Corporation is required to reallocate certain leases that do not comply with representations and warranties made by Nissan Motor Acceptance Corporation (for example, representations relating to the compliance of the lease contracts with applicable laws). If Nissan Motor Acceptance Corporation becomes unable to reallocate any of such leases or make the related payment to the issuing entity, investors could suffer losses. In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, Nissan Motor Acceptance Corporation is an indirect wholly-owned subsidiary of Nissan Motor Co., Ltd. Although Nissan Motor Co., Ltd. is not guaranteeing the obligations of the issuing entity for any series of notes, if Nissan Motor Co., Ltd. ceased to manufacture vehicles or support the sale of vehicles or if Nissan Motor Co., Ltd faced financial or operational difficulties, such events may reduce the market value of Nissan and Infiniti vehicles, and ultimately the amount realized on any Nissan or Infiniti leased vehicle, including the leased vehicles allocated to the SUBI for your series of notes.
You may experience a loss or a delay in receiving payments on the notes if the assets of the issuing entity are liquidated.	If certain events of default under the agreements specified in the applicable prospectus supplement occur and the notes of a series are accelerated, the assets of the related issuing entity may be liquidated. If a liquidation occurs close to the date when one or more classes of notes of that series would otherwise be paid in full, repayment of such classes might be delayed while liquidation of the assets is occurring. It is difficult to predict the length of time that will be required for liquidation of the assets of the trust to be completed. In addition, the amount received from liquidation may be less than the aggregate principal amount of the outstanding notes of that series. In that circumstance, the principal amount of those notes will not be paid in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of one or more classes of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under “Risk Factors - You may experience reduced returns on your investment resulting from prepayments on the leases, reallocation of the leases and the leased vehicles from the SUBI or early termination of the trust.”
Because the notes are in book-entry form, your rights can only be exercised indirectly.	Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System in Europe or Asia. Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank/S.A./NV as operator of the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes of a series will remain in book-entry form except in the limited circumstances described under the caption “Material Information Regarding the Notes — Definitive Notes” in this prospectus. Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “Noteholder” and the owner trustee will not recognize you as a “Securityholder,” as those terms are used in the indenture, the trust agreement and the servicing agreement. As a result, you will only be able to exercise the rights as a noteholder indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme and Euroclear Bank S.A./NV as operator of the Euroclear System (in Europe or Asia) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge or transfer your notes to persons or entities that do not participate in The

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	Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System. In addition, having the notes in book-entry form may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.
	Interest and principal on the notes of any series will be paid by the related issuing entity to The Depository Trust Company as the record holder of those notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.
The failure to make principal payments on the notes prior to the applicable final scheduled payment date will generally not result in an event of default under the indenture.	The amount of principal required to be paid to you prior to the applicable final scheduled payment date set forth in the applicable prospectus supplement generally will be limited to amounts available for those purposes. Therefore, the failure to pay principal of a note before the applicable final scheduled payment date generally will not result in an event of default under the indenture for any series of notes until the applicable final scheduled payment date for that series of notes.
If the issuing entity enters into a currency swap or an interest rate swap, payments on the notes will be dependent on payments made under the swap agreement.	If the issuing entity enters into a currency swap, interest rate swap or a combined currency and interest rate swap, its ability to protect itself from shortfalls in cash flow caused by currency or interest rate changes will depend to a large extent on the terms of the swap agreement and whether the swap counterparty performs its obligations under the related currency swap or the interest rate swap, as applicable. If the issuing entity does not receive the payments it expects from the swap counterparty, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever.
	If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while payments under the leases are fixed monthly obligations. The issuing entity may enter into an interest rate swap to reduce its exposure to changes in interest rates. An interest rate swap requires one party to make payments to the other party in an amount calculated by applying an interest rate (for example, a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example, a fixed rate) to the same notional amount. For example, if the trust issues $100 million of notes bearing interest at a floating rate based on the London Interbank Offered Rate, it might enter into a swap agreement under which the issuing entity would pay interest to the swap counterparty in an amount equal to an agreed upon fixed rate on $100 million in exchange for receiving interest on $100 million at the floating rate based on the London Interbank Offered Rate. The $100 million would be the “notional” amount because it is used simply to make the calculation. In an interest rate swap, no principal payments are exchanged.
	If the issuing entity issues notes denominated in a currency other than U.S. dollars, the issuing entity will need to make payments on the notes in a currency other than U.S. dollars, as described in the related prospectus supplement. Payments collected on the leases and the related leased vehicles, however, will be made in U.S. dollars. If this occurs, the issuing entity may enter into a currency swap to reduce its exposure to changes in currency exchange rates. A currency swap requires one party to provide a specified amount of a currency to the other party at specified times in exchange for the other party providing a different currency at a predetermined exchange ratio. For example, if the issuing entity issues notes denominated in Swiss Francs, it might enter into a swap agreement with a swap counterparty under which the issuing entity would use the collections on the leases to pay U.S. dollars to the swap counterparty in exchange for receiving Swiss Francs at a predetermined exchange rate to make the payments owed on the notes.

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	The terms of any currency swap or interest rate swap will be described in more detail in the applicable prospectus supplement.
If the issuing entity enters into an interest rate cap agreement, payments on the notes will be dependent on payments made under the interest rate cap agreement.	If the issuing entity enters into an interest rate cap agreement, the amounts available to the issuing entity to pay interest and principal of all classes of the notes will depend in part on the terms of the interest rate cap agreement and the performance by the cap provider of its obligations under the interest rate cap agreement. If the issuing entity does not receive the payments it expects from the cap provider, the issuing entity may not have adequate funds to make all payments to noteholders when due, if ever.
	If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while payments under the leases are fixed monthly obligations. If this occurs, the issuing entity may enter into an interest rate cap agreement with a cap provider to reduce its exposure to changes in interest rates. An interest rate cap agreement may require that if the specified interest rate related to any payment date exceeds the cap rate specified in the applicable prospectus supplement, the cap provider pays to the issuing entity an amount equal to the product of:

• the specified interest rate for the related payment date minus the cap rate;

• the notional amount of the cap, which will be equal to the total outstanding principal amount of the notes on the first day of the accrual period related to such payment date; and

• a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the closing date, to but excluding the first payment date, and the denominator of which is 360 or 365, as specified in the applicable prospectus supplement.

	During those periods in which the specified interest rate is substantially greater than the cap rate, the issuing entity will be more dependent on receiving payments from the cap provider in order to make payments on the notes. If the cap provider fails to pay the amounts due under the interest rate cap agreement, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.
	The terms of any interest rate cap will be described in more detail in the applicable prospectus supplement.
Termination of an interest rate swap agreement, a currency swap agreement or an interest rate cap agreement may cause termination of the issuing entity.	An interest rate swap agreement, a currency swap agreement or an interest rate cap agreement may be terminated if certain events occur. Most of these events are generally beyond the control of the issuing entity, the swap counterparty or cap provider, as applicable. If the interest rate swap agreement, the currency swap agreement or interest rate cap agreement is terminated, unless a replacement interest rate swap, a currency swap or an interest rate cap, as applicable, can be arranged, the trustee generally will sell the assets of the issuing entity and the issuing entity will terminate. In this type of situation, it is impossible to predict how long it would take to sell the assets of the issuing entity or what amount of proceeds would be received. Some of the possible adverse consequences of such a sale are:

• The proceeds from the sale of assets under such circumstances may not be sufficient to pay all amounts owed to you.

• The sale may result in payments to you significantly earlier than expected, reducing the weighted average life of the notes and the yield to maturity.

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• Conversely, a significant delay in arranging a sale could result in a delay in principal payments. This would, in turn, increase the weighted average life of the notes and could reduce the yield to maturity.

• Amounts available to pay you will be further reduced if the trust is required to make a termination payment to the swap counterparty pursuant to an interest rate swap agreement or a currency swap agreement, as applicable.

• The termination of the interest rate swap agreement, the currency swap agreement or interest rate cap agreement may expose the issuing entity to interest rate or currency risk, further reducing amounts available to pay you.

	See “The Hedge Agreement — Early Termination of Hedge Agreement” for more information concerning the termination of a swap agreement or an interest rate cap agreement and the sale of the issuing entity’s assets. Additional information about this subject, including a description of the circumstances that may cause a termination of the interest rate swap agreement, the currency swap agreement or the interest rate cap agreement and the issuing entity and how the proceeds of a sale would be distributed, will be included in the applicable prospectus supplement.
The rating of a swap counterparty or cap provider may affect the ratings of the notes.	If a issuing entity enters into an interest rate swap agreement, a currency swap agreement or an interest rate cap agreement, the rating agencies that rate the notes will consider the provisions of such interest rate swap agreement, currency swap agreement or interest rate cap agreement, as applicable, and the rating of the swap counterparty or the cap provider, as applicable, in rating the notes. If a rating agency downgrades the debt rating of the swap counterparty or the cap provider, it is also likely to downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.
	To provide some protection against the adverse consequences of a downgrade, the swap counterparty or cap provider may be permitted, but generally not required, to take the following actions if the rating agencies reduce its debt ratings below certain levels:

• assign the interest rate swap agreement, the currency swap agreement or interest rate cap agreement, as applicable, to another party;

• obtain a replacement interest rate swap agreement, currency swap agreement or interest rate cap agreement, as applicable, on substantially the same terms as the existing interest rate swap agreement, the currency swap agreement or interest rate cap agreement, as applicable; or

• establish any other arrangement satisfactory to the rating agencies.

	Any interest rate swap, currency swap or interest rate cap involves a high degree of risk. A trust will be exposed to this risk should it use either of these mechanisms.
The notes are not suitable investments for all investors.	The notes are complex investments that are not a suitable investment if you require a regular predictable schedule of payments. The notes should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, residual value, default and market risk, the tax consequences of an investment and the interaction of these factors.
You must rely for repayment only upon the issuing entity’s assets which may not be sufficient to make full payments on your notes.	Your notes are asset backed securities issued by and represent obligations of the issuing entity only and do not represent obligations of or interest in Nissan Motor Acceptance Corporation, Nissan Auto Leasing LLC II or any of their respective affiliates. Distributions on any class of securities will depend solely on the amount and timing of payments and other collections in respect of the related leases and any credit enhancement for the notes specified in the applicable prospectus supplement. We cannot assure you that these amounts, together with other payments and collections in respect of the related leases, will be sufficient to make full and timely distributions on your notes. The notes and the leases will not be insured or guaranteed,

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in whole or in part, by the United States or any governmental entity or, unless specifically set forth in the applicable prospectus supplement, by any provider of credit enhancement.

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections, which may result in acceleration of or reduction in payment on your notes.

If a lessee sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the lessee’s obligations to repay amounts due on its lease. As a result, that lease would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources and finance charge amounts allocated to the notes are insufficient to cover the applicable default amount.

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THE ISSUING ENTITIES

Formation

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

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

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

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

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

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

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

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

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

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

Property of the Issuing Entities

     All of the motor vehicle dealers (“Dealers”) in the Nissan Motor Acceptance Corporation (“NMAC”) network of Dealers have entered into agreements with NMAC pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”). The Titling Trust was created in July 1998 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. See “The Titling Trust.” The Titling Trust issued to NILT Trust (the “UTI Beneficiary”) an undivided trust interest (the “UTI”) representing the entire beneficial interest in the unallocated assets of the Titling Trust. See “The Titling Trust – Property of the Titling Trust.” On or before the date of the initial issuance of any series of Notes (each, a “Closing Date”), the UTI Beneficiary will instruct the trustee of the Titling Trust (1) to establish a special unit of beneficial interest (the “SUBI”), and (2) to allocate a separate portfolio of leases (the “Leases”) and the related leased vehicles (the “Leased Vehicles”) and related assets of the Titling Trust to the SUBI. The SUBI will represent the entire beneficial interest in the Leases, Leased Vehicles and the related assets (collectively, the “SUBI Assets”). Upon the creation of the SUBI, the portfolio of related Leases or Lease Vehicles will no longer constitute assets of the Titling Trust represented by the UTI, and the interest in the Titling Trust Assets represented by the UTI will be reduced accordingly. The SUBI will not represent a beneficial interest in any Titling Trust Assets other than the related SUBI Assets. Payments made on or in respect of any Titling Trust Assets other than the SUBI Assets allocated to a series of Notes and Certificates will not be available to make payments on that series of Notes and Certificates.

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

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

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

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

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

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

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

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

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

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

• all proceeds of the foregoing.

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

USE OF PROCEEDS

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

THE TITLING TRUST

General

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

     Except as otherwise described under “Description of the SUBI Trust Agreement” under the Titling Trust Agreement, the Titling Trust has not and will not:

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

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

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• make loans,

• invest in or underwrite securities,

• offer notes and certificates in exchange for Titling Trust Assets, with the exception of the SUBI Certificate issued with respect to any series of Notes and Certificates and the UTI Certificates,

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

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

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

The UTI Beneficiary

     NILT Trust is the UTI Beneficiary under the Titling Trust Agreement. The sole beneficiary of the UTI Beneficiary is NMAC. The UTI Beneficiary was formed as a Delaware statutory trust in July 1998 for the sole purpose of being initial beneficiary of the Titling Trust, holding the UTI Certificate, acquiring interests in one or more SUBIs, and engaging in related transactions. So long as any financings involving interests in the Titling Trust, including the transactions described in this Prospectus and any accompanying Prospectus Supplement, are outstanding, NMAC may not transfer its beneficial interest in the UTI Beneficiary. The principal offices of NILT Trust are located at 990 West 190th Street, Torrance, California 90502, and its telephone number is (310) 719-8584. In July 2006, the principal executive offices of NILT Trust are scheduled to be relocated to Nashville, Tennessee.

The Titling Trustee

     NILT, Inc., the Titling Trustee, is a wholly-owned special purpose subsidiary of U.S. Bank and was incorporated in Delaware for the sole purpose of acting as Titling Trustee. The Titling Trustee is not affiliated with NMAC or any of its affiliates. Since the creation of the Titling Trust, NILT, Inc. has served as the Titling Trustee. U.S. Bank has provided titling trustee services for auto lease-backed securities since 1993. It has one of the largest titling trustee businesses in the country with a market share of approximately [___%]. As of September 30, 2005, U.S. Bank was providing titling trustee services for approximately [___] issuances of auto lease-backed securities, with an outstanding aggregate principal balance of approximately $[___].

     U.S. Bank, as trust agent, serves as agent for the Titling Trustee to perform some functions of the Titling Trustee under the Titling Trust Agreement. Under the Titling Trust Agreement, if U.S. Bank can no longer act as the trust agent, the designees of the UTI Beneficiary — which may not be the UTI Beneficiary or any of its affiliates — will have the option to purchase the stock of the Titling Trustee for a nominal amount. If the UTI Beneficiary does not timely exercise that option, a successor trust agent appointed by the Titling Trustee will have the option to purchase the stock of the Titling Trustee. If none of these options is timely exercised, U.S. Bank may sell the stock of the Titling Trustee to another party. The principal offices of NILT, Inc. are located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, and its telephone number is (312) 325-8902.

Property of the Titling Trust

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

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

• leased vehicles and all proceeds of those leased vehicles,

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

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

• all proceeds of the foregoing.

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

Lease Origination and the Titling of Vehicles

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

     After the sale of the SUBI Certificate to an Issuing Entity, the Servicer will be obligated to reallocate from the related SUBI any Leases and related Leased Vehicles that do not meet certain representations and warranties. Those representations and warranties relate primarily to the origination of the Leases and do not typically relate to the creditworthiness of the related lessees or the collectibility of the Leases. For more information regarding the specific representations and warranties made by the Servicer for each series of Notes, you should refer to “The Leases – General,” “– Representations, Warranties and Covenants” in this Prospectus and “The Leases – Characteristics of the Leases” in the applicable Prospectus Supplement. In addition, the Servicer will be obligated to reallocate from the related SUBI the Leased Vehicles relating to any Leases for which the Servicer grants a Term Extension, and in connection with such reallocation, the Servicer will be required to pay the related Issuing Entity an amount equal to (x) the sum of (i) the present value, discounted at a rate specified in the applicable Prospectus Supplement, of (i) the monthly payments remaining to be made under the affected Lease, and (ii) the base residual of the Leased Vehicles, which will be calculated as described in the applicable Prospectus Supplement, and (y) any delinquent payments not paid by the lessee (collectively, the “Repurchase Payments”). If a lessee changes the domicile of or title to the related Leased Vehicle to any jurisdiction in which the Titling Trust is not qualified and licensed to do business (or exempt from such qualification or licensing) or any other jurisdiction specified in the applicable Prospectus Supplement (each, a “Restricted Jurisdiction”), the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will cause the affected Lease and Leased Vehicle either to be reallocated from the SUBI to the UTI or to be conveyed to the Servicer. In connection with such reallocation or reconveyance, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will pay to the related Issuing Entity the Repurchase Payments. See “Description of the Servicing Agreement – Purchase of Leases Before Their Lease Maturity Dates.”

     All leased vehicles owned by the Titling Trust will be held for the benefit of entities that from time to time hold beneficial interests in the Titling Trust. Those interests will be evidenced by one or more SUBIs or the UTI. Entities holding beneficial interests in the Titling Trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles. Therefore, if the transfer of a SUBI Certificate from the Depositor to the related Issuing Entity were recharacterized as a secured loan, that Issuing Entity would not have a perfected lien in the related SUBI Assets, unless a validly filed financing statement is in effect in each of the appropriate jurisdictions, to the extent that the security interest may be perfected by filing a financing statement under the Uniform Commercial Code (the “UCC”). The Servicer has agreed to file or cause to be filed a financing statement and any appropriate continuing statements in each of the appropriate jurisdictions. For further information regarding the titling of the Leased Vehicles and the interests of the related Issuing Entities therein, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Back-up Security Interests” in this Prospectus.

THE SUBI

General

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

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payments on or in respect of those Leases or Leased Vehicles received or due after the close of business on the applicable cut-off date (each, a “Cutoff Date”) and other related SUBI Assets, including:

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

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

• all proceeds of the foregoing.

     A SUBI will not represent a beneficial interest in any Titling Trust Assets other than the related SUBI Assets, and neither the Trust nor the related Noteholders will have an interest in the UTI, any Other SUBI issued by the Titling Trust, or any assets of the Titling Trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of Titling Trust Assets not represented by a SUBI will not be available to make payments on the Notes relating to that SUBI.

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

Transfers of the SUBI Certificate

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

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

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

• deliver the SUBI Certificate to the Issuing Entity.

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

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

THE DEPOSITOR

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

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

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

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

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

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• transfer the Receivables and SUBIs and/or related Collateral to a trust pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Pooling Agreements”) to be entered into by, among others, NALL II, the related trustee and the servicer of the Receivables or SUBIs,

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

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

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

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

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

• perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements, and

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

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

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

     If the Issuing Entity of a series issues Certificates, the Depositor will generally retain all of those Certificates. As the holder of Certificates, the Depositor will have various rights and obligations under the related Trust Agreement, including (i) removal of the Servicer upon the occurrence and continuance of a Servicer Default relating to the applicable series of Notes, (ii) appointment of a successor trustee upon resignation and removal of the Trustee of the related Issuing Entity, and (iii) indemnification of the Trustee of the related Issuing Entity. Notwithstanding the foregoing, the rights of the Depositor, as holder of the Certificates of a series, to take any action affecting the related Issuing Entity’s Estate will be subject to the rights of the Indenture Trustee under the related Indenture.

     For more information regarding the rights and obligations of the Depositor upon the initial issuance of a series of Notes, you should refer to “Description of the Trust Agreement” in this Prospectus.

     The principal office of the Depositor is located at 990 West 190th Street, M-9-A, Torrance, California 90502, and its telephone number is (310) 719-8509. In July 2006, the principal executive offices of the Depositor are scheduled to be relocated to Nashville, Tennessee.

NISSAN MOTOR ACCEPTANCE CORPORATION

Overview

     NMAC was incorporated in the state of California in November 1981 and began operations in February 1982. NMAC is a wholly owned subsidiary of Nissan North America, Inc. (“NNA”), the primary distributor of Nissan and Infiniti vehicles in the United States.

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NNA is a direct wholly owned subsidiary of Nissan Motor Co., Ltd., a Japanese corporation (“Nissan”), which is a worldwide manufacturer and distributor of motor vehicles and industrial equipment.

     NMAC provides indirect retail automobile and light-duty truck loan and lease financing by purchasing consumer installment sales contracts and leases from authorized Nissan and Infiniti vehicle dealers and, to a lesser extent other domestic and import franchised dealers in all 50 states of the United States. NMAC also provides direct wholesale financing to many of those dealers, by financing inventories and other dealer activities such as business acquisitions, facilities refurbishment, real estate purchases and working capital requirements.

     The consumer installment sales contracts NMAC purchases are sourced from dealers and are for new, “near-new,” used and certified near-new and used automobiles. A “near-new” vehicle is defined as any make vehicle up to three model years old. NMAC introduced the “near-new” classification in April 1995 principally to distinguish off-lease vehicles from other used vehicles. A used vehicle is defined as any pre-owned Nissan or Infiniti vehicles four or five model years old, and other makes of pre-owned vehicles up to five model years old. Certified vehicles are Nissan and Infiniti vehicles which have been inspected by dealers and that meet certain published standards. The leases NMAC purchases are for new-vehicle, closed-end lease contracts also sourced from the Dealers. See “The Leases – General.” Any leased vehicle not purchased by the lessee at the residual value stated in the lease is returned to NMAC for sale through auction. See “– Lease Termination” and “– Methods of Vehicle Disposal.” NMAC collects payments and services the leases and sales contracts, employing various collection methods including a behavioral-based collection strategy to minimize risk of loss.

     NMAC extends credit lines to Nissan and Infiniti dealers that operate exclusive Nissan and Infiniti dealerships, to dealers that operate Nissan, Infiniti and non-Nissan and non-Infiniti franchises in one dealership, and also to dealers that operate dealerships franchised by non-Nissan and non-Infiniti manufacturers for their purchase of inventories of new and used Nissan, Infiniti and other vehicles in the normal course of business. Dealers who have non-Nissan and non-Infiniti franchises may use part of NMAC’s financing, pursuant to their related wholesale financing agreement, to finance vehicles purchased from other manufacturers. NMAC also extends term loans and revolving lines of credit to dealers for business acquisitions, facilities refurbishment, real estate purchases, construction and working capital requirements.

     The principal executive office of NMAC is located at 990 West 190th Street, Torrance, California 90502, and its telephone number is (310) 719-8000. In July 2006, the principal executive offices of NMAC are scheduled to be relocated to Nashville, Tennessee. NMAC also has a centralized operations center in Irving, Texas, which performs underwriting, servicing and collection activities. Certain back office operations, including finance, accounting, legal and human resources, have been reorganized as functional departments under NNA. The effect has been to lower costs, streamline processes and improve communication.

Financing Operations

     Retail Financing

     NMAC primarily purchases new and used vehicle and financing contracts from Nissan, Infiniti and, to a lesser extent, other domestic and import franchise dealers. Contracts that are purchased must comply with NMAC’s underwriting standards and other requirements under existing agreements between NMAC and the dealers. After purchasing the financing contracts, NMAC has responsibility for contract administration and collection. See “___Lease Underwriting Procedures.”

     The retail installment sales contracts NMAC acquires from dealers generally name NMAC as assignee and as the secured party. NMAC also takes steps under the relevant laws of the state in which the related financed vehicle is located to perfect its security interest, including, where applicable, having a notation of NMAC’s lien recorded on the related certificate of title and obtaining possession of that certificate of title. As a result, NMAC has the right to repossess the assets if customers fail to meet contractual obligations as well as the right to enforce collection actions against the obligors under the contracts. Upon default, NMAC sells the vehicles through auctions. Repossessed vehicles are sold through a variety of distribution channels. Substantially all of NMAC’s retail financing receivables are non-recourse to the dealers, which relieves the dealers from financial responsibility in the event of repossession.

     Wholesale and Other Dealer Financing

     NMAC supports vehicle dealers by offering wholesale and other dealer financing for a variety of dealers’ business needs.

     Wholesale Financing. NMAC provides wholesale financing to vehicle dealers for their purchase of inventories of new and used Nissan, Infiniti and other vehicles in the normal course of business for their sale to retail buyers and lessees. NMAC acquires a

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security interest in vehicles financed under wholesale loans, which NMAC perfects through UCC filings. These financings in some cases may be backed by a subordinated security interest in parts inventory, machinery, tools, equipment, fixtures and service accounts of dealers or real estate owned by a dealer and/or may be guaranteed by a dealer’s parent holding company or affiliate, or personally by the dealers’ principal and unless waived, from other owners of 10% interests or more in the dealership entity.

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

     NMAC extends credit to newly franchised dealers from time to time based on established credit criteria. NMAC’s credit decisions for new franchised dealers requesting a new credit line are based on NMAC’s investigation and review of the dealer’s financial status and bank references, as well as its marketing capabilities, financial resources and credit requirements. When an existing dealer requests the establishment of a wholesale new vehicle credit line, NMAC typically reviews the dealers’ credit reports, including the experience of the dealer’s operations and management, including evaluating any factory reference and marketing capabilities.

     Other Dealer Financing. NMAC extends term loans and revolving lines of credit to dealers for business acquisitions, facilities refurbishment, real estate purchases, construction, and working capital requirements. These loans are typically secured with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate, and usually are guaranteed by the personal or corporate guarantees of the dealer principals, and unless waived, from other owners of 10% interests or more in the dealership entity, or dealerships. NMAC also provides financing to various multi-franchise dealer organizations, referred to as dealer groups, for wholesale, working capital, real estate, and business acquisitions. These loans are typically collateralized with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate. NMAC obtains a personal guarantee from the dealer, and unless waived, owners of 10% interests or more in the dealership entity or corporate guarantee from the dealership when deemed prudent. Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover NMAC’s exposure under such agreements.

     Lease Financing

     NMAC has established a titling trust that purchases new vehicle, closed-end fixed rate lease contracts originated through the Dealers. All of the Dealers have entered into agreements with NMAC or Infiniti Financial Service, which is a division of NMAC, pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to the titling trust. The titling trust was created in 1998 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The titling trust issued to NILT Trust, a subsidiary of NMAC, a beneficial interest in the undivided trust interest representing the entire beneficial interest in unallocated assets of the titling trust. For more information regarding NMAC’s lease financing business, you should refer to “ — Lease Underwriting Procedures” in this Prospectus.

NMAC Responsibilities in Securitization Program

     The primary funding source for NMAC has been the packaging and sale of loans and leases through asset-backed securitization, or “ABS,” transactions. Three types of assets are sold through NMAC’s ABS program: retail loans, operating leases and floorplan loans to dealers. As described in more detail below, NMAC’s primary responsibilities with respect to each type of securitized assets consist of (i) acquiring the loans and leases from Nissan and Infiniti dealers, (ii) selling the loans and leases to a special purpose entity in connection with an ABS transaction, and (iii) servicing the loans and leases throughout the life of the ABS transaction.

     Retail Loans

     The retail loans purchased by NMAC (each, a “retail receivable”) are underwritten using NMAC’s standard underwriting procedures, which emphasize, among other factors, the applicant’s willingness and ability to pay and the value of the vehicle to be financed. You should refer to “—Lease Underwriting Procedures” in this Prospectus for more detailed information regarding NMAC’s underwriting standards.

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

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     NMAC will act as the servicer and, in that capacity, will handle all collections, administer defaults and delinquencies and otherwise service the retail receivables. NMAC considers a retail receivable to be past due when the obligor under the contract fails to make a payment by the due date and delinquent when 20% or more of a scheduled payment is 15 days past due. If a payment is delinquent, NMAC will soon thereafter initiate telephone contacts and may mail notices requesting payment. If the delinquent receivable cannot be brought current or completely collected within 60 to 90 days, NMAC generally attempts to repossess the vehicle. NMAC holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement and then sells those vehicles. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the retail receivable are pursued by or on behalf of NMAC to the extent practicable and legally permitted. NMAC attempts to contact the obligor of the contract and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

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

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

     Loans to Dealers

     NMAC extends credit to dealers to finance their inventory of automobiles and light-duty trucks based upon established credit lines. Each dealer requesting to establish a credit line is evaluated by NMAC’s commercial credit department based on several criteria, including the dealers’ credit reports, bank references and the dealer’s current state of operations and management. See “– Financing Operations” above.

     Upon approval, each dealer enters into an automotive wholesale financing and security agreement with NMAC (each, an “account”) which provides NMAC, among other things, with a first priority security interest in the financed vehicles. The principal and interest payments received on each account are the “floorplan receivables.” In connection with each ABS transaction involving floorplan receivables, NMAC will designate certain accounts and sell the floorplan receivables arising from those accounts to Nissan Wholesale Receivables Corporation II (“NWRC II”), a Delaware corporation and a wholly owned subsidiary of NMAC. NWRC II will then re-sell the floorplan receivables to the issuing entity issuing notes secured by those floorplan receivables.

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

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

     Upon the sale of a NMAC financed vehicle, NMAC is entitled to receive payment in full of the related advance within 10 calendar days of the sale, but not later than two business days after the dealership has received payment therefor. Dealers remit payments by check or electronically directly to NMAC. If the financed vehicle is not sold or leased within a year, advances for such vehicle is typically due in the twelfth month after the date funded, but, with NMAC approval, may be repaid in equal monthly installments beginning on the thirteenth month.

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

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     Lease

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

Lease Underwriting Procedures

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

     NMAC’s credit decision is influenced by, among other things, the applicant’s credit score as obtained by NMAC from the three national credit bureaus Equifax, Experian and TransUnion. A lease application may be reviewed by the credit officers within NMAC’s consumer credit department. Depending on their level and experience, credit officers may have the authority to approve or deny certain types of lease applications. For example, newly hired credit analysts are assigned level 1 authority, which allows them to approve applications with a FICO Score of 620 and above and amounts up to $30,000 ($50,000 for analysts assigned to Infiniti Financial Services.) Senior Credit Analysts are given level 2 authority, which allows them to approve applications with a FICO Score as low as 500 and amounts up to $75,000. A credit supervisor has level 3 authority, and may approve amounts up to $150,000 for any FICO Score. Finally, level 4 authority is reserved for the regional credit manager, the senior manager of the consumer credit and risk management departments, and the regional financial service managers, all of whom can approve or deny any type of lease application.

     NMAC makes its final credit decision based upon the degree of credit risk with respect to each lease applicant. NMAC also uses a repeat customer algorithm to grant pre-approvals to existing lease customers. From September 1996 through October 2001, NMAC utilized its own empirically derived scorecards. However, for competitive reasons, NMAC switched to risk models developed by Fair, Isaac and Company, Inc. beginning October 4, 2001. These generic scorecards (“FICO Scores”) allow Dealers to enter into financing contracts with customers during hours that NMAC is not open for business.

Determination of Residual Values

     The value of the Notes being issued is based on the aggregate Securitization Value of the Leases and the related Leased Vehicles. The term “Securitization Value” means, for each Lease and the related Leased Vehicle, (a) as of the maturity date of the related Lease, an amount equal to the base residual of the related Leased Vehicle and (b) as of any date other than the maturity date of the related Lease, an amount equal to the sum of the present value of the remaining monthly lease payments and the base residual, the calculation of such amount will be more fully described in the applicable prospectus supplement. The base residual of the related Leased Vehicle will be calculated as provided in the applicable prospectus supplement, and is based on the expected value of the Leased Vehicle at Lease termination.

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

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

Remarketing Program

     NMAC handles all remarketing of leased vehicles, including customer service, collections, accounting, the end of term process and titling. NMAC’s remarketing department conducts a direct mail campaign to lessees at 180 days, 120 days, 90 days, and 30 days prior to the lease maturity date.

• 180 day mailer - explains end of lease options, information on the end of term process and product information. A business reply card is enclosed for the lessee to indicate whether or not he intends to purchase the leased vehicle at the end of the lease term.

• 120 day mailer - explains end of term options, end of term process and the owner loyalty program. A business reply card is also included.

• 90 day mailer - explains end of term options, end of term process and provides more in-depth information regarding the pre-return and inspection process. A brochure describing excessive wear and tear and a key assessment card are also included, along with a pre-approval certificate (if the lessee qualifies) and information on the owner loyalty program.

• 30 day letter - explains end of lease responsibilities with regard to the federal odometer statement and the vehicle condition report.

At 90 days to maturity, NMAC’s Lease Customer Network Department (“LCN”) begins placing calls to a lessee to:

• Obtain the lessee’s end of term intentions and document the current mileage on the lease vehicle;

• Determine the date the lessee plans to return the vehicle and the dealership to which the vehicle will be returned;

• Assist and educate the lessee regarding the end of lease process;

• Advise the lessee of the need for a complimentary pre-termination inspection of the vehicle that can be conducted at the lessee’s home or place of business, and transfer the lessee to NMAC’s independent inspection company to schedule an appointment;

• Advise the lessee (if any repairs are made to the vehicle after it has been pre-inspected) to contact LCN to schedule another inspection;

• Advise the lessee to schedule an appointment with the Dealer for return of the vehicle;

• Provide the lessee with information on special extension offers, programs, or models;

• Answer questions and resolve issues with the lessee regarding end of lease liability statement;

• Provide product brochures on new models;

• Advise the lessee to sign and retain a copy of the federal odometer statement completed at the dealership upon return of the vehicle; and

• If applicable, advise the lessee of state-specific rights pertaining to the pre-termination vehicle inspection and/or counter inspection of the lessee’s vehicle.

Lease Vehicle Maintenance

     Each NMAC form of lease provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all damage to the leased vehicle and for its loss, seizure or theft. At the

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

Methods of Vehicle Disposal

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

     Each lease provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the related Contract Residual. If the lessee does not exercise this option, the related Dealer has the option to purchase the vehicle at the Contract Residual. Vehicles that are not purchased by the lessee or the Dealer are turned over to NMAC for sale. Returned vehicles that meet certain mileage / condition parameters are then offered for sale to other Nissan or Infiniti dealers at the Contract Residual over the internet utilizing the Nissan or Infiniti Remarketing Portfolio Management (“RPM”) electronic grounding, recovery and sales system. The RPM system provides an electronic grounding, recovery and sales procedure for the dealership to use at lease termination to obtain the vehicle odometer statement and electronic customer signature. The RPM system is also used by the grounding dealer to purchase the returned vehicles at the Contract Residual. Dealers that purchase vehicles via the RPM system are charged electronically for the amount of the Contract Residual and then have the responsibility for transporting the vehicle from the grounding dealer to their own dealership. If neither the lessee nor the grounding dealer decides to purchase the returned vehicle, the returned vehicle is made available for purchase to non-grounding Nissan and Infiniti dealers over the RPM system at an amount equal to the Contract Residual. After a two day sale period, returned vehicles that have not been sold electronically are then sent by the vehicle remarketing department to auction. NMAC uses a system of auto auctions throughout the United States. NMAC views speed and efficiency of operations as the most critical aspects of managing off-lease vehicle inventory. NMAC has an internal target of 45 days from the time a leased vehicle is turned in until it is sold at auction. Credit repossessions are handled in accordance with various state requirements.

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

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

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

     NMAC has regular sales at major auction locations throughout the United States. NMAC’s highest volume has historically been in the northeast region. From time to time, auction capacity and demand for pre-owned vehicles in the northern markets is insufficient

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to absorb the volume. Therefore, NMAC will transport vehicles to different regions where it perceives there to be a greater demand in order to maximize the vehicles’ recovery values.

Insurance on the Leased Vehicles

     NMAC’s form of lease requires that lessees maintain motor vehicle liability and motor vehicle physical damage insurance on the leased vehicle. The motor vehicle liability coverage must provide minimum limits of $100,000 per person and $300,000 combined limit per accident for bodily injury to third parties, and $50,000 for damage to the property of third parties ($30,000 in Hawaii). These limits exceed the statutory minimums required by many states. The insurance policy must name the Titling Trust, or the Titling Trustee, on behalf of the Titling Trust, as an additional insured and loss payee. The motor vehicle physical damage coverage must provide comprehensive and collision coverage for the actual cash value of the vehicle, with maximum deductibles of $1,000 for each such coverage. Since lessees may choose their own insurers to provide the required coverage, the specific terms and conditions of policies vary. NMAC requires lessees to provide evidence that the specified insurance coverage and additional insured loss payee provisions are in effect at the inception of the lease. If a lessee does not have appropriate insurance at the time of registration, NMAC’s policies and procedures require it to repossess the related vehicle. NMAC’s historical experience and expectation is that the number of leased vehicles repossessed as a result of the failure of the lessee to maintain appropriate insurance has not been and will not be material.

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

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

Contingent and Excess Liability Insurance

     In addition to the personal property and liability insurance coverage required to be obtained and maintained by the lessees pursuant to the leases, and as additional protection if a lessee fails to maintain the required insurance, NMAC maintains contingent liability or similar types of insurance for the benefit of, among others, NMAC, the Titling Trustee, on behalf of the Titling Trust, the UTI Beneficiary, the Depositor and each Issuing Entity issuing a series of Notes, against third party claims that may be raised against the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, with respect to any leased vehicle owned by the Titling Trust (the “Contingent and Excess Liability Insurance”). The Contingent and Excess Liability Insurance provides primary coverage of $1 million combined single limit coverage per occurrence and excess coverage of $15 million combined single limit each occurrence, without limit on the number of occurrences in any policy period. Claims could be imposed against the assets of the Titling Trust, in excess of such coverage. In that event, you could incur a loss on your investment. See “Risk Factors — Vicarious tort liability may result in a loss,” “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI” and “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability” for a discussion of related risks.

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

     The Servicing Agreement for each Issuing Entity will provide that for so long as any of the related series of Notes are outstanding, neither the Titling Trustee nor NMAC may terminate or cause the termination of any Contingent and Excess Liability Insurance policy unless (i) a replacement insurance policy is obtained that provides coverage against third party claims that may be raised against the Titling Trust, the Trustee on behalf of the Titling Trust or the related Issuing Entity in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of $15 million combined single limit each occurrence without limit on the number of occurrences in any policy period (which insurance policy may be a blanket insurance policy covering the Servicer and one or more of its affiliates), and (ii) each rating agency then rating that series of Notes (each, a “Rating Agency”) receives prior written notice of such termination and any replacement insurance. These obligations of NMAC will survive any termination of NMAC

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as Servicer under the related Servicing Agreement, until such time as claims can no longer be brought that would be covered by such insurance policies, whether as a result of the expiration of any applicable statute of limitations period or otherwise.

Collection and Repossession Procedures

     There are two methods for lessees to make monthly lease payments. Most lessees mail payments, along with a payment statement, to one of four lockboxes. A small percentage of lessees use NMAC’s automated clearinghouse system, others utilize a pay by phone system or cash payments through Western Union. Lease payments are due on the 1^st through the 28th day of each calendar month. All payments received by NMAC will be deposited into the related collection account within two business days after receipt, unless certain conditions as set forth in the related Servicing Agreement have been met, which would then permit deposits on a monthly basis. See “Description of the Servicing Agreement — Collections.”

     NMAC considers a lease to be delinquent when 5% or more of the payment amount is past due. If a lease is delinquent, NMAC will charge a late fee where permissible and not exceeding statutory limits for each month that the lease is delinquent. Since August 2000, NMAC has utilized behavioral based campaigns in its collection activities. The behavioral based campaigns are comprised of two areas in addressing delinquent lessees. The first assesses the risk of the delinquent lessee through a behavioral scoring algorithm. The algorithm prioiritizes the lessee from high to low risk and calling campaigns are structured to target high-risk lessees. Secondly, based on the score, management determines the best strategy for past due letters. Assessing the score allows the managers to focus resources on higher risk lessees. Lower risk lessees may receive no communication from NMAC unless the delinquency becomes more severe. If the delinquent lease cannot be brought current or completely collected within 60 to 90 days, NMAC generally attempts to repossess the related leased vehicle. NMAC holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement and then sells or otherwise disposes of the vehicles. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the lease are pursued by or on behalf of NMAC to the extent practicable and legally permitted. See “Additional Legal Aspects of the Leases and Leased Vehicles — Deficiency Judgments.” NMAC attempts to contact lessees and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

Extensions and Pull-Forwards

     On occasion, NMAC may extend the term of a lease if the lessee requests such extension and is not in default on any of its obligations under the lease and if the lessee agrees to continue to make monthly payments (each, a “Term Extension”). Lessees at the end of a lease who intend to lease or purchase another Nissan or an Infiniti automobile but cannot do so at lease maturity for reasons such as awaiting delivery of a new vehicle, preference for the next model year or other timing circumstances, may qualify for a lease term extension of up to six months. Lessees who wish to extend their lease term beyond six months (up to one year) of the Lease Maturity Date must sign a lease extension agreement with NMAC.

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

     NMAC, as Servicer, may also permit a lessee to terminate a lease prior to its maturity in order to allow such lessee, among other things, (i) to enter into a new lease contract for a different Nissan or Infiniti vehicle or (ii) to purchase a different Nissan or Infiniti vehicle, provided that the lessee is not in default on any of its obligations under the related Lease and the financing of the related vehicle is provided by NMAC (each, a “Pull-Forward”). In the case of such early termination, all Pull-Forward Payments due and payable by the lessee under the lease will be paid and deposited in the related Collection Account within the time period required for the Servicer to deposit collections into the related Collection Account. The lessee will still be responsible for (a) any amounts assessed by the Servicer as a result of excessive wear and tear, (b) any excess mileage charge for the period for which the lease was in effect, pro-rated monthly and (c) any taxes related to the termination of the lease.

     The “Pull-Forward Payment” with respect of any lease will mean, an amount equal to the sum of (a) any due and unpaid payments under that Lease plus (b) the monthly payment amount multiplied by the number of monthly payments not yet due with respect to that Lease.

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Delinquency, Repossession and Loss Data

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

Like Kind Exchange

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

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

• In order to enable NMAC to take advantage of the tax deferral, the Matured Vehicle or the Defaulted Vehicle will be reallocated from the related SUBI to the UTI at the same time and in exchange for the same dollar amount that such Matured Vehicle or Defaulted Vehicle is sold at auction. See “Description of the Servicing Agreement – Sale and Disposition of Leased Vehicles.”

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

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

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

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

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

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

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

THE LEASES

General

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

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

• was originated in the United States,

• provides for level payments that fully amortize the adjusted capitalized cost of the Lease at a contractual annual percentage rate (the “Lease Rate”) to the related Contract Residual over the Lease Term, and

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

     The Servicing Agreement for each Issuing Entity provides that if the Titling Trustee, NMAC, the related Trustees or the Depositor discovers a breach of any representation, warranty or covenant referred to in the preceding paragraph that materially and adversely affects the interest of the Issuing Entity in the related Lease or Leased Vehicles, and such breach is not cured in all material respects on or before the date specified in the applicable Prospectus Supplement, the Lease and related Leased Vehicle will be reallocated to the UTI. In connection with such reallocation, NMAC will be required to remit the Repurchase Payment to the Issuing Entity. Under some circumstances, the Servicer will be required to make Repurchase Payments in respect of Leases as to which the Servicer grants a Term Extension and, in certain circumstances, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will be required to make Repurchase Payments in respect of Leases as to which the related lessee changes the domicile of or title to a Leased Vehicle to a Restricted Jurisdiction. See “Description of the Servicing Agreement – Purchase of Leases Before Their Lease Maturity Dates.”

     Each Lease will be a closed-end lease. Over the term of each Lease (the “Lease Term”), the lessee is required to make level monthly payments intended to cover the cost of financing the related Leased Vehicle, scheduled depreciation of the Leased Vehicle and certain sales, use or lease taxes. From each payment billed with respect to a Leased Vehicle, the amounts that represent the financing cost and depreciation of the Leased Vehicle (including any capitalized amounts, such as insurance and warranty premiums) (the “Monthly Payment”) will be available to the related Issuing Entity to make payments in respect of the Notes and Certificates. At the scheduled end of the Lease Term (the “Lease Maturity Date”), the lessee has two options:

(1)

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

(2)

the lessee can return the Leased Vehicle to, or upon the order of, the lessor and pay an amount (the “Disposition Amount”) determined by adding (a) any due but unpaid payments and other charges under the Lease, (b) any amounts assessed by the Servicer as a result of excessive wear and tear, (c) any excess mileage charge for the period for which the Lease was in effect, pro-rated monthly and (d) any taxes related to the termination of the Lease.

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

Early Termination

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

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

1.	the failure by a lessee to make a payment when due,
2.	the failure of the lessee to provide truthful information on the credit application,
3.	the failure of the lessee to maintain insurance coverage required by the Lease,

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4.	the failure of the lessee to timely or properly perform any obligation under the Lease,
5.	the bankruptcy or other insolvency of the lessee or
6.	any other act by the lessee constituting a default under applicable law.

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

1.	the Disposition Amount (including payments accrued under the Lease through the date of termination),
2.	the Early Termination Charge,
3.	collection, repossession, transportation, storage and Disposition Expenses, and
4.	reasonable attorneys’ fees and court costs, to the extent permitted by law.

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

     A Lease may also terminate prior to its Lease Maturity Date if the related Leased Vehicle has been lost, stolen or damaged beyond economic repair (each, a “Casualty Termination” and, together with a Lessee Initiated Early Termination and a Credit Termination, the “Early Lease Terminations”). If the Leased Vehicle is stolen (and not recovered) or destroyed, and, so long as the lessee has complied with the lessee’s insurance obligations under the Lease and is not otherwise in default of its obligations under the Lease, the lessee’s insurance covers the casualty, the Servicer will accept the amount of the applicable deductible paid by the lessee and the actual cash value paid by the lessee’s insurance company (“Insurance Proceeds”) in full satisfaction of the lessee’s obligations under the Lease. If the Insurance Proceeds exceed the amount of the lessee’s obligations under the Lease, the excess will not be refunded to the lessee unless otherwise required by applicable law and will be available to the related Issuing Entity to make payments in respect of the related series of Notes. Conversely, if the Insurance Proceeds are less than the amount of the lessee’s obligations under the Lease, the shortfall will reduce the amount available to the related Issuing Entity for distribution to the Noteholders of the related series. If the lessee owes any past due payments or other amounts under the Lease, the Servicer may use the related Security Deposit to offset such amounts. [Any Insurance Expenses incurred by the Servicer will be reimbursable to the Servicer as a deduction from Net Insurance Proceeds.]

Security Deposits

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

Representations, Warranties and Covenants

     The Leases and Leased Vehicles allocated to a SUBI for a particular Issuing Entity will be described in a schedule appearing as an exhibit to the related SUBI Supplement that will identify for each Lease:

• the identification number of the Lease,

• the identification number of the related Leased Vehicle,

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• the related Lease Maturity Date and

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

     In the Servicing Agreement for each Issuing Entity, NMAC will make representations and warranties with respect to each Lease and related Leased Vehicle as described generally in the first paragraph under “The Leases — General” and in greater detail in the related prospectus supplement. The Servicing Agreement for each Issuing Entity will also provide that if the Titling Trustee, NMAC, the Trustee of the related Issuing Entity, the Indenture Trustee or the Depositor discovers a breach of any representation, warranty or covenant referred to under “The Leases – General,” which materially and adversely affects the related Trust’s interest in the Lease or Leased Vehicle, and which breach is not cured in all material respects prior to the end of the collection period that includes the 60^th day (or, if the servicer elects, an earlier date) after the date that the Servicer discovers such breach (whether pursuant to such notice or otherwise), the noncompliant Lease and related Leased Vehicle (and any other related SUBI Assets) will be reallocated to the UTI or transferred to the Servicer on the deposit date related to such collection period. In connection with this reallocation, NMAC will be required to deposit (or cause to be deposited) into the related Collection Account the Repurchase Payment on the deposit date related to such collection period.

     Upon such payment, the related Lease and Leased Vehicle will no longer constitute assets of the related SUBI. The foregoing payment obligation will survive any termination of NMAC as Servicer under the related Servicing Agreement. Under some circumstances, the Servicer will be required to make Repurchase Payments in respect of Leases as to which the Servicer grants a Term Extension and, in certain circumstances, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will be required to make Repurchase Payments in respect of Leases as to which the related lessee changes the domicile of or title to a Leased Vehicle to a Restricted Jurisdiction. See “Description of the Servicing Agreement – Purchases of Leases Before Their Lease Maturity Dates.”

MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

General

     Information regarding maturity and prepayment considerations with respect to each series of Notes is set forth under “Weighted Average Life of the Notes” in the applicable Prospectus Supplement and “Risk Factors — You may experience reduced returns on your investment resulting from prepayments, repurchases or early termination of the trust” in this Prospectus. The rate of payment of principal of each class of Notes will depend primarily on the rate of payment on the related Leases and the Leased Vehicles (including scheduled payments on and prepayments and liquidations of the Leases) and losses on those Leases and Leased Vehicles, which cannot be predicted with certainty.

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

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

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

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

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

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

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scheduled payment date. If Lease prepayments cause the principal of the related class or series of Notes to be paid earlier than anticipated, the related Noteholders will bear the risk of being able to reinvest principal payments at interest rates at least equal to the interest rates payable on the Notes.

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

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

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

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

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

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

• the investor’s assumed reinvestment rate.

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

     In addition, if not previously paid prior to such time, the Notes of a series will be prepaid in full if the Servicer has an option to purchase the related SUBI Certificate and other assets of the Issuing Entity and exercises that option. See “Description of the Trust Agreement – Termination” in this Prospectus and “Additional Information Regarding the Securities – Optional Purchase” in the applicable Prospectus Supplement.

NOTE FACTORS AND TRADING INFORMATION

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

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

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

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THE NOTES

General

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

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

Principal of and Interest on the Notes

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

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

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

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

     If a series of Notes includes two or more classes of Notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination thereof, of each of those classes will be set forth in the applicable Prospectus Supplement. Payments of principal and interest of any class of Notes will be made on a pro rata basis among all the Noteholders of that class.

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ADDITIONAL INFORMATION REGARDING THE NOTES

Fixed Rate Notes

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

Floating Rate Notes

     Each class of Floating Rate Notes will bear interest during each applicable Accrual Period at a rate per annum determined by reference to an interest rate basis (the “Base Rate”), plus or minus the Spread, if any, in each case as specified in the applicable Prospectus Supplement.

     The “Spread” is the number of basis points to be added to or subtracted from London Interbank Offered Rate (“LIBOR”) applicable to the Floating Rate Notes.

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

1.	daily, each Business Day;
2.	weekly, the Wednesday of each week (with the exception of weekly reset Treasury Rate Notes which will reset the Tuesday of each week);
3.	monthly, the third Wednesday of each month;
4.	quarterly, the third Wednesday of March, June, September and December of each year;
5.	semiannually, the third Wednesday of the two months specified in the applicable Prospectus Supplement; and
6.	annually, the third Wednesday of the month specified in the applicable Prospectus Supplement.

     If any Interest Reset Date for a Floating Rate Note would otherwise be a day that is not a Business Day, that Interest Reset Date will be postponed to the next succeeding day that is a Business Day and if that Business Day falls in the next succeeding calendar month, that Interest Reset Date will be the immediately preceding Business Day. Unless specified otherwise in the applicable Prospectus Supplement, “Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York; Minneapolis, Minnesota; Wilmington, Delaware; or Los Angeles, California are authorized or obligated by law, regulation, executive order or decree to be closed. A Business Day also must be a day that is a London Business Day. “London Business Day” means any day (a) if the Index Currency is other than the Euro, on which dealings in deposits in that Index Currency are transacted in the London interbank market or (b) if the Index Currency is the Euro, a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (“TARGET system”) is open and on which commercial banks and foreign exchange markets settle payments in London and New York.

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

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

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

     For Floating Rate Notes calculated on a 30/360 basis, accrued interest for an Accrual Period will be computed on the basis of a 360-day year consisting of twelve 30-day months, irrespective of how many days are actually in that Accrual Period. With respect to any Floating Rate Note that accrues interest on a 30/360 basis, if any Payment Date, including the related final scheduled Payment Date, falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date that payment was due, and no interest will accrue on the amount so payable for the period from and after that Payment Date. The “Accrual Period” with respect to any class of Floating Rate Notes will be set forth in the applicable Prospectus Supplement.

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

     Each Issuing Entity with respect to which a class of Floating Rate Notes will be issued will appoint, and enter into agreements with, a calculation agent (each, a “Calculation Agent”) to calculate interest rates on each class of Floating Rate Notes issued with respect thereto. The applicable Prospectus Supplement will set forth the identity of the Calculation Agent for each class of Floating Rate Notes of a given series, which may be the related Trustee or Indenture Trustee with respect to that series. All determinations of interest by the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on the holders of Floating Rate Notes of a given class. All percentages resulting from any calculation on Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from that calculation on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

     Each Floating Rate Note will bear interest for each Interest Reset Period at an interest rate calculated with reference to LIBOR and the Spread, if any, specified in that Note and in the applicable Prospectus Supplement.

     “LIBOR” for each Interest Reset Period will be determined by the Calculation Agent for that LIBOR Note as follows:

1.

If “LIBOR Telerate” is specified in the applicable Prospectus Supplement, or if none of “LIBOR Reuters,” “LIBOR Bloomberg” and “LIBOR Telerate” is specified in the applicable Prospectus Supplement as the method for calculating LIBOR, LIBOR will be the rate for deposits in the Index Currency having the Index Maturity designated in the applicable Prospectus Supplement commencing on the second London Business Day immediately following the applicable Interest Determination Date (as defined in the applicable Transfer and Service Agreement) that appears on the Designated LIBOR Page specified in the applicable Prospectus Supplement as of 11:00 a.m. London time, on the applicable Interest Determination Date.

If “LIBOR Reuters” is specified in the applicable Prospectus Supplement, LIBOR will be the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity designated in the applicable Prospectus Supplement, commencing on the second London Business Day immediately following the applicable Interest Determination Date, that appear on the Designated LIBOR Page specified in the applicable Prospectus Supplement as of 11:00 a.m. London time, on the applicable Interest Determination Date, if at least two offered rates appear (except as provided in the following sentence). If the Designated LIBOR Page by its terms provides for only a single rate, then the single rate will be used.

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If “LIBOR Bloomberg” is specified in the applicable Prospectus Supplement, LIBOR will be the arithmetic mean of the offered rates (unless the specified Designated LIBOR Page by its terms provides only for a single rate, in which case that single rate will be used) for deposits in the Index Currency having the Index Maturity designated in the applicable Prospectus Supplement, commencing on the second London Business Day immediately following that Interest Determination Date, that appear on the Designated LIBOR Page specified in the applicable Prospectus Supplement as of 11:00 a.m. London time, on that Interest Determination Date, if at least two offered rates appear (unless, as described above, only a single rate is required) on that Designated LIBOR Page.

2.

With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the applicable Designated LIBOR Page as specified above, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the applicable Prospectus Supplement, 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 the applicable Interest Determination Date and in a principal amount that is representative for a single transaction in the applicable Index Currency 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., or such other time specified in the applicable Prospectus Supplement, in the applicable Principal Financial Center, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in that Principal Financial Center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the applicable Prospectus Supplement and in a principal amount that is representative for a single transaction in the Index Currency 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.

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

     “Designated LIBOR Page” means either:

1.	If “LIBOR Telerate” is designated in the applicable Prospectus Supplement or none of “LIBOR Reuters,” “LIBOR Bloomberg” and “LIBOR Telerate” is specified in the applicable Prospectus Supplement as the method for calculating LIBOR, the display on Bridge Telerate, Inc. or any successor service on the page designated in the applicable Prospectus Supplement or any page as may replace the designated page on that service or for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency;
2.	If “LIBOR Reuters” is designated in the applicable Prospectus Supplement, the display on the Reuters Monitor Money Rates Service or any successor service on the page designated in the applicable Prospectus Supplement or any other page as may replace the designated page on that service for the purpose of displaying the London interbank offered rates of major banks for the applicable Index Currency; or
3.	If “LIBOR Bloomberg” is designated in the applicable Prospectus Supplement, the display on Bloomberg on the page designated in the applicable Prospectus Supplement (or another page that may replace that designated page on that service for the purpose of displaying London interbank rates of major banks) for the applicable Index Currency.

     “Principal Financial Center” means, the capital city of the country to which the Index Currency relates, except that with respect to U.S. dollars, Euro, Deutsche marks, Canadian dollars, Portuguese escudos, South African rand, Swiss francs and Dutch guilders, the Principal Financial Center will be the City of New York, London, Frankfurt, Toronto, London, Johannesburg, Zurich and Amsterdam, respectively, or as specified in the applicable Prospectus Supplement.

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Credit Enhancement

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

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

     Subordination Between Classes

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

     The applicable Prospectus Supplement will also set forth information concerning:

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

• the circumstances in which that subordination will be applicable,

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

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

     Subordination of Certificates to Notes

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

     Reserve Account

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

     Letter of Credit

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

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conditions as are specified in the applicable Prospectus Supplement. The maximum liability of an issuer of a letter of credit will be set forth in the applicable Prospectus Supplement.

     Surety Bond or Insurance Policy

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

No Cross-Default / Cross-Collateralization

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

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

Book-Entry Registration

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

     General

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

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

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

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

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

     Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Banking Luxembourg or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary. However, each of these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Banking Participants and Euroclear Participants may not deliver instructions directly to the Depositaries.

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

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

     Purchases of Notes of one or more series under the DTC system must be made by or through Direct Participants, which will receive a credit for those Notes on DTC’s records. The ownership interest of each actual purchase of each Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmation from DTC providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished by entries made on the books

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of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Notes, except in the event that use of the book-entry system for the Notes is discontinued.

     To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC will be registered in the name of DTC’s partnership nominee, Cede or such other name as may be requested by an authorized representative of DTC. The deposit of Notes with DTC and their registration in the name of Cede will effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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

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

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

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

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

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

     Euroclear was created in 1968 to hold securities for participants of the Euroclear System (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of various currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries generally similar

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to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator” or “Euroclear”), under contract with Euroclear Clearance System S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for the Euroclear System on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters, agents or dealers with respect to any class or series of Notes offered by this Prospectus and each accompanying Prospectus Supplement. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

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

     Payments with respect to Notes held through Clearstream Banking Luxembourg or Euroclear will be credited to the cash accounts of Clearstream Banking Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its Depositary. Those payments will be subject to tax withholding in accordance with relevant United States tax laws and regulations. See “Material Federal Income Tax Consequences.” Clearstream Banking Luxembourg or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a Noteholder on behalf of a Clearstream Banking Participant or Euroclear Participant only in accordance with its relevant rules and procedures and subject to its Depositary’s ability to effect those actions on its behalf through DTC.

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

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

Definitive Notes

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

1.	DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the Notes of that series and none of the Depositor, the related Indenture Trustee of the Issuing Entity and the Administrative Agent are unable to locate a qualified successor;
2.	the Depositor, the Trustee of the related Issuing Entity or the Administrative Agent at its option, to the extent permitted by applicable law, elects to terminate the book-entry system through DTC; or
3.	after the occurrence of an Event of Default with respect to a series, holders representing at least a majority of the outstanding principal amount of the related Notes, voting as a single class, advise the Indenture Trustee through DTC and its Direct Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) with respect to the Notes is no longer in the best interests of the Noteholders.

     Upon the occurrence of any event described in the immediately preceding paragraph, the Indenture Trustee will be required to notify all related Noteholders through DTC’s Direct Participants of the availability of Definitive Notes. Upon surrender by DTC of the definitive certificates representing the corresponding Notes and receipt of instructions for re-registration, the Indenture Trustee will reissue those Notes as Definitive Notes to the Noteholders.

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     Payments on the Definitive Notes and Certificates will be made by the Indenture Trustee or the Owner Trustee, as the case may be, directly to the holders of the Definitive Notes or Certificates in accordance with the procedures set forth in this prospectus and to be set forth in the Indenture and the Trust Agreement. Interest and principal payments on the Securities on each Payment Date will be made to the holders in whose names the related Definitive Notes or Certificates, as applicable, were registered at the close of business on the related Deposit Date. Payments will be made by check mailed to the address of such holders as they appear on the Note register or Certificate register, as applicable, except that a Securityholder with Notes or Certificates having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the applicable Trustee at least five Business Days prior to the Deposit Date. The final payment on the Certificates and on any Definitive Notes will be made only upon presentation and surrender of the Certificates or Definitive Notes, as applicable, at the office or agency specified in the notice of final payment to Securityholders. The Indenture Trustee or the Owner Trustee, as the case may be, or a paying agent will provide such notice to the registered Securityholders not more than 30 days nor less than 10 days prior to the date on which the final payment is expected to occur.

     Definitive Notes will be transferable and exchangeable at the offices of the Indenture Trustee or of a registrar named in a notice delivered to holders of Definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but each of the related Indenture Trustee or the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Restrictions on Ownership and Transfer

     There are no restrictions on ownership or transfer of any Note of a series. However, the Notes of any series are complex investments. Only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing any series of Notes. See “Risk Factors – The notes are not suitable investments for all investors.” In addition, because the Notes of a series will not be listed on any securities exchange, you could be limited in your ability to resell them. See “Risk Factor – You may have difficulty selling your notes and/or obtaining your desired price” in the applicable Prospectus Supplement.

     Certificates of a series will be retained by the Depositor, and may not be sold or transferred unless the Depositor dissolves or is terminated.

DESCRIPTION OF THE INDENTURE

     The following summary describes material terms of the Indenture pursuant to which the Issuing Entity will issue a series of Notes. A form of the Indenture has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. Additional provisions of any Indenture for a series of Notes will be described in the applicable Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Indenture.

Indenture Defaults

     With respect to the Notes of a given series, events of defaults under the related Indenture (each, an “Indenture Default”) will consist of:

1.	a default for five days or more in the payment of interest on any of those Notes, when the same becomes due and payable;
2.	a default in the payment of principal of any of those Notes on the related final scheduled payment date or on a payment date fixed for redemption of those Notes;
3.	a default in the observance or performance of any covenant or agreement of the Issuing Entity, or any representation or warranty of the Issuing Entity made in the related Indenture or in any certificate or other writing delivered under the related Indenture that proves to have been inaccurate in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the Noteholders, and the continuation of that default or inaccuracy for a period of 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a majority of the aggregate outstanding principal amount of the Notes, voting as a single class, consent to such longer cure period) after written notice thereof is given to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the holders of not less than the majority of the aggregate principal amount of the Notes, voting as a single class; or

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4. certain events of bankruptcy, insolvency, receivership or liquidation of the applicable Issuing Entity (which, if involuntarily, remains unstayed for more than 90 days).

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

     However, the amount of principal required to be paid to Noteholders of that series under the related Indenture will generally be limited to amounts available to be deposited in the related Collection Account. Therefore, the failure to pay any principal on any class of Notes of a series generally will not result in the occurrence of an Indenture Default until the final scheduled payment date for that class of Notes or the payment date fixed for redemption of the Notes of that series. See “Risk Factors – The failure to make principal payments on the notes prior to the applicable final scheduled payment date will generally not result in an event of default under the indenture.” In addition, as described below, following the occurrence of an Indenture Default (other than the events described in (1) and (2) above) and acceleration of the maturity of the Notes, the related Indenture Trustee is not required to sell the assets of the related Issuing Entity, and may sell those assets only after meeting requirements specified in the related Indenture. In that case, even if the maturity of the Notes has been accelerated, there may not be any funds to pay principal of the Notes.

     The Issuing Entity for each series of Notes will be required to give the related Indenture Trustee and each Rating Agency prompt written notice of each Indenture Default on the part of the Administrative Agent under the related Indenture and each Hedge Event of Default on the part of the Cap Provider or Swap Counterparty, as applicable, under the related Hedge Agreement. [In addition, on (i) any Payment Date on which the Issuing Entity for a series of Notes has not received from the Cap Provider or Swap Counterparty, as applicable, any amount due from the Cap Provider or Swap Counterparty on such Payment Date, (ii) the Business Day following any such Payment Date if the Issuing Entity has not yet received such amount due from the Cap Provider or Swap Counterparty, as applicable, or (iii) the Business Day on which such failure to pay by the Cap Provider or Swap Counterparty, as applicable, becomes a Hedge Event of Default under the Hedge Agreement, the Issuing Entity of that series will be required to give immediate notice to the Cap Provider or Swap Counterparty, as applicable, the related Indenture Trustee and each Rating Agency.]

Remedies Upon an Indenture Default

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

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

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

     If the Notes of a series have been declared due and payable following an Indenture Default, the related Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the related Issuing Entity’s Estate, or elect to maintain that Issuing Entity’s Estate and continue to apply proceeds from that Issuing Entity’s Estate as if there had been no declaration of acceleration. The Indenture Trustee for a series of Notes may not, however, unless it is required to sell the related Issuing Entity’s Estate under the related Trust Agreement as a result of the bankruptcy or insolvency of that Issuing Entity, sell that Issuing Entity’s Estate following an Indenture Default (other than the events described in (1) and (2) under “Indenture Default” above) unless:

• the holders of all outstanding Notes of that series consent to the sale;

• the proceeds of that sale are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding Notes of that series at the date of the sale; or

• the Indenture Trustee determines that proceeds of the related Issuing Entity’s Estate would not be sufficient on an ongoing basis to make all payments on the outstanding Notes of that series as those payments would have become due if the

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obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of holders of at least 66 2/3% of the aggregate principal amount of all Notes of that series outstanding, voting together as a single class.

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

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

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

     No holder of any series of Notes will have the right to institute any proceeding with respect to the related Indenture unless:

• holders of such series of Notes previously have given the related Indenture Trustee written notice of a continuing Indenture Default,

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

• holders of such series of Notes have offered the related Indenture Trustee reasonable indemnity,

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

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

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

Certain Covenants

     Under the related Indentures, each Issuing Entity will covenant that it will not,

• engage in any activities other than financing, acquiring, owning, pledging and managing the related SUBI Certificate as contemplated by the related Indenture and the other Basic Documents relating to that Trust,

• sell, transfer, exchange or otherwise dispose of any of its assets, including those assets included in the related Issuing Entity’s Estate, except as expressly permitted by the related Indenture and the other Basic Documents applicable to that series,

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

• permit (1) the validity or effectiveness of the related Indenture to be impaired, (2) any person to be released from any covenants or obligations with respect to those Notes under that Indenture except as may be expressly permitted by that Indenture, (3) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of that Indenture) to be created on or extend to or otherwise arise upon or burden the assets of that Issuing Entity or any part thereof, or any interest therein or the proceeds therefrom (other than tax liens, mechanics’ liens and other liens arising by operation of law in any of the related SUBI Assets and solely as a result of an action or omission of the related lessee) or (4) except as provided in the Basic Documents, the lien of the related Indenture to not constitute a first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the estate of the Issuing Entity,

• incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents, or

• except as otherwise permitted in the Basic Documents, dissolve or liquidate in whole or in part.

Replacement of the Indenture Trustee

     With respect to the Notes of a given series, the holders of at least a majority of the aggregate principal amount of those Notes outstanding, voting together as a single class, may remove the related Indenture Trustee without cause by so notifying the Indenture Trustee and the related Issuing Entity, and following that removal may appoint a successor Indenture Trustee, provided, that any applicable rating condition shall have been satisfied. Any successor Indenture Trustee must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939 (the “TIA”), and in addition, have a combined capital and surplus of at least $50,000,000 and a long-term debt rating of “A” or better by Standard & Poor’s Rating Services and Moody’s or be otherwise acceptable to each Rating Agency then rating that series of Notes.

     The Indenture Trustee for each series of Notes may resign at any time by so notifying the related Issuing Entity, the Servicer and each Rating Agency then rating that series of Notes. Each Issuing Entity will be required to remove the related Indenture Trustee if the Indenture Trustee:

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

• is adjudged to be bankrupt or insolvent,

• commences a bankruptcy proceeding, or

• otherwise becomes incapable of acting.

Upon the resignation or removal of the Indenture Trustee for a series of Notes, or the failure of the related Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee, the Issuing Entity will be required promptly to appoint a successor Indenture Trustee. All reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for a series of Notes will be by the Administrative Agent.

Duties of Indenture Trustee

     Except during the continuance of an Indenture Default, the Indenture Trustee for each series of Notes will:

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

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

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

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

Compensation and Indemnity

     The Servicer for each series of Notes will:

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

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

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

     No Indenture Trustee for any series of Notes will be indemnified by the Servicer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that such Indenture Trustee will not be liable:

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

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

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

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

Access to Noteholder Lists

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

• as of each deposit date for that series, within five days after the applicable deposit date and

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

Annual Compliance Statement

     Each Issuing Entity will be required to file an annual written statement with the related Indenture Trustee certifying the fulfillment of its obligations under the related Indenture.

Reports and Documents by Indenture Trustee to Noteholders

     The Indenture Trustee for each series of Notes will be required to mail each year to the related Noteholders of record a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the related Indenture, any amounts advanced by it under the related Indenture, the outstanding principal amount, the Note Rate and the Note Final Scheduled Payment Date in respect of each class of Notes, the indebtedness owing by the Issuer to the Indenture Trustee in its individual capacity, the property and funds physically held by the Indenture Trustee and any action taken by the Indenture Trustee that materially affects the Notes of the related series and that has not been previously reported. The Indenture Trustee for each series of Notes will also deliver, at the expense of the related Trust, to each Noteholder of that series such information as may be reasonably requested (and reasonably available to the Indenture Trustee) to enable such holder to prepare its federal and state income tax returns.

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     The Indenture Trustee for each series of Notes will be required to furnish to any related Noteholder promptly upon receipt of a written request by such Noteholder (at the expense of the requesting Noteholder) duplicates or copies of all reports, notices, requests, demands, certificates and any other documents furnished to the Indenture Trustee under the Basic Documents.

     If required by TIA Section 313(a), within 60 days after each March 31, beginning in the year stated in the applicable Prospectus Supplement, the Indenture Trustee for each series of Notes will be required to mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a).

     Under the Servicing Agreement, each Issuing Entity will cause the Servicer to deliver to the Indenture Trustee, the Owner Trustee and each paying agent, if any, on or prior to the related payment date, a report describing distributions to be made to the Noteholders for the related Collection Period and Accrual Period. The form of such report will be described in the related prospectus supplement. The Indenture Trustee will make such reports available to the Noteholders pursuant to the terms of the Indenture.

Satisfaction and Discharge of Indenture

     The Indenture for a series of Notes will be discharged with respect to the collateral securing those Notes upon the delivery to the related Indenture Trustee for cancellation of all of such Notes or, with specified limitations, upon deposit with the related Indenture Trustee of funds sufficient for the payment in full of those Notes.

Amendment

     The Indenture may be amended without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding amount of the Notes of that series voting together as a single class or (B) such amendment will not, as evidenced by an officer’s certificate of the Servicer or the Depositor, as applicable, delivered to the Indenture Trustee, materially and adversely affect the interests of such Noteholders and (ii) any amendment that adversely affects the interests of the related Certificateholder, the Indenture Trustee, the Owner Trustee, the Servicer or the Administrator, will require the prior written consent of each person whose interests are adversely affected. An amendment will be deemed not to materially and adversely affect the interests of the Noteholders of a series 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. However, for so long as any Notes of a series are outstanding, the related Issuing Entity’s rights in the related SUBI Certificate will be subject to the lien of the Indenture. Therefore, the Indenture Trustee will be the holder of the SUBI Certificate for purposes of determining whether any proposed amendment to the related SUBI Trust Agreement, the Servicing Agreement or the Trust Agreement will materially adversely affect the interests of the holders of such SUBI Certificate. The consent of the Certificateholder of a series or the related Owner Trustee, the Servicer or the Administrator, will be deemed to have been given if the Servicer or Depositor, as applicable, does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

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

     Under the Indenture, neither the trustee of NILT Trust, nor the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of NILT Trust and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

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     In addition, without the consent of each Noteholder affected thereby, no amendment or supplemental indenture may, among other things:

     • change the Note Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the redemption price with respect thereto;

     • reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Noteholders of which is required for any such amendment or supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of the Indenture or Indenture Defaults thereunder and their consequences provided for in the Indenture;

     • reduce the percentage of the aggregate outstanding principal amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell the Issuing Entity’s Estate pursuant after an Indenture Default, if the proceeds of such sale would be insufficient to pay the aggregate outstanding principal amount of the Notes plus accrued but unpaid interest on the Notes;

     • modify any provision of the section in the Indenture permitting amendments with Noteholder consent, except to increase any percentage specified therein or to provide that certain additional provisions of the Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;

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

     • permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Issuing Entity’s Estate or, except as otherwise permitted or contemplated herein, terminate the lien of the Indenture on any property at any time subject thereto or deprive any Noteholder of the security provided by the lien of the Indenture; or

     • impair the right to institute suit for the enforcement of payment as provided in the Indenture.

DESCRIPTION OF THE TRUST AGREEMENT

     The following summary describes material terms of the Trust Agreement pursuant to which the Issuing Entity of a series will be created and Certificates will be issued. A form of the Trust Agreement has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The provisions of any Trust Agreement may differ from those described in this Prospectus and, if so, will be described in the applicable Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Trust Agreement.

Authority and Duties of the Owner Trustee

     If the Issuing Entity for a given series has issued Certificates pursuant to a Trust Agreement, the related Owner Trustee will administer the Issuing Entity in the interest of the holders of the Certificates (each, a “Certificateholder” and together with the Noteholders, the “Securityholders”), subject to the lien of the related Indenture, in accordance with the Trust Agreement and the other Basic Documents applicable to that series.

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

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

• the Depositor under the related Trust Agreement, the Indenture or the SUBI Certificate Transfer Agreement,

• the Administrative Agent under the Trust Administration Agreement, or

• the Indenture Trustee under the related Indenture.

     The Trustee for each Issuing Entity will not manage, control, use, sell, dispose of or otherwise deal with any part of the related Issuing Entity’s Estate except in accordance with (i) the powers granted to and the authority conferred upon that Trustee pursuant to the related Trust Agreement, (ii) the other Basic Documents to which the Issuing Entity or the Trustee is a party, and (iii) any document or instruction delivered to that Trustee pursuant to the related Trust Agreement. In particular, the Trustee for each Issuing Entity will not transfer, sell, pledge, assign or convey the related SUBI Certificate except as specifically required or permitted by the Basic Documents relating to that series.

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Restrictions on Actions by the Owner Trustee

     The Owner Trustee of each Issuing Entity may not:

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

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

• [amend the related Indenture in circumstances where the consent of any Certificateholder of the related series is required,] · [amend the related Trust Agreement where Certificateholder consent is required,]

• [amend the related Trust Agreement where Certificateholder consent is not required if such amendment materially adversely affects the Certificateholder of the related series,]

• amend any [other] Basic Document other than pursuant to, and in accordance with, the amendment provision set forth in such Basic Document, or

• appoint a successor Owner Trustee or Indenture Trustee.

[unless (1) the Owner Trustee provides 30 days’ written notice thereof to the Certificateholder and each Rating Agency and (2) the Certificateholder of that series does not object in writing to any such proposed amendment within 30 days of that notice.]

Actions by Certificateholder and Owner Trustee with Respect to Certain Matters

     The Owner Trustee of each Issuing Entity may not, except upon the occurrence of a Servicer Default subsequent to the payment in full of the reduced series of the Notes and in accordance with the written directions of the Certificateholder, remove the Servicer with respect to the related SUBI Assets or appoint a successor servicer with respect thereto. However, that Owner Trustee will not be required to follow any directions of the Certificateholder if doing so would be contrary to any obligation of the Owner Trustee or the related Issuing Entity. The Owner Trustee of each Issuing Entity may not sell the related SUBI Certificate except in the event of the bankruptcy or dissolution of the Depositor, or upon an Indenture Default with respect to that series of Notes (including the bankruptcy or dissolution of the related Issuing Entity). Upon any such sale of the related SUBI Certificate, the related SUBI Assets will be distributed to the purchaser thereof and will no longer constitute Titling Trust Assets, and the Leased Vehicles may be retitled as directed by that purchaser.

     The right of the Depositor or the Certificateholder of a series to take any action affecting the related Issuing Entity’s Estate will be subject to, as applicable, the rights of the Indenture Trustee under the related Indenture.

Restrictions on Certificateholder’s Powers

     The Certificateholder of a series will not direct the related Owner Trustee, and the Owner Trustee is not obligated to follow any direction from the Certificateholder, to take or refrain from taking any action if such action or inaction (i) would be contrary to any obligation of the Issuing Entity for that series or the Owner Trustee under the related Trust Agreement or any of the other Basic Documents applicable to that series or (ii) would be contrary to the purpose of the Issuing Entity for that series.

Resignation and Removal of the Owner Trustee

     The Owner Trustee of each Issuing Entity may resign at any time upon written notice to the Administrative Agent, the Servicer, the Depositor, the related Indenture Trustee and the Certificateholder of that series, whereupon the Depositor will be obligated to appoint a successor Trustee. The Depositor or the Certificateholder may remove the related Owner Trustee if that Owner Trustee becomes insolvent, ceases to be eligible or becomes legally unable to act. Upon removal of the Owner Trustee, the Depositor will appoint a successor Owner Trustee. The Depositor will be required to deliver notice of such resignation or removal of that Owner Trustee and the appointment of a successor Owner Trustee to each Rating Agency.

     The Owner Trustee of each Issuing Entity and any successor thereto must at all times:

• be able to exercise corporate trust powers,

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

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

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

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

Termination

     The Trust Agreement for each Issuing Entity will terminate upon (a) the final distribution of all funds or other property or proceeds of the related Issuing Entity’s Estate in accordance with the terms of the related Indenture, as specified in the related Trust Agreement, (b) the final distribution on the Certificates as specified in the related Trust Agreement or (c) at the option of the Servicer, a purchase of the related SUBI Certificate and other assets from the Issuing Entity if certain conditions specified in the applicable Prospectus Supplement are satisfied (an “Optional Purchase”). See “Additional Information Regarding the Securities – Optional Purchase” in the applicable Prospectus Supplement.

Liabilities and Indemnification

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

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

• any action taken or omitted to be taken in accordance with the instructions of any related Certificateholder, the related Indenture Trustee, if any, the Depositor, the Administrative Agent or the Servicer,

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

• the default or misconduct of the Administrative Agent, the Servicer, the Depositor or the related Indenture Trustee, if any.

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

Amendment

     The Trust Agreement may be amended 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 Certificateholder will require the consent, respectively, of Noteholders evidencing not less than a majority of the aggregate outstanding amount of the Notes voting together as a single class, or of the Certificateholderor (B) such amendment will not, as evidenced by an officer’s certificate of the Depositor delivered to the Indenture Trustee (with respect to the Noteholders) or the Certificateholder, as applicable, adversely affect the interests of the Noteholders or the Certificateholder, as the case may be and (ii) any amendment that adversely affects the interests of the Servicer or

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the Indenture Trustee will require the prior written consent of the Persons whose interests are adversely affected, provided, further that an Opinion of Counsel will be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement will not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the related Issuing Entity or the SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. An amendment will be deemed not to materially and adversely affect the interests of the Noteholders of the related series 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 will be deemed to have been given if the Depositor, does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

     Notwithstanding the foregoing, with respect to any series of Notes, no amendment to the Trust Agreement will (i) reduce the interest rate or principal amount of any Note, change the due date of any installment of principal of or interest in any Note, or the Redemption Price or delay the final scheduled payment date of any Note without the consent of the holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the outstanding Notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal amount of the outstanding Notes which were required to consent to such matter before giving effect to such amendment. Further, any of the Basic Documents (other than the Trust Administration Agreement, the Trust Agreement and the Indenture) may be amended without the consent of any of the Noteholders or any other Person to add, modify or eliminate those 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 of those amendments that the Rating Agency Condition has been met and the officer’s certificate of the Servicer or the Depositor, as applicable, regarding no material adverse affect is delivered to the Indenture Trustee.

     The Trust Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding Certificates of a series (provided that if the Depositor and its affiliates do not hold all of the Certificates, then the Certificates held by the Depositor and its affiliates will not be deemed Outstanding for purposes of that amendment provision) to approve any trust purpose with respect to the related Issuing Entity in addition to the purpose authorized pursuant to the Trust Agreement, upon not less that 90 days notice to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the Issuer, the Depositor, the Servicer (as long as NMAC or an affiliate is the Servicer) and their respective affiliates), and provided, further that an opinion of counsel will be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement will not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the related Issuing Entity or the SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

     Under the Trust Agreement, neither the trustee of NILT Trust, nor the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of NILT Trust and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE SUBI TRUST AGREEMENT

     The following summary describes material terms of the Titling Trust Agreement, as supplemented by a SUBI Supplement for each series of Notes, pursuant to which the SUBI will be allocated to that series of Notes. The Titling Trust Agreement and a form of the SUBI Supplement have been filed as exhibits to the Registration Statement of which this Prospectus forms a part. The provisions of any SUBI Supplement may differ from those described in this Prospectus and, if so, will be described in the applicable Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the SUBI Trust Agreement.

The SUBI, Other SUBIs and the UTI

     The UTI Beneficiary is the initial beneficiary of the Titling Trust. The UTI Beneficiary may from time to time assign, transfer, grant and convey, or cause to be assigned, transferred, granted and conveyed, to the Titling Trustee, in trust, Titling Trust Assets. The UTI Beneficiary will hold the UTI, which represents a beneficial interest in all Titling Trust Assets other than Titling Trust Assets

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allocated to a SUBI ( the “UTI Assets”). The UTI Beneficiary may in the future create and sell or pledge one or more SUBIs in connection with financings similar to the transaction described in this Prospectus and the applicable Prospectus Supplement or other transactions. Each holder or pledgee of the UTI will be required to expressly waive any claim to all Titling Trust Assets other than the UTI Assets and to fully subordinate any such claims to those other Titling Trust Assets if the waiver is not given full effect. Each holder or pledgee of a SUBI will be required to expressly waive any claim to all Titling Trust Assets, except for the related SUBI Assets, and to fully subordinate those claims to the Titling Trust Assets if the waiver is not given effect. Except under the limited circumstances described under “Additional Legal Aspects of the Titling Trust and the SUBI — The SUBI”, the assets of a SUBI allocated to a series of Notes will not be available to make payments in respect of, or pay expenses relating to, the UTI or any Other SUBI. Assets of Other SUBIs (the “Other SUBI Assets”) will not be available to make payments in respect of, or pay expenses relating to, the Titling Trust Assets or that particular SUBI.

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

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

Special Obligations of the UTI Beneficiary

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

Titling Trustee Duties and Powers; Fees and Expenses

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

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

     The Titling Trustee will make no representations as to the validity or sufficiency of any SUBI or the related SUBI Certificate — other than the execution and authentication of the SUBI Certificate — or of any Lease, Leased Vehicle or related document, will not be responsible for performing any of the duties of the UTI Beneficiary or the Servicer and will not be accountable for the use or application by any owners of beneficial interests in the Titling Trust Assets of any funds paid in respect of the Titling Trust Assets or the investment of any of such monies before such monies are deposited into the Accounts relating to one or more SUBIs and the UTI. The Titling Trustee will not independently verify any Leases or Leased Vehicles. The duties of the Titling Trustee will generally be limited to the acceptance of assignments of leases, the titling of vehicles in the name of the Titling Trust or the Titling Trustee on behalf of the Titling Trust, the creation of one or more SUBIs and the UTI, the creation of the Collection Account relating to a SUBI and other accounts, the receipt of the various certificates, reports or other instruments required to be furnished to the Titling Trustee under the SUBI Trust Agreement, in which case the Titling Trustee will only be required to examine them to determine whether they conform to the requirements of the SUBI Trust Agreement, and the filing of any financing statements to the extent necessary to perfect (or evidence) the allocation of Titling Trust Assets to a SUBI.

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

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

Resignation and Removal of the Titling Trustee

     The Titling Trustee may not resign without the express written consent of the UTI Beneficiary, which consent will not be unreasonably withheld. The UTI Beneficiary at its discretion may remove the Titling Trustee, or may remove the Titling Trustee if at any time the Titling Trustee ceases to be (i) a corporation organized under the laws of the United States or any state, (ii) qualified to do business in the states required in writing by the Servicer or (iii) acceptable to each Rating Agency then rating any series of Notes. In addition, the UTI Beneficiary may remove the Titling Trustee if (A) any representation or warranty made by the Titling Trustee under the SUBI Trust Agreement was untrue in any material respect when made, and the Titling Trustee fails to resign upon written request by the UTI Beneficiary, (B) at any time the Titling Trustee is legally unable to act, or adjudged bankrupt or insolvent, (C) a receiver of the Titling Trustee or its property has been appointed or (D) any public officer has taken charge or control of the Titling Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

     Upon the removal of the Titling Trustee, the UTI Beneficiary will promptly appoint a successor titling trustee . Any resignation or removal of the Titling Trustee and appointment of a success titling trustee will not become effective until acceptance of appointment by the successor titling trustee.

     Any successor titling trustee will execute and deliver to the Servicer, the predecessor titling trustee, the UTI Beneficiary and the holder of all SUBI Certificates written acceptance of its appointment as Titling Trustee. Upon accepting its appointment as Titling Trustee, the Titling Trustee will mail a notice of its appointment to the Rating Agencies then rating all outstanding series of Notes.

Indemnity of Titling Trustee and Trust Agent

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

• for which the Servicer will be liable under the related Servicing Agreement,

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

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

Termination

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

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Issuing Entity as Third-Party Beneficiary

     As the holder of a SUBI Certificate, each Issuing Entity will be a third-party beneficiary of the SUBI Trust Agreement. Therefore, the Issuing Entity may, and, upon the direction of holders of the related Notes and, if any, Certificates holding at least a majority of the aggregate unpaid principal amount of such Notes, unless a higher percentage is required by the related Trust Agreement or the Indenture, voting together as a single class, will exercise any right conferred by the SUBI Trust Agreement upon a holder of any interest in the related SUBI. However, during the term of the Indenture relating to a series of Notes, the Issuing Entity will pledge the related SUBI Certificate to the Indenture Trustee and any action with respect to that SUBI must be approved by the related Noteholders in such percentage as is required by the Indenture.

Amendment

     The SUBI Trust Agreement may be amended without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding amount of the Notes of that series voting together as a single class or (B) such amendment will not, as evidenced by an officer’s certificate of the Servicer or the Depositor, as applicable, delivered to the Indenture Trustee, materially and adversely affect the interests of such Noteholders and (ii) any amendment that adversely affects the interests of the related Certificateholder, the Indenture Trustee or the Owner Trustee will require the prior written consent of each person whose interests are adversely affected. An amendment will be deemed not to materially and adversely affect the interests of the Noteholders of a series 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 Certificateholder of a series or the related Owner Trustee will be deemed to have been given if the Servicer or Depositor, as applicable, does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

     Notwithstanding the foregoing, no amendment to the SUBI Trust Agreement will (i) reduce the interest rate or principal amount of any Note, change the due date of any installment of principal of or interest on any Note, or the Redemption Price, or delay the final scheduled payment date of any Note without the consent of the holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the outstanding Notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal amount of the outstanding Notes which were required to consent to such matter before giving effect to such amendment. Further, the SUBI Trust Agreement may be amended without the consent of any of the Noteholders or any other Person to add, modify or eliminate those 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 adverse effect is delivered to the Indenture Trustee.

     Under the SUBI Trust Agreement, neither the trustee of NILT Trust, nor the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of NILT Trust and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE SERVICING AGREEMENT

     The following summary describes material terms of the Basic Servicing Agreement and the supplement to the Basic Servicing Agreement in connection with each series of Notes. The Basic Servicing Agreement and a form of the servicing supplement have been filed as exhibits to the Registration Statement of which this Prospectus forms a part. The provisions of any supplement to the Basic Servicing Agreement may differ from those described in this Prospectus and, if so, will be described in the applicable Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Servicing Agreement.

General

     Under the Servicing Agreement for each Issuing Entity, the Servicer will perform on behalf of the Titling Trust all of the obligations of the lessor under the Leases, including, but not limited to, collecting and processing payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements, paying costs of the sale or other disposition of Matured Vehicles or Defaulted Vehicles, overseeing the Leases, commencing legal proceedings to enforce Leases and servicing the Leases, including

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accounting for collections, furnishing monthly and annual statements to the Titling Trustee with respect to distributions and generating federal income tax information. In this regard, the Servicer will make reasonable efforts to collect all amounts due on or in respect of the Leases and, in a manner consistent with the Servicing Agreement, will be obligated to service the Leases with the same degree of care and diligence as (i) NMAC employs in servicing leases and leased vehicles serviced by NMAC in its own account that are not assigned to the Titling Trust, or (ii) if NMAC is no longer the Servicer, is customarily exercised by prudent servicers employed to service retail leases of automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. Each Trust will be a third-party beneficiary of the related Servicing Agreement. Consistent with the foregoing, the Servicer may in its discretion waive any Administrative Charges, in whole or in part, in connection with any delinquent payments due on a Lease. Administrative Charges are additional compensation payable to the Servicer. See “– Servicing Compensation.” Accordingly, the amount of Administrative Charges actually waived by the Servicer during any Collection Period will not be included in the Collections received by the Servicer for any series of Notes. See “– Collections.”

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

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

Custody of Lease Documents and Certificates of Title

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

Accounts

     The Servicer will establish and maintain with the Indenture Trustee of each series of Notes one or more accounts (each, a “Collection Account”) in the name of the Indenture Trustee on behalf of the related Noteholders, into which payments received on or in respect of the Leases and the Leased Vehicles and amounts released from any reserve account or other form of credit enhancement will be deposited for payment to the related Noteholders.

     The accounts to be established with respect to each Issuing Entity, including any reserve account and related Collection Accounts, will be described in the applicable Prospectus Supplement.

Collections

     General. Under the Servicing Agreement for each Issuing Entity, except as otherwise permitted under the Monthly Remittance Condition as described under “– Monthly Remittance Condition” below, the Servicer will deposit collections received into the related Collection Account within two business days of receipt thereof. “Collections” with respect to any Collection Period for each series of Notes will include all net collections collected or received in respect of the related SUBI Assets during such Collection Period, which are allocable to the related series of Notes and Certificates, including (in each case to the extent not duplicative):

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

• all Repurchase Payments,

• all Pull-Forward Payments,

• all Reallocation Payments,

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• all Residual Value Surplus,

• all Excess Mileage and Excess Wear and Tear Charges,

• all Monthly Sale Proceeds,

• all Net Liquidation Proceeds,

• all Net Insurance Proceeds,

• all Recoveries,

• all Remaining Net Auction Proceeds, and

• all Remaining Payoffs.

     “Auction Proceeds” will mean, with respect to each Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any Leased Vehicle that is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds.

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

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

     “Liquidation Proceeds” will mean the gross amount received by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Lease and of the Base Residual of the Leased Vehicle, whether from the sale or other disposition of the related Leased Vehicle (irrespective of whether or not such proceeds exceed the related Base Residual), 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.

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

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

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

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

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

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

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

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

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

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

     Monthly Remittance Condition. With respect to each Issuing Entity, the Servicer will deposit all payments (including any Repurchase Payments made by the Servicer) on the related Leases and Leased Vehicles collected during the collection period specified in the applicable Prospectus Supplement (each, a “Collection Period”) into the related Collection Account within two business days of receipt thereof. However, so long as NMAC is the Servicer, if each condition to making monthly deposits as may be required by the related Servicing Agreement (including the satisfaction of specified rating criteria by NMAC and the absence of any Servicer Default) is satisfied, the Servicer may retain such amounts received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. The Servicer will be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the related Collection Account, certain advances previously paid to the related Issuing Entity. Except in certain circumstances described in the related Servicing Agreement, pending deposit into the related Collection Account, Collections may be used by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds. See “Risk Factors – You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds.”

     Net Deposits. For so long as NMAC is the Servicer, the Servicer will be permitted to deposit into the related Collection Account only the net amount distributable to the Issuing Entity on the related Deposit Date. The Servicer will, however, account to the Trust, the related Trustee, the Indenture Trustee and the Noteholders as if all of the deposits and distributions described herein were made individually. This provision has been established for the administrative convenience of the parties involved and will not affect amounts required to be deposited into the Accounts. [If the Servicer were unable to remit the funds with respect to any series of Notes as described above, the related Noteholders might incur a loss. See “Risk Factors – You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds” in this Prospectus.]

Sale and Disposition of Leased Vehicles

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

     Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle to the UTI for purposes of implementing NMAC’s LKE program. In connection with such reallocation, the Titling Trust, or NILT Trust as the UTI Beneficiary, will cause to be deposited into the related Collection Account the Reallocation Payments no later than two business days after such reallocation. Upon receipt of the Reallocation Payments, the related Issuing Entity will have no claim against or interest in such Defaulted Vehicle or Matured Vehicle.

Purchase of Leases Before Their Lease Maturity Dates

     In addition to reallocations of Leases and related Leased Vehicles under the circumstances described under “The Leases — Representations, Warranties and Covenants,” if the Servicer grants a Term Extension with respect to a Lease, the Servicer will be required to (i) direct the Titling Trustee to reallocate from the related SUBI to the UTI that Lease and related Leased Vehicle or cause

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to be conveyed to the Servicer that Lease and related Leased Vehicle on the related Deposit Date, and (ii) remit to the related Collection Account an amount equal to the Repurchase Payment with respect to that Lease. If a lessee changes the domicile of or title to a Leased Vehicle to a Restricted Jurisdiction, the Titling Trust (or the Titling Trustee on behalf of the Titling Trust) will be required to reallocate, or cause to be reallocated, a Lease and the related Leased Vehicle from the related SUBI to the UTI, or otherwise to convey such Lease and related Leased Vehicle to the Servicer, and remit to the related Collection Account an amount equal to the Repurchase Payment with respect to that Lease, unless the Servicer has delivered to the related Trustees an officer’s certificate to the effect that vehicles may be titled in the name of the Titling Trustee on behalf of the Titling Trust and beneficial interests therein may be transferred without retitling in a Restriction Jurisdiction.

Notification of Liens and Claims

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

Advances

     To the extent provided in the related Prospectus Supplement, if payment on a Lease is not received in full by the end of the month in which it is due, the Servicer, subject to limitations set forth below, on each Deposit Date, the Servicer obligated to make, by deposit into the Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of the related Leased Vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of Leases relating to certain Matured Vehicles. As used in this Prospectus, an “Advance” refers to either a Monthly Payment Advance or a Sales Proceeds Advance. The Servicer will be required to make an Advance only to the extent that it determines that such Advance will be recoverable from future payments or collections on the related Lease or Leased Vehicle or otherwise. In making Advances, the Servicer will assist in maintaining a regular flow of scheduled payments on the Leases and, accordingly, in respect of the Notes, rather than guarantee or insure against losses. Accordingly, all Advances will be reimbursable to the Servicer, without interest, as described below and in the applicable Prospectus Supplement.

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

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

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

     If the Servicer sells a Matured Vehicle after making a Sales Proceeds Advance, the Net Auction Proceeds will be paid to the Servicer up to the amount of such Sales Proceeds Advance, and the Residual Value Surplus will be deposited into the related Collection Account. If the Net Auction Proceeds are insufficient to reimburse the Servicer for the entire Sales Proceeds Advance, the Servicer will be entitled to reimbursement of the difference from the Collections on the related SUBI Assets, in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance.

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

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Insurance on Leased Vehicles

     Each Lease will require the related lessee to maintain in full force and effect during the related Lease Term a comprehensive collision and physical damage insurance policy covering the actual cash value of the related Leased Vehicle and naming the Titling Trust as loss payee. Additionally, the lessee will be required to maintain vehicle liability insurance in amounts equal to the greater of the amount prescribed by applicable state law, or industry standards, as set forth in the related Lease (to the extent permitted by applicable law), naming the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as an additional insured.

     Because lessees may choose their own insurers to provide the required coverage, the actual terms and conditions of their policies may vary. If a lessee fails to obtain or maintain the required insurance, the related Lease will be deemed in default.

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

Realization Upon Liquidated Leases

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

     A “Liquidated Lease” will mean a Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder. Collections in respect of a Collection Period will include all Net Auction Proceeds and Net Liquidation Proceeds collected during that Collection Period.

Servicer Records, Determinations and Reports

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

     The Servicer will perform certain monitoring and reporting functions on behalf of the Depositor, the related Issuing Entity, the Trustees and the related Securityholders and the Certificateholder, including the preparation and delivery to the related Indenture Trustee, the Titling Trustee and each Rating Agency then rating the related series of Notes, on or before each Determination Date, of a certificate setting forth all information necessary to make all distributions required in respect of the related Collection Period, and the preparation and delivery of statements setting forth the information described under “— Evidence as to Compliance,” and an annual officer’s certificate specifying the occurrence and status of any Servicer Default.

Evidence as to Compliance

     Under the Servicing Agreement for each Issuing Entity, the Servicer will be required to furnish to the related Issuing Entity and the Indenture Trustee an annual servicer report detailing the Servicer’s assessment of its compliance with the servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, as of and for the period ending the end of each fiscal year of the Issuing Entity and the Servicer’s assessment report will identify any material instance of noncompliance. Under the Servicing Agreement, on or before the last day of the third month after the end of each fiscal year of the

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Issuing Entity (commencing on the first year after the issuance of the Notes), a firm of nationally recognized independent certified public accountants who may also render other services to the Servicer or to its affiliates will furnish to the related Issuing Entity, the Indenture Trustee and each Rating Agency with an attestation report as to such assessment report by the Servicer during the Servicer’s preceding fiscal year (or since the date of the issuance of the Notes in the case of the first such statement). The form of assessment report and attestation report required under the Servicing Agreement may be replaced by any similar form using any standards that are now or in the future in use by Servicer of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the SEC. The Servicing Agreement for each Issuing Entity will also provide for the delivery to the related Issuing Entity, the Indenture Trustee, each Rating Agency, and the Owner Trustee an annual servicing compliance statement, signed by an officer of the Servicer, stating that the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects and there has been no Servicer Default during the preceding 12 months ended or since the closing date in the case of the first such compliance statement – or, if there has been any Servicer Default, describing each such default and the nature and status thereof.

     Copies of such statements, certificates and reports may be obtained by Noteholders or the Certificateholder by a request in writing addressed to the Indenture Trustee or the Owner Trustee, as the case may be, at the related corporate trust office. The annual servicer report, the annual attestation report, the annual Servicer’s statement of compliance and any areas of material non-compliance identified in such reports will be included in the Issuing Entity’s annual report on Form 10-K.

Servicing Compensation

     The Servicer will be entitled to compensation for the performance of its servicing and administrative obligations with respect to the SUBI Assets allocated to a series of Notes under the related Servicing Agreement. The Servicer will be entitled to receive a fee in respect of the related SUBI Assets equal to, for each Collection Period, in an amount equal to a specified percent per annum as set forth in the applicable Prospectus Supplement (the “Servicing Rate”) of the aggregate Securitization Value of all Leases as of the first day of the related Collection Period (the “Servicing Fee”). The Servicing Fee will be payable on each Payment Date and will be calculated and paid based upon a 360-day year consisting of twelve 30-day months.

     The Servicer will also be entitled to additional compensation in the form of expense reimbursement, administrative fees or similar charges paid with respect to the Leases, including disposition fees and any late payment fees, extension fees now or later in effect (collectively, the “Administrative Charges”). For each series of Notes, the Servicer will pay all expenses incurred by it in connection with its servicing and administration activities under the related Servicing Agreement and will not be entitled to reimbursement of such expenses. For more information regarding the reimbursement of Disposition Expenses and Insurance Expenses, you should refer, respectively, to “Nissan Motor Acceptance Corporation – Early Termination,” “Description of the Servicing Agreement – Advances” and “– Realization Upon Liquidated Leases.” The Servicer will have no responsibility, however, to pay any losses with respect to any Titling Trust Assets.

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

Servicer Resignation and Termination

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

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

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Indemnification by and Limitation of Liability of the Servicer

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

     The Servicing Agreement will further provide that neither the Servicer nor any of its directors, officers, employees and agents will be under any liability to the related Issuing Entity or the related Securityholders for taking any action or for refraining from taking any action pursuant to the Servicing Agreement or for errors in judgment; provided, however, that neither the Servicer nor any other person described above will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunder. In addition, the Servicing Agreement will provide that the Servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to the Servicer’s servicing responsibilities under the Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability. The Servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Servicing Agreement and the rights and duties of the parties thereto and the interests of the Securityholders thereunder. Any indemnification or reimbursement of the Servicer could reduce the amount otherwise available for distribution to Securityholders.

Servicer Defaults

     “Servicer Default” under each Servicing Agreement will consist of the following:

(a)	any failure by the Servicer to deliver or cause to be delivered any required payment to (i) the related Indenture Trustee for distribution to the Noteholders, (ii) if applicable, the Owner Trustee of the related Issuing Entity for distribution to the Certificateholder, which failure continues unremedied for five Business Days after discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice thereof from the related Indenture Trustee, the Certificateholder or Noteholders evidencing at least a majority interest of the aggregate outstanding principal amount of the outstanding Notes of the related series, voting together as a single class,
(b)	any failure by the Servicer to duly observe or perform in any material respect any of its other covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of any holder of the related SUBI Certificate, the Noteholders or the Certificateholder, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the outstanding Notes of the related series, voting as a single class, consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the related holders evidencing at least a majority of the outstanding Notes of the related series, voting as a single class, or such default becomes known to the Servicer,
(d)	any representation, warranty or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of any holder of the SUBI Certificate, the Noteholders or the Certificateholder of the related series, and continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the outstanding Notes of the related series, voting as a single class, consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Titling Trustee or the related holders evidencing at least a majority of the outstanding Notes of the related series, voting as a single class, or such incorrectness becomes known to the Servicer, or
(e)	the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation respect of the Servicer (in each case, remains unstayed and effect for a period of 90 consecutive days).

Rights Upon Servicer Default

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

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Removal or Replacement of the Servicer

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

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

     In the event of a termination of the Servicer as a result of a Servicer Default with respect only to the assets of one SUBI, the Titling Trustee, acting at the direction of the holder and pledgee of the related SUBI Certificate — which holder will be the related Indenture Trustee, acting at the direction of Noteholders holding not less than 66 2/3% of the aggregate principal amount of the related series of Notes, voting together as a single class, so long as any such series of Notes are outstanding and thereafter the Owner Trustee of the related Issuing Entity acting at the direction of the Certificateholder — will appoint a successor servicer. The Titling Trustee will have the right to approve that successor servicer, and that approval may not be unreasonably withheld. If a successor servicer is not appointed by the effective date of the predecessor servicer’s resignation or termination, then the Trust Agent will act as successor servicer. If the Trust Agent is legally unable to act as the Servicer, then the Titling Trust will be required to appoint, or petition a court of competent jurisdiction to appoint, any established entity the regular business of which includes the servicing of motor vehicle leases or retail installment sales contracts as the successor servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the related Leases and the Leased Vehicles to the successor services will be paid by the predecessor servicer (or, if the predecessor servicer is the Trust Agent, by NMAC).

     Upon the appointment of a successor servicer, the successor servicer will assume all of the rights and obligations of the Servicer under the related Servicing Agreement; provided, however, that no successor servicer will have any responsibilities with respect to the purchase of additional leases or vehicles by the Titling Trust or with respect to making advances. Any compensation payable to a successor servicer may not be in excess of that permitted the predecessor servicer unless the holders of the UTI and the SUBIs, as the case may be, bear such excess costs exclusively. If a bankruptcy trustee or similar official has been appointed for the Servicer, that trustee or official may have the power to prevent an Indenture Trustee, the Trustee of a Trust, the Noteholders of a series or (if applicable) the related Certificateholder from effecting that transfer of servicing. The predecessor servicer will have the right to be reimbursed for any outstanding advances made with respect to the related SUBI Assets to the extent funds are available therefore in respect of the advances made.

Waiver of Past Defaults

     With respect to any Servicer Default related to a series of Notes, the Trustee of the Titling Trust, acting on the direction of the holders of Notes evidencing a majority of the principal amount of the then outstanding Notes of the related series, may waive any default of the Servicer in the performance of its obligations under the related Servicing Agreement and, upon any such waiver, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedies for all purposes under the related Servicing Agreement. No such waiver will extend to any subsequent or other Servicer Default.

Termination

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

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Amendment

     The Servicing Agreement may be amended without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the related series of Noteholders will require the consent of such Noteholders evidencing not less than a majority of the aggregate outstanding amount of the Notes of that series voting together as a single class or (B) such amendment will not, as evidenced by an officer’s certificate of the Servicer or the Depositor, as applicable, delivered to the Indenture Trustee, materially and adversely affect the interests of such Noteholders and (ii) any amendment that adversely affects the interests of the related Certificateholder, the Indenture Trustee or the Owner Trustee will require the prior written consent of each person whose interests are adversely affected. An amendment will be deemed not to materially and adversely affect the interests of the Noteholders of a series 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 Certificateholder of a series or the related Owner Trustee will be deemed to have been given if the Servicer or Depositor, as applicable, does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The Indenture Trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

     Notwithstanding the foregoing, no amendment to the Servicing Agreement will (i) reduce the interest rate or principal amount of any Note, change the due date of any installment of principal of or interest on any Note, or the Redemption Price, or delay the final scheduled payment date of any Note without the consent of the holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the outstanding Notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal amount of the outstanding Notes which were required to consent to such matter before giving effect to such amendment. Further, the Servicing Agreement may be amended without the consent of any of the Noteholders or any other Person to add, modify or eliminate those 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 adverse effect is delivered to the Indenture Trustee.

     Under the Servicing Agreement, neither the trustee of NILT Trust, nor the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of NILT Trust and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE TRUST ADMINISTRATION AGREEMENT

General

     NMAC, in its capacity as administrative agent for each series of Notes (the “Administrative Agent”), will enter into an agreement (as amended and supplemented from time to time, a “Trust Administration Agreement”) with the related Issuing Entity and the Indenture Trustee pursuant to which the Administrative Agent will agree, to the extent provided in that Trust Administration Agreement, to perform the administrative obligations required to be performed by the related Issuing Entity or the Owner Trustee under the Indenture and Trust Agreement. As compensation for the performance of the Administrative Agent’s obligations under the Trust Administration Agreement and as reimbursement for its expenses related thereto, the Administrative Agent will be entitled to a monthly administration fee in an amount that will be set forth in the applicable Prospectus Supplement (the “Administrative Fee”), which fee will be paid by the Servicer and not from the proceeds of the Leases, Leased Vehicles or other Titling Trust Assets an annual payment of compensation which shall be solely an obligation of the Servicer. The Administrative Agent will pay the fees and expenses of the Trustees of each related Issuing Entity and each paying agent, if any. The Trust Administration Agreement will be governed by the laws of the State of New York.

Amendment

     The Trust Administration Agreement may be amended with the written consent of the Owner Trustee but without the consent of the Noteholders or the Certificateholder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Administration Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, that 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 or the Certificateholder. The Trust Administration Agreement may also be amended with the written consent of the Owner Trustee, the Certificateholder and the Noteholders evidencing at least a majority of the aggregate outstanding principal amount of Notes of the related series for the

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purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of Trust Administration Agreement or of modifying in any manner the rights of Noteholders or Certificateholder; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Leases or distributions that are required to be made for the benefit of the Noteholders or the Certificateholder or (ii) reduce the percentage of the Noteholders that are required to consent to any such amendment without the consent of the holders of all outstanding Notes of the related series. Notwithstanding the foregoing, the Administrative Agent may not amend the Trust Administration Agreement without the permission of the Depositor, which permission will not be unreasonably withheld.

     Under the Trust Administration Agreement, neither the trustee of NILT Trust, nor the Indenture Trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer will deliver to a responsible officer of the trustee of NILT Trust and the Indenture Trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the Indenture Trustee may conclusively rely upon the officer’s certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE HEDGE AGREEMENT

     The following summary describes certain terms of an interest rate swap agreement, a currency swap agreement and an interest rate cap agreement that an Issuing Entity may enter into in order to reduce its exposure to currency and/or interest rate risks. Throughout this prospectus, the term “swap agreement” refers to either an interest rate swap agreement or a currency swap agreement and the term “swap” refers to either an interest rate swap or a currency swap. The provisions of any particular interest rate swap agreement, currency swap agreement or interest rate cap agreement may differ from those described in this section and will be more fully described in the related Prospectus Supplement. In addition, this summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of any swap agreement that is entered into by the related Issuing Entity.

Payments Under the Hedge Agreement

     As specified in the related Prospectus Supplement, in connection with an interest rate swap, a currency swap or an interest rate cap, on the Closing Date the related Issuing Entity may enter into a International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement (Multi Currency-Cross Border) (such agreement, the “Master Agreement”) with NMAC or an unaffiliated third party (in the case of an interest rate swap or a currency swap, the “Swap Counterparty” or, in the case of an interest rate cap, the “Cap Provider”), as modified to reflect the transactions described below (the Master Agreement, as so modified with respect to an interest rate swap or a currency swap, the “Swap Agreement” or, as so modified with respect to an interest rate cap, the “Cap Agreement”). Each of the Swap Agreement and the Cap Agreement will incorporate certain relevant standard definitions published by ISDA. Unless otherwise provided, as used herein, “Hedge Agreement” means either a Swap Agreement or a Cap Agreement and “Hedge Counterparty” means either a Swap Counterparty or a Cap Provider.

     Swap Agreement. Under the Swap Agreement, the Issuing Entity will generally pay to the Swap Counterparty amounts in respect of interest and principal, as applicable, due on each Payment Date under the Swap Agreement, and the Swap Counterparty will generally pay to the Issuing Entity amounts equal to the interest or principal payable on the relevant Notes. If the Issuing Entity is unable to make any payment due to be made by it to the Swap Counterparty under the Swap Agreement, the Swap Counterparty generally will not be obligated to make its corresponding payment to the Issuing Entity under the Swap Agreement.

     If so specified in the related Prospectus Supplement, if on any specified payment date under the Swap Agreement the amount of funds from collections and other sources available to the Issuing Entity to make any payment owed to the Swap Counterparty is less than the amount due to the Swap Counterparty, the obligation of the Swap Counterparty to pay an amount equal to the interest or principal otherwise due on the relevant Notes on that date may be reduced in the same proportion as the proportion that the shortfall in the amount owed to the Swap Counterparty represents of the total amount due. Under such circumstances, if on a subsequent specified payment date, amounts are available and are paid by the Issuing Entity to the Swap Counterparty to reimburse all or any part of the shortfall, then the obligation of the Swap Counterparty to pay an amount equal to the interest or principal otherwise due on the Notes on that date will be increased in the same proportion as the proportion that the amount of the reimbursement represents of the amount otherwise owed by the Swap Counterparty on that date.

     Unless the Swap Agreement is terminated early as described under “— Early Termination of Swap Agreement,” the Swap Agreement will terminate on the earlier of (i) the scheduled maturity date of the Notes and (ii) the date on which all amounts due in respect of the Swap Agreement have been paid.

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     Cap Agreement. Under the Cap Agreement, generally, if a specified interest rate related to any payment date exceeds the cap rate (the “Cap Rate”) specified in the related Prospectus Supplement, the Cap Provider may be required to pay to the Trust an amount equal to the product of:

• the specified interest rate for the related payment date minus the Cap Rate,

• the notional amount of the cap, which may be equal to the total outstanding principal amount of the relevant Notes on the first day of the accrual period related to such payment date, and

• a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the Closing Date, to but excluding the first payment date, and the denominator of which is 360 or 365, as specified in the applicable Prospectus Supplement.

     Unless the Cap Agreement is terminated early as described below under “— Early Termination of Hedge Agreement,” the Cap Agreement will terminate, with respect to the relevant class or classes of Notes, on the earlier of (x) such Notes’ final scheduled Payment Date and (y) the date on which the principal balance of those Notes has been reduced to zero.

Conditions Precedent

     With respect to a Swap Agreement, the respective obligations of the Swap Counterparty and the Issuing Entity to pay certain amounts due under the Swap Agreement will be subject to the following conditions precedent: (i) no Swap Event of Default or event that with the giving of notice or lapse of time or both would become an Event of Default will have occurred and be continuing and (ii) no Early Termination Date will have occurred or been effectively designated. With respect to a Cap Agreement, the obligations of the Cap Provider to pay certain amounts due under the Cap Agreement will be subject to the conditions precedent that no Early Termination Date will have occurred or been effectively designated.

Defaults Under the Hedge Agreement

     Events of default under the Hedge Agreement (each, a “Swap Event of Default” or a “Cap Event of Default,” as applicable, and collectively, a “Hedge Event of Default”) generally will be limited to: (i) the failure of the Issuing Entity (under the Swap Agreement only) or the Hedge Counterparty to pay any amount when due under the Hedge Agreement after giving effect to the applicable grace period, if any; (ii) the occurrence of certain events of insolvency or bankruptcy of the Issuing Entity (under the Swap Agreement only) or the Hedge Counterparty; and (iii) certain other standard events of default under the Master Agreement including “Breach of Agreement,” “Misrepresentation” (generally not applicable to the Issuing Entity) and “Merger without Assumption,” as described in Sections 5(a)(ii), 5(a)(iv) and 5(a)(viii) of the Master Agreement and [such other events of default as may be described in the related Prospectus Supplement.]

Termination Events

     Termination events under a Hedge Agreement (each, a “Swap Termination Event” or a “Cap Termination Event,” as applicable, and collectively, a “Hedge Termination Event”) will consist of the following: (i) the related Trust or the Depositor becomes subject to registration as an “investment company” under the Investment Company Act of 1940 (under the Swap Agreement only); and (ii) certain standard termination events under the Master Agreement including “Illegality” (which generally relates to changes in law causing it to become unlawful for either of the parties to perform its obligations under the Hedge Agreement), “Tax Event” (which generally relates to either party to the Hedge Agreement receiving payments thereunder from which an amount has been deducted or withheld for or on account of certain taxes) and “Tax Event Upon Merger” (which generally relates to a party to the Hedge Agreement receiving a payment under the Hedge Agreement from which an amount has been deducted or withheld for or on account of certain taxes as a result of a party merging with another entity), each as more fully described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the Master Agreement and such other termination events as may be described in the related Prospectus Supplement; provided, however, that the occurrence of a “Tax Event” or “Tax Event Upon Merger” generally will only constitute a Hedge Termination Event if the requisite percentage of Noteholders specified in the related Prospectus Supplement directs the Trustee to terminate the Hedge Agreement and liquidate the assets of the Trust.

Early Termination of Hedge Agreement

     Upon the occurrence of any Hedge Event of Default under the Hedge Agreement, the non-defaulting party will have the right to designate an Early Termination Date (as defined in the Hedge Agreement) upon the occurrence and continuance of such Hedge Event

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of Default. A Hedge Agreement will terminate on an Early Termination Date. With respect to Hedge Termination Events, an Early Termination Date may be designated by one or both of the parties (as specified in the Hedge Agreement with respect to each such termination event) and will occur only upon notice and, in certain cases, after the party causing the termination event has used reasonable efforts to transfer its rights and obligations under such Hedge Agreement to a related entity within a limited period after notice has been given of the termination event, all as set forth in the Hedge Agreement. The occurrence of an Early Termination Date under the Hedge Agreement will constitute a “Swap Termination” or a “Cap Termination,” as applicable, and each a “Hedge Termination.”

     Upon any Hedge Termination, the Issuing Entity (under a Swap Agreement only) or the Hedge Counterparty may be liable to make a termination payment to the other (regardless, if applicable, of which party may have caused such termination). Such termination payment will be calculated on the basis that the Issuing Entity is the Affected Party (as defined in the Hedge Agreement), subject to certain exceptions. With respect to a Swap Agreement, the amount of any such termination payment will be based on the market value of the Swap Agreement computed on the basis of market quotations of the cost of entering into swap transactions with the same terms and conditions that would have the effect of preserving the respective full payment obligations of the parties, in accordance with the procedures set forth in the Swap Agreement (assuming, for purposes of such calculation, that all outstanding amounts previously due but unpaid to the Swap Counterparty are due and payable on the first related Payment Date that would have occurred after the Early Termination Date). With respect to a Cap Agreement, the amount of any such termination will be based on the market value of the Cap Agreement computed on the basis of market quotations of the cost of entering into interest rate cap transactions with the same terms and conditions that would have the effect of preserving the respective full payment obligations of the parties, in accordance with the procedures set forth in the Cap Agreement (assuming, for purposes of such calculation, that all outstanding shortfalls in amounts payable as cap payments to the Issuing Entity are due and payable on the first related Payment Date that would have occurred after the Early Termination Date). Any such termination payment could, if interest or currency exchange rates have changed significantly, be substantial.

     The Prospectus Supplement will specify whether the defaulting party will be entitled to any portion of the termination payment related to the market value of the Swap Agreement because of its default with respect to any particular Swap Event of Default or Swap Termination Event.

     Generally, if a Hedge Termination occurs, the principal of each class of Notes will become immediately payable and the Indenture Issuing Entity will be obligated to liquidate the assets of the related Issuing Entity. In any such event, the ability of the Issuing Entity to pay interest and/or principal on each class of Notes will depend on (i) the price at which the assets of the Issuing Entity are liquidated, (ii) in the case of a Swap Termination, (a) the amount of the swap termination payment, if any, which may be due to the Swap Counterparty from the Issuing Entity under the Swap Agreement and (b) the amount of the swap termination payment, if any, which may be due to the Issuing Entity from the Swap Counterparty under the Swap Agreement, and (iii) in the case of a Cap Termination, the amount of the cap termination payment, if any, which may be due to the Issuing Entity from the Cap Provider under the Cap Agreement. In the event that the net proceeds of the liquidation of the assets of the Issuing Entity are not sufficient to make all payments due in respect of the Notes and for the Issuing Entity to meet its obligations, if any, in respect of the termination of the Hedge Agreement, then such amounts will be allocated and applied in accordance with the priority of payments described in the related Prospectus Supplement. In the case of a Swap Termination, the claims of the Swap Counterparty in respect of such net proceeds will rank higher in priority than the claims of the relevant Notes. If a Hedge Termination occurs and the related Issuing Entity does not terminate, that Issuing Entity will not be protected from the interest rate and currency fluctuations hedged by the Hedge Agreement, and payments to the related Noteholders and the Certificateholder may be adversely affected.

Taxation

     Neither the Issuing Entity nor the Hedge Counterparty will be obligated under a Hedge Agreement to gross up if withholding taxes are imposed on payments made under the Hedge Agreement.

     With respect to the Swap Agreement, if any withholding or similar tax is imposed on payments by the related Issuing Entity to the Swap Counterparty under the Swap Agreement, the Swap Counterparty will be entitled to deduct amounts in the same proportion (as calculated in accordance with the Swap Agreement) from subsequent payments due from it. If the Swap Counterparty is required to withhold amounts from payments by the Swap Counterparty under the Swap Agreement, the payment obligations of the Swap Counterparty will be reduced by such amounts and the payment obligations of the Issuing Entity under the Swap Agreement will remain the same. With respect to the Cap Agreement, if the Cap Provider is required to withhold amounts from payments by the Cap Provider under the Cap Agreement, the payment obligations will be reduced by such amounts and the payment obligations, if any of the Issuing Entity under the Cap Agreement will remain the same. In any of these events, payments on the Securities may be subject to reduction in proportion to the amount so deducted or withheld. Further, a specified percentage of the Securityholders may direct the

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Trustee to terminate the Hedge Agreement and liquidate the assets of the Issuing Entity, as described above under “— Termination Events.”

Assignment

     Except as provided below, neither the Issuing Entity nor the Hedge Counterparty will be permitted to assign, novate or transfer as a whole or in part any of its rights, obligations or interests under the Hedge Agreement. The Hedge Counterparty may transfer the Hedge Agreement to another party on ten business days’ prior written notice, provided that (i) such notice will be accompanied by a guarantee of the Hedge Counterparty of such transferee’s obligations in form and substance reasonably satisfactory to the Trustee, (ii) the Hedge Counterparty delivers an opinion of independent counsel of recognized standing in form and substance reasonably satisfactory to the Trustee confirming that as of the date of such transfer the transferee will not, as a result of such transfer, be required to withhold or deduct on account of tax under the Hedge Agreement, (iii) a Hedge Termination Event or Hedge Event of Default does not occur under the Hedge Agreement as a result of such transfer and (iv) the then current ratings of the Securities are not adversely affected as a result of such transfer. In addition, if the debt rating of the Hedge Counterparty is reduced to a level below that specified in the related Prospectus Supplement, the Hedge Counterparty generally may assign the Hedge Agreement to another party (or otherwise obtain a replacement hedge agreement on substantially the same terms as the Hedge Agreement) and thereby be released from its obligations under the Hedge Agreement; provided that (i) the new hedge counterparty by a written instrument accepts all of the obligations of the Hedge Counterparty under the Hedge Agreement to the reasonable satisfaction of the Trustee, (ii) the Hedge Counterparty delivers an opinion of independent counsel of recognized standing in form and substance reasonably satisfactory to the Trustee confirming that as of the date of such transfer the new hedge counterparty will not, as a result of such transfer or replacement, be required to withhold or deduct on account of tax under the Hedge Agreement, (iii) a Hedge Termination Event or Hedge Event of Default does not occur under the Hedge Agreement as a result of such transfer and (iv) the ratings assigned to the Securities after such assignment and release will be at least equal to the ratings assigned by any applicable rating agency to the Securities at the time of such reduction of the rating of the Hedge Counterparty’s long-term debt. Any cost of such transfer or replacement will be borne by the Hedge Counterparty or the new hedge counterparty and not by the Issuing Entity; provided, however, that the Hedge Counterparty will not be required to make any payment to the new hedge counterparty to obtain an assignment or replacement swap or cap. The Hedge Counterparty will have no obligation to assign the Hedge Agreement or obtain a replacement hedge agreement in the event of a ratings downgrade and neither the Issuing Entity nor the Securityholders will have any remedy against the Hedge Counterparty if the Hedge Counterparty fails to make such an assignment or obtain a replacement hedge agreement. In the event that the Hedge Counterparty does not elect to assign the Hedge Agreement or obtain a replacement hedge agreement, the Hedge Counterparty may (but will not be obligated to) establish any other arrangement satisfactory to the applicable rating agency, in each case such that the ratings of the Securities by the applicable rating agency will not be withdrawn or reduced.

Modification and Amendment of the Hedge Agreement

     The Indenture will contain provisions permitting the Indenture Trustee to enter into any amendment of the Hedge Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision therein which may be inconsistent with any other provision therein or with such agreement or (iii) to add any other provisions with respect to matters or questions arising under the Hedge Agreement; provided, in the case of clause (iii), that such amendment will not adversely affect in any material respect the interest of any specified Noteholder. Any such amendment will be deemed not to adversely affect in any material respect the interests of any specified Noteholder if the Indenture Trustee receives written confirmation from each Rating Agency that such amendment will not cause such Rating Agency to reduce the then current rating thereof.

MISCELLANEOUS PROVISIONS OF THE BASIC DOCUMENTS

Bankruptcy Provisions

     Each of the parties to the Basic Documents, and each Securityholder, by accepting the related security, including each Noteholder, by accepting the Note or a beneficial interest in the related Notes, will 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 (as defined below) have been paid in full, it will not institute against, or join any other person instituting against the Depositor, NILT, Inc., the Titling Trust, the Issuing Entity and any other affiliate of the Depositor or the UTI Beneficiary, any beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law. A “Securitized Financing” is (i) any financing transaction undertaken by the Depositor or the UTI Beneficiary, or any of their affiliates, that is secured directly or indirectly, by any assets of the Titling Trust or the UTI, a SUBI or any interest therein and any financing undertaken in correction with the issuance, pledge or assignment of the UTI or a SUBI, (ii) any sale, lease or other transfer by the

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Depositor, or the UTI Beneficiary, or any of their affiliates, of an interest in the UTI or a SUBI or (iii) any other asset securitization, secured loan or similar transaction including assets of the Titling Trust or any beneficial interest in such assets or the Titling Trust.

Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

     In general, except as otherwise described in this prospectus and the Basic Documents, any Notes owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or one of its affiliates is the Servicer) or any of their respective affiliates will be entitled to benefits under the Basic Documents equally and proportionately to the benefits afforded other owners of the Notes. See “The Issuing Entity — Formation,” “The Trust Agreement — Restrictions on Actions by Owner Trustee,” “— Resignation and Removal of the Owner Trustee,” “The Servicing Agreement — Servicer Defaults” and “Miscellaneous Provisions — Amendment Provisions” of this Prospectus.

Fees and Expenses

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

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

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

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

     The Owner Trustee and Paying Agent. The Administrative Agent will pay the Owner Trustee and each paying agent such fees as have been agreed upon among the Depositor, the Administrative Agent and the Owner Trustee or the paying agent, and will reimburse the Owner Trustee and each paying agent for their reasonable expenses. The Administrative Agent will not be entitled to be reimbursed from the Issuing Entity’s Estate for the payment of such expenses.

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

ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI

The Titling Trust

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

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Qualification of NILT, Inc. as Fiduciary

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

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

Structural Considerations

     Unlike many structured financings in which the holders of the notes have a direct ownership interest or a perfected security interest in the underlying assets being securitized, the Issuing Entity for each series of Notes will not directly own the related SUBI Assets. Instead, the Titling Trust will own the Titling Trust Assets, including all SUBI Assets, and the Titling Trustee will take actions with respect thereto in the name of the Titling Trust on behalf of and as directed by the beneficiaries of the Titling Trust (i.e., the holders of the UTI Certificate and all other SUBI Certificates). The primary asset of each Trust will be a SUBI Certificate evidencing a 100% beneficial interest in the related SUBI Assets, and the Indenture Trustee for that series of Notes will take action with respect thereto in the name of the Issuing Entity and on behalf of the related Noteholders and the Transferor. Beneficial interests in the Leases and Leased Vehicles represented by the SUBI Certificate, rather than direct legal ownership, are transferred under this structure in order to avoid the administrative difficulty and expense of retitling the Leased Vehicles in the name of the transferee. The Servicer and/or the Titling Trustee will segregate the SUBI Assets allocated to a series of Notes from the other Titling Trust Assets on the books and records each maintains for these assets. Neither the Servicer nor any holders of other beneficial interests in the Titling Trust will have rights in such SUBI Assets, and payments made on any Titling Trust Assets other than those SUBI Assets generally will not be available to make payments on the related series of Notes or to cover expenses of the Titling Trust allocable to such SUBI Assets.

Allocation of Titling Trust Liabilities

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

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

(1)	tax liens arising against the Depositor, NMAC, the Titling Trust, the UTI Beneficiary or the related Issuing Entity;
(2)	liens arising under various federal and state criminal statutes;

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(3)	certain liens in favor of the Pension Benefit Guaranty Corporation; and
(4)	judgment liens arising from successful claims against the Titling Trust arising from the operation of the leased vehicles constituting Titling Trust Assets.

     See “Risk Factors — Interests of other persons in the leases and the leased vehicles could be superior to the trust’s interest, which may result in delayed or reduced payment on your notes,” “— Vicarious tort liability may result in a loss,” “— A depositor or servicer bankruptcy could delay or limit payments to you,” “Additional Legal Aspects of the Leases and the Leased Vehicles — Vicarious Tort Liability” and “— Consumer Protection Laws” for a further discussion of these risks.

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

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

The SUBI

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

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

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

     The UTI Beneficiary has pledged the UTI Assets as security in connection with the financing of the acquisition of the UTI Assets and may create and sell or pledge Other SUBIs in connection with other financings. Each holder or pledgee of the UTI or any Other SUBI will be required to expressly disclaim any interest in the assets already allocated to an existing SUBI, and to fully subordinate any claims to the related SUBI Assets in the event that this disclaimer is not given effect.

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

Insolvency Related Matters

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

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

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

• a filing were to be made under any insolvency law by or against the Titling Trust, the Depositor or the related Issuing Entity, or

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

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

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

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

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

     In an insolvency proceeding of NMAC, (1) Repurchase Payments made by NMAC, as Servicer, in respect of certain Leases, (2) payments made by NMAC on certain insurance policies required to be obtained and maintained by lessees pursuant to the Leases, (3) unreimbursed advances made by NMAC, as Servicer, pursuant to the Servicing Agreement, and (4) payments made by NMAC to the Depositor may be recoverable by NMAC as debtor-in-possession or by a creditor or a trustee in bankruptcy of NMAC as a preferential

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transfer from NMAC if those payments were made within ninety days prior to the filing of a bankruptcy case in respect of NMAC or one year with respect to transfers to affiliates. In addition, the insolvency of NMAC could result in the replacement of NMAC as Servicer, which could in turn result in a temporary interruption of payments on any series of Notes. See “Risk Factors — A depositor or servicer bankruptcy could delay or limit payments to you” and “–Adverse events with respect to Nissan Motor Acceptance Corporation, its affiliates or third party providers to whom Nissan Motor Acceptance Corporation outsources its activities may affect the timing of payments on your notes or have other adverse effects on your notes.”

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

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

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

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

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

ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES

Back-up Security Interests

     The Leases are “tangible chattel paper” as defined in the UCC. Pursuant to the Delaware UCC, a non-possessory security interest in or transfer of chattel paper in favor of the Depositor may be perfected by filing a UCC-1 financing statement with the appropriate state authorities in the jurisdiction of formation of the Depositor (i.e., the Delaware Secretary of State) and assigned to the related Issuing Entity and thereafter to the Indenture Trustee. On or prior to each Closing Date, “protective” UCC-1 financing statements will be filed in Delaware to effect this perfection. The back-up security interest that the Indenture Trustee for each series of Notes has in the related Leases could be subordinate to the interest of certain other parties who take possession of those Leases before the filings described above have been completed. Specifically, that Indenture Trustee’s security interest in the related Lease could be subordinate to the rights of a purchaser of such Lease who takes possession of the Lease without knowledge or actual notice of the Indenture Trustee’s security interest. The Leases will not be stamped to reflect the foregoing back-up security arrangements.

     Various liens such as those discussed under “Additional Legal Aspects of the Titling Trust and the SUBI – Allocation of Titling Trust Liabilities” could be imposed upon all or part of the SUBI Assets allocated to a series of Notes (including the related Leased Vehicles) that, by operation of law, would take priority over the related Indenture Trustee’s interest therein. For a discussion of the risks associated with third-party liens on Leases and Leased Vehicles allocated to a series of Notes, see “Risk Factors – Interest of other persons in the leases and the leased vehicles could be superior to the trust’s interest, which may result in delayed or reduced payment on your notes.” Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the Issuing Entity could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Depositor prior to any perfection of the transfer of the assets transferred by the Depositor to the related Issuing Entity pursuant to the Trust SUBI Certificate Transfer Agreement. Additionally, any perfected security interest of the Indenture Trustee in all or part of the property of the related Issuing Entity could also be subordinate to claims of any trustee in bankruptcy or debtor-in-possession in the event of a bankruptcy of the Depositor prior to any perfection of the transfer of the assets transferred by the Depositor to the related Trust pursuant to the Trust SUBI Certificate Transfer Agreement. See “Risk Factors – Transferor or servicer bankruptcy could delay or limit payments to you.”

Vicarious Tort Liability

     Although the Titling Trust will own the Leased Vehicles allocated to the SUBI and the related Issuing Entity will have a beneficial interest therein evidenced by the SUBI Certificate, the related lessees and their respective invitees will operate the Leased Vehicles. State laws differ as to whether anyone suffering injury to person or property involving a leased vehicle may bring an action against the owner of the vehicle merely by virtue of that ownership. To the extent that applicable state law permits such an action and is not preempted by the Transportation Act, the Titling Trust and the Titling Trust Assets may be subject to liability to such an injured party. However, the laws of many states either (i) do not permit these types of suits, or (ii) the lessor’s liability is capped at the amount of any liability insurance that the lessee was required to, but failed to, maintain (except for some states, such as New York, where liability is joint and several). Furthermore, the Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). The Transportation Act is

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intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and should reduce the likelihood of vicarious liability being imposed on the Titling Trust.

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

     In contrast to California and many other states, in New York, the holder of title of a motor vehicle, including a Titling Trust as lessor, may be considered an “owner” and thus may be held jointly and severally liable with the lessee for the negligent use or operation of such motor vehicle. In New York, there does not appear to be a limit on an owner’s liability. In the context of the denial of a motion brought by the defendant to dismiss the case, the Supreme Court of New York ruled that a finance company acting as an agent for a Titling Trust may be considered an “owner” of a motor vehicle and thus subject to joint and several liability with the lessee for the negligent use or operation of the leased motor vehicle for the duration of a lease. As a result of the ruling in New York, losses could arise if lawsuits are brought against either the Titling Trust or NMAC, as agent of the Titling Trust, in connection with the negligent use or operation of any leased vehicles owned by the Titling Trust, including the Leased Vehicles allocated to a SUBI. This case was decided prior to the enactment of the Transportation Act. A New York court considering this issue after the enactment of the Transportation Act may reach a different conclusion given the broad federal preemption set forth in the Transportation Act.

     NMAC believes that the Titling Trust’s insurance coverage is substantial and NMAC is a named insured under the Titling Trust’s applicable insurance policies. For more information regarding these insurance policies, you should refer to “Nissan Motor Acceptance Corporation Insurance on the Leased Vehicles” and “Contingent and Excess Liability Insurance” in this Prospectus. However, in the event that all applicable insurance coverage were to be exhausted (including the coverage provided by the Contingent and Excess Liability Insurance policies) and damages in respect of vicarious liability were to be assessed against the Titling Trust, claims could be imposed against the Titling Trust Assets, including any Leased Vehicles allocated to the SUBI for a series of Notes, and in certain circumstances, with respect to a leased vehicle that is allocated to other SUBIs or the UTI. If any of these claims were imposed against the Titling Trust Assets, investors could incur a loss on their investment. See “Additional Legal Aspects of the Titling Trust and the SUBI Allocation of Titling Trust Liabilities” and Back-up Security Interests.”

Repossession of Leased Vehicles

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

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

Deficiency Judgments

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

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

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

Consumer Protection Law

     Numerous federal and state consumer protection laws impose requirements upon lessors and servicers involved in consumer leasing. The federal Consumer Leasing Act of 1976 and Regulation M, issued by the Board of Governors of the Federal Reserve System, for example, require that a number of disclosures be made at the time a vehicle is leased, including:

(1)	the amount and type of all payments due at the time of origination of the lease,
(2)	a description of the lessee’s liability at the end of the Lease Term,
(3)	the amount of any periodic payments and manner of their calculation,
(4)	the circumstances under which the lessee may terminate the lease prior to the end of the Lease Term,
(5)	the capitalized cost of the vehicle and
(6)	a warning regarding possible charges for early termination.

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

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

     The Servicemembers Civil Relief Act and similar laws of many states may provide relief to members armed services, including members of the Army, Navy, Air Force, Marines, National Guard, Reservists, Coast Guard and officers of the National Oceanic and Atmospheric Administration and officers of the U.S. Public Health Service assigned to duty with the military, on active duty, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including nonpayment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in the military, executes a lease of a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charge may be imposed on the lessee for such

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termination. No information can be provided as to the number of Leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in Iraq and the Middle East, have persons in reserve status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the Servicer to repossess a defaulted vehicle during the lessee’s period of active duty status. Thus, if a Lease goes into default, there may be delays and losses occasioned by the inability to exercise the rights of the Titling Trust with respect to the Lease and the related Leased Vehicle in a timely fashion. If a lessee’s obligations to make payments is reduced, adjusted or extended, the Servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the Notes and Certificates.

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

Other Limitations

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

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

     The following is a discussion of material federal income tax consequences of the purchase, ownership and disposition of the Notes. This discussion is based upon the advice of Mayer, Brown, Rowe & Maw LLP as to the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Notes and, subject to the assumptions, qualifications, limitations and exceptions set forth in this discussion, the statements set forth herein under the heading “Material Federal Income Tax Consequences,” to the extent that such statements constitute matters of law or legal conclusions relating to the federal tax laws of the United States, constitute the opinion of Mayer, Brown, Rowe & Maw LLP. The law covered by the Mayer, Brown, Rowe & Maw LLP opinion is limited to the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (including proposed and temporary Treasury regulations), and interpretations of the foregoing as expressed in court decisions, administrative determinations and the legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of the Mayer, Brown, Rowe & Maw LLP opinion. Mayer, Brown, Rowe & Maw LLP expresses no opinion as to the laws of any other jurisdiction and, unless otherwise specified, no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any country, municipality, subdivision or local authority or any jurisdiction.. This discussion is directed solely to investors that hold the notes as capital assets within the meaning of Section 1221 of the Code and does not purport to discuss all federal income tax consequences that may be applicable to particular individual circumstances, including those of banks, insurance companies, foreign investors, tax-exempt organizations, dealers in securities or currencies, mutual funds, real estate investment trusts, S corporations, estates and trusts, noteholders that hold the notes as part of a hedge, straddle, integrated or conversion transaction, or noteholders whose functional currency is not the United States dollar, some of which may be subject to special rules.

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

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personal investment circumstances nor, except for certain limited discussions of particular topics, to certain types of holders of Notes subject to special treatment under the federal income tax laws (e.g., financial institutions, broker-dealers, life insurance companies and tax-exempt organizations).

Opinion Regarding Tax Status of the Notes and the Issuing Entity

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

Stated Interest

     [Except to the extent provided in the applicable Prospectus Supplement,] stated interest on the Notes will be taxable as ordinary income for federal income tax purposes when received or accrued in accordance with a Note Owner’s method of tax accounting.

Original Issue Discount

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

     Note Owners of Notes issued with original issue discount generally must include original issue discount in gross income for federal income tax purposes as it accrues, in advance of receipt of the cash attributable to such income, under a method that takes account of the compounding of interest (“constant-yield method”). The Code requires that information with respect to the original issue discount accruing on any Note be reported periodically to the IRS and to certain categories of Note Owners.

     Each Issuing Entity will report original issue discount, if any, to the Note Owners based on the Treasury regulations relating to original issue discount (the “OID Regulations”). The OID Regulations concerning contingent payment debt instruments do not apply to prepayable debt instruments, such as the Notes, and other provisions of the OID Regulations either do not apply to prepayable securities such as the Notes or do not address the unique issues prepayable securities present.

     The OID Regulations provide that, in the case of debt instruments such as the Notes, (i) the amount and rate of accrual of original issue discount will be calculated based on a reasonable assumed prepayment rate (the “Prepayment Assumption”), and (ii) adjustments will be made in the amount and rate of accrual of such discount to reflect differences between the actual prepayment rate and the Prepayment Assumption. The method for determining the appropriate assumed prepayment rate will eventually be set forth in Treasury regulations, but those regulations have not yet been issued. The applicable legislative history indicates, however, that such regulations will provide that the assumed prepayment rate for securities such as the Notes will be the rate used in pricing the initial offering of those securities. If the Notes of a series are issued with original issue discount, the Prospectus Supplement for that series of Notes will specify the Prepayment Assumption. However, no representation is made (and special tax counsel is unable to opine) that the Notes of that series will, in fact, prepay at a rate based on the Prepayment Assumption or at any other rate.

     The Note Owner of a Note issued with original issue discount must include in gross income the sum of the “daily portions” of such original issue discount for each day during its taxable year on which it held such note. In the case of an original Note Owner, the daily portions of original issue discount are determined first by calculating the portion of the original issue discount that accrued during each period (an “accrual period”) that begins on the day following a Distribution Date (or in the case of the first such period, begins on the applicable closing date) and ends on the next succeeding Distribution Date. The original issue discount accruing during each accrual period is then allocated ratably to each day during such period to determine the daily portion of original issue discount for that day.

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     The portion of the original issue discount that accrues in any accrual period will equal the excess, if any, of (i) the sum of (A) the present value, as of the end of the accrual period, of all of the distributions to be made on the note, if any, in future periods (taking into account events that have occurred during the accrual period such as prepayments or actual losses) and (B) the distributions made on the note during the accrual period that are included in such note’s stated redemption price at maturity, over (ii) the adjusted issue price of the Note at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence will be calculated (i) assuming that the Notes will be prepaid in future periods at a rate computed in accordance with the Prepayment Assumption and (ii) using a discount rate equal to the original yield to maturity of the Notes. For these purposes, the original yield to maturity of the Notes will be calculated based on their issue price and assuming that the Notes will be prepaid in accordance with the Prepayment Assumption. The adjusted issue price of a Note at the beginning of any accrual period will equal the issue price of such Note, increased by the portion of the original issue discount that has accrued during prior accrual periods, and reduced by the amount of any distributions made on such Note in prior accrual periods that were included in such Note’s stated redemption price at maturity.

     The daily portions of original issue discount may increase or decrease depending on the extent to which the actual rate of prepayments diverges from the Prepayment Assumption. If original issue discount accruing during any accrual period computed as described above is negative, a Note Owner may only be entitled to offset such amount against positive original issue discount accruing on such Note in future accrual periods.

Market Discount

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

     Limitations imposed by the Code which are intended to match deductions with the taxation of income may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a Note with accrued market discount. A Note Owner may elect to include market discount in gross income as it accrues and, if such Note Owner makes such an election, it is exempt from this rule. Any such election will apply to all debt instruments acquired by the taxpayer on or after the first day of the first taxable year to which such election applies. The adjusted basis of a Note subject to such election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a sale or taxable disposition.

Total Accrual Election

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

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

Amortizable Bond Premium

     In general, if a Note Owner purchases a Note at a premium (that is, an amount in excess of the amount payable upon the maturity thereof), such Note Owner will be considered to have purchased such Note with “amortizable bond premium” equal to the amount of such excess. Such Note Owner may elect to amortize such bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant-yield method over the remaining term of the Note. Such Note Owner’s tax basis in the Note will be reduced by the amount of the amortized bond premium. Any such election shall apply to all debt instruments (other than

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instruments the interest on which is excludible from gross income) held by the Note Owner at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on a Note held by a Note Owner who does not elect to amortize the premium will decrease the gain or increase the loss otherwise recognized on the disposition of the Note.

Short-Term Debt

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

• an accrual method taxpayer,

• a bank,

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

• a regulated investment company or common trust fund or

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

     An owner of a Note who is not required to include OID income on the Note as it accrues will instead include the OID accrued on the Note in gross income as principal is paid thereon, at maturity and upon a sale or exchange of the Note. Such owner would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the Note to the extent it exceeds the sum of any interest income and OID accrued on such Note. However, the owner may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by the owner in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a Note on a straight-line basis, unless the owner irrevocably elects, under Treasury regulations, to apply a constant interest method, using the owner’s yield to maturity and daily compounding.

Disposition of the Notes

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

Information Reporting and Backup Withholding

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

Tax Consequences to Foreign Investors

     The following information describes the United States federal income tax treatment of investors that are not U.S. persons (each, a “Foreign Person”). The term “Foreign Person” means any Note Owner other than (i) a citizen or resident of the United States, (ii) a corporation or partnership (including an entity treated as a corporation or a partnership for federal income tax purposes) created or

85

organized in or under the laws of the United States or any political subdivision thereof (unless in the case of an entity treated as a partnership Treasury regulations are adopted that provide otherwise), (iii) an estate whose income is subject to United States federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) such trust is eligible to and has elected to be treated as a domestic trust pursuant to the Code, despite not meeting the requirements described in (a). Interest paid or accrued to a Foreign Person that is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person, will generally be considered “portfolio interest” and generally will not be subject to United States federal income tax and withholding tax, as long as the Foreign Person (i) is not actually or constructively a “10 percent shareholder” of the Issuing Entity or NMAC, or a “controlled foreign corporation” with respect to which the Issuing Entity or NMAC is a “related person” within the meaning of the Code, and (ii) provides an appropriate statement, signed under penalty of perjury, certifying that the Note Owner is a Foreign Person and providing that Foreign Person’s name and address. The statement may be made on a Form W-8BEN or substantially similar substitute form, and the Foreign Person must inform the withholding agent of any change in the information on the statement within 30 days of the change. If a certificate is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide a signed statement to the withholding agent. However, in that case, the signed statement must be accompanied by Form W-8BEN or substitute form provided by the Foreign Person to the organization or institution holding the certificate on behalf of the Foreign Person. Special rules apply to partnerships, estates and trusts, and in certain circumstances certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. If such interest were not portfolio interest, then it would be subject to United States federal income and withholding tax at a rate of 30 percent unless reduced or eliminated pursuant to an applicable income tax treaty.

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

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

State and Local Tax Considerations

     The discussion above does not address the tax consequences of purchase, ownership or disposition of the Notes under any state or local tax laws. Prospective investors are encouraged to consult their own tax advisors regarding state and local tax consequences of acquiring, owning and disposing of the Notes.

     The tax discussions set forth above are included for general information only, and may not be applicable depending upon a note owner’s particular tax situation. Prospective purchasers are encouraged to consult their tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

CERTAIN ERISA CONSIDERATIONS

General

     Subject to the following discussion the Notes may be acquired by pension, profit-sharing or other employee benefit plans, as well as individual retirement accounts, Keogh plans and other plans covered by Section 4975 of the Code (each a “Plan’’). Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA’’), and Section 4975 of the Code prohibit a Plan from engaging in certain transactions with persons that are “parties in interest’’ under ERISA or “disqualified persons’’ under the Code with respect to such Plans. A violation of these “prohibited transaction’’ rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiduciaries of the Plan. In addition, Title I of ERISA also requires fiduciaries of a Plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents.

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Prohibited Transactions

     Certain transactions involving the Issuer might be deemed to constitute or give rise to prohibited transactions under ERISA and Section 4975 of the Code with respect to a Plan that purchased Notes if assets of the Issuer were deemed to be assets of a Plan. Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation’’), the assets of the Issuer would be treated as “plan assets’’ of a Plan for purposes of ERISA and Section 4975 of the Code only if the Plan acquires an “equity interest’’ in the Issuer and none of the exceptions contained in the Plan Assets Regulation is applicable. An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, assuming the Notes constitute debt for local law purposes, the Transferor believes that, at the time of their issuance, the Notes should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. The debt treatment of the notes for ERISA purposes could change if the issuer incurs losses. This risk of recharacterization is enhanced for notes that are subordinated to other classes of securities.

     However, without regard to whether the Notes are treated as an equity interest for such purposes, the acquisition or holding of Notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if the Issuer, the Transferor, the Servicer, the Cap Provider, the Titling Trustee, the Owner Trustee, the Indenture Trustee, any certificateholder or any of their respective affiliates, is or becomes a Party in Interest with respect to such Plan. In such case, certain exemptions from the prohibited transaction rules could be applicable, depending on the identity of the Plan fiduciary making the decision to acquire a Note and the circumstances of the transaction. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE’’) 90-1, which exempts certain transactions involving insurance company pooled separate accounts, PTCE 95-60, which exempts certain transactions involving insurance company general accounts, PTCE 91-38, which exempts certain transactions involving bank collective investment funds, PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager’’ and PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager.’’ Insurance company general accounts should also discuss with their legal counsel the availability of exemptive relief under Section 401(c) of ERISA. A purchaser of Notes should be aware, however, that even if the conditions specified in one or more exemptions are met, the scope of the relief provided by the applicable exemption or exemptions might not cover all acts that might be construed as prohibited transactions.

     Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements, however governmental plans may be subject to comparable state law restrictions.

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

     Each purchaser or transferee of a Note, by its acceptance of that Note, will be deemed to have represented that (a) it is not acquiring the note (or any interest therein) with the assets of, any “employee benefit plan’’ as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, a “plan’’ as defined in Section 4975 of the Code, an entity whose underlying assets include “plan assets’’ of any of the foregoing, or any other plan which is subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code; or (b) the acquisition, holding and disposition of such Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar law.

UNDERWRITING

     On the terms and conditions set forth in an underwriting agreement with respect to the Notes of a given series (the “Underwriting Agreement”), the Depositor will agree to cause the related Issuing Entity to sell to the underwriters named in the Underwriting Agreement and in the applicable Prospectus Supplement, and each of those underwriters will severally agree to purchase, the principal amount of each class of Notes the related series set forth in the Underwriting Agreement and in the applicable Prospectus Supplement.

     In each Underwriting Agreement with respect to any given series of Notes, the several underwriters will agree, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Notes described in the Underwriting Agreement which are offered by this Prospectus and by the applicable Prospectus Supplement if any of those Notes are purchased.

     Each Prospectus Supplement will either (1) set forth the price at which each class of Notes being offered by that Prospectus Supplement will be offered to the public and any concessions that may be offered to some dealers participating in the offering of those Notes, or (2) specify that the related Notes are to be resold by the underwriters in negotiated transactions at varying prices to be

87

determined at the time of that sale. After the initial public offering of those Notes, those public offering prices and those concessions may be changed.

     The Underwriting Agreement will provide that the Depositor and NMAC will indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect thereof.

     Each Issuing Entity may, from time to time, invest the funds in Accounts in eligible investments acquired from the underwriters. Pursuant to each Underwriting Agreement with respect to a given series of Notes and Certificates, the closing of the sale of any class of Notes subject to that Underwriting Agreement will be conditioned on the closing of the sale of all other classes of Notes of that series. The place and time of delivery of any series of Notes with respect to which this Prospectus is delivered will be set forth in the applicable Prospectus Supplement.

LEGAL OPINIONS

     Certain legal matters relating to the Notes of any series, including the legality of such Notes will be passed upon for the related Issuing Entity, the Depositor and the Servicer by the general counsel of the Servicer and Mayer, Brown, Rowe & Maw LLP. In addition, certain United States federal and tax and other matters will be passed upon for the related Issuing Entity by Mayer, Brown, Rowe & Maw LLP.

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INDEX OF PRINCIPAL TERMS

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

30/360	41
ABS	27
account	28
accrual period	84
Actual/360	41
Actual/Actual	41
Administrative Agent	70
Administrative Charges	67
Administrative Lien	23
Advance	65
amortizable bond premium	85
Auction Proceeds	62
Base Rate	40
Basic Servicing Agreement	21
Beneficial Owner	46
Breach of Agreement	72
Business Day	41
Calculation Agent	41
Cap Agreement	71
Cap Event of Default	72
Cap Provider	71
Cap Rate	71
Cap Termination Event	72
Casualty Termination	36
Cede	39
certificated security	79
Certificateholder	55
Certificates	20
chattel paper	80
class	39
Clearstream Banking Luxembourg	45
Clearstream Banking Participants	45, 47
Closing Date	20
Code	51
Collateral	25
Collection Account	62
Collection Period	63
Collections	62
constant-yield method	84
Contingent and Excess Liability Insurance	32
Cooperative	47
credit enhancement	5
Credit Termination	36
Cutoff Date	24
daily portions	84
Dealers	20
Defaulted Vehicle	64
Definitive Notes	48
Depositaries	45
Depositor	20
Designated LIBOR Page	42
Direct Participants	46
Disposition Amount	35
Disposition Expenses	36
DTC	39
DTCC	46
Early Lease Terminations	36
Early Termination Charge	36
Early Termination Purchase Option Price	62
EMCC	46
ERISA	87
Euroclear	45, 47
Euroclear Operator	45, 47
Euroclear Participants	45, 47
Excess Mileage and Excess Wear and Tear Charges	31
FICO Scores	29
Fixed Rate Notes	40
Floating Rate Notes	40
floorplan receivables	28
Foreign Person	86
GSCC	46
Hedge Agreement	71
Hedge Counterparty	71
Hedge Event of Default	72
Hedge Termination Event	72
Illegality	72
Indenture	39
Indenture Default	49
Index Currency	42
Indirect Participants	46
insolvency laws	75
Insurance Expenses	38
Insurance Proceeds	36
Interest Reset Date	40
Interest Reset Period	40
investment company	72
IRS	83
ISDA	71
Issuing Entity	20
Issuing Entity’s Estate	21
LCN	30
Lease	66
Lease Maturity Date	35
Lease Rate	35
Lease Term	35
Leased Vehicles	20
Leases	20
Lemon Law	82
Lessee Initiated Early Termination	35
LIBOR	40
LIBOR Bloomberg	42
LIBOR Reuters	42
Liquidated Lease	62
Liquidation Proceeds	34, 62
LKE	34
London Business Day	41
loss	60
market discount rules	84
Master Agreement	71
Matured Vehicle	64

89

MBSCC	46
Merger without Assumption	72
Misrepresentation	72
Monthly Early Termination Sale Proceeds	63
Monthly Payment	35
Monthly Payment Advance	65
Monthly Sales Proceeds	63
Monthly Scheduled Termination Sale Proceeds	63
NALL II	24
NARC II	28
near-new	26
Net Auction Proceeds	63
Net Insurance Proceeds	38
Net Liquidation Proceeds	34, 63
Nissan	26
NMAC	20
NMAC Lease Customer Network	31
NNA	26
Note Factor	39
Noteholder	39
Notes	20
NSCC	46
NWRC II	28
OID	83
OID Regulations	84
Optional Purchase	56
Other SUBI	22
Other SUBI Assets	58
Other SUBI Certificates	22
owner	80
Payment Ahead	63
Payment Date	39
Plan	87
Plan Assets Regulation	87
Pooling Agreements	25
portfolio interest	86
Prepayment Assumption	84
Principal Financial Center	43
Prospectus	20
Prospectus Supplement	20
PTCE	87
Pull-Forward	34
Pull-Forward Payment	34
Purchase Agreements	25
QI 34 Rating Agency	33
Reallocation Payments	34
Receivables	24
Recoveries	63
Remaining Net Auction Proceeds	63
Remaining Payoffs	63
Replacement Vehicles	34
Repurchase Payments	23
Residual Value Surplus	63
Restricted Jurisdiction	23
retail receivable	27
RPM	31
Sales Proceeds Advance	65
SEC	3
Securities	20
Securities Act	28
Securitization Value	29
Security Deposit	36
Securityholders	55
Servicer	21
Servicer Default	67
Servicing Agreement	24
Servicing Fee	67
Servicing Rate	67
Spread	40
Strip Notes	39
SUBI	20
SUBI Assets	20
SUBI Certificate	20
SUBI Certificate Transfer Agreement	24
SUBI Supplement	23
SUBI Trust Agreement	24
Swap Agreement	71
Swap Counterparty	71
Swap Event of Default	72
Swap Termination Event	72
TARGET system	41
Tax Event	72
Tax Event Upon Merger	72
Term Extension	33
Terms and Conditions	47
Titling Trust	20
Titling Trust Agreement	21
Titling Trust Assets	22
Titling Trustee	21
Transportation Act	12
Trust Administration Agreement	70
Trust Agent	21
Trust Agreement	20
Trust SUBI Certificate Transfer Agreement	24
U.S. Bank	21
UCC	23
Underwriting Agreement	88
UTI Assets	58
UTI Beneficiary	20
UTI Certificates	22

90

$[           ]

(NISSAN LOGO)

NISSAN AUTO LEASE TRUST
[     ]-[      ]
Issuing Entity

$[     ] Asset Backed Notes, Class A-1

$[     ] Asset Backed Notes, Class A-2

$[     ] Asset Backed Notes, Class A-3

$[      ] Asset Backed Notes, Class A-4a

$[     ] Asset Backed Notes, Class A-4b

Nissan Auto Leasing LLC II
Depositor

Nissan Motor Acceptance Corporation,
Sponsor/Servicer

PROSPECTUS SUPPLEMENT

Underwriters

Dealer Prospectus Delivery Obligation. Until [      ,      ] all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

Registration Fees	$	642,000.00
Blue Sky Fees and Expenses	$	90,000.00
Printing Fees and Expenses	$	280,000.00
Trustee Fees and Expenses	$	64,000.00
Legal Fees and Expenses	$	640,000.00
Accounting Fees and Expenses	$	420,000.00
Rating Agencies’ Fees	$	1,600,000.00
Miscellaneous	$	60,000.00
Total	$	3,796,000.00

* Amounts to be completed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Item 15.1 Nissan Auto Leasing LLC II

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

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

          Item 15.2 Nissan-Infiniti LT, NILT Trust

          Section 3803 of the Delaware Statutory Trust Statute provides as follows:

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          3803. Liability of beneficial owners and trustees.

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

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

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

          3817. Indemnification.

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

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

     The Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT (as used in this paragraph, the “Agreement”) provides that the trustee and the trust agent for Nissan-Infiniti LT shall be indemnified and held harmless out of and to the extent of the trust assets with respect to any loss incurred by the trustee arising out of or incurred in connection with (i) any trust assets (including any loss relating to leases, leased vehicles, consumer fraud, consumer leasing act violations, misrepresentations, deceptive and unfair trade practices and any other loss arising in connection with any lease, personal injury or property damage claims arising with respect to any leased vehicle or any loss with respect to any tax arising with respect to any trust asset), or (ii) the acceptance or performance by the trustee of the trusts and duties contained in the Agreement and any other trust document, with any allocation of such indemnification among the trust assets to be made as provided for in the Agreement or in a supplement; provided however, that the trustee shall not be indemnified or held harmless out of the trust assets as to any such loss (a) for which the servicer shall be liable pursuant to the Agreement or any supplement, (b) incurred by reason of such trustee’s or such trust agent’s willful misconduct, bad faith or negligence, or (c) incurred by reason of the trustee’s willful misconduct, bad faith or negligence, or (d) incurred by reason of the trustee’s breach of the Agreement, or its representations and warranties pursuant to any servicing agreement.

     The Amended and Restated Trust Agreement for NILT Trust (as used in this paragraph, the “Agreement”) provides that the trustee and its agents will be indemnified and held harmless against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on their part, arising out of their acceptance or administration of the trust and duties under the Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Agreement.

[Remainder of Page Intentionally Left Blank]

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ITEM 16. EXHIBITS

a. Exhibits:

1.1	Form of Underwriting Agreement.
4.1	Form of Indenture by and between Nissan Auto Lease Trust 200[_]-[_] and [                    ], as Indenture Trustee (including form of the Notes).
4.2	Form of Agreement of Definitions among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT, Inc., NILT Trust, Nissan Auto Leasing LLC II, Nissan Auto Lease Trust 200[_]-[_], [                    ], as Owner Trustee, and U.S. Bank, as Trust Agent.
4.3	Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent.
4.4	Form of 200[_]-[_] SUBI Supplement among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank, as Trust Agent.
4.5	Servicing Agreement, dated as of March 1, 1999, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer.
4.6	First Amendment to Servicing Agreement dated as of January 3, 2001, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer.
4.7	Form of 200[_]-[_] Servicing Supplement among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer.
4.8	Form of Amended and Restated Trust Agreement for Nissan Auto Lease Trust 200[_]-[_], between Nissan Auto Leasing LLC II, as Transferor, and [                    ], as Owner Trustee.
4.9	Amended and Restated Trust Agreement for NILT Trust, dated March 1, 1999, among Nissan Motor Acceptance Corporation, as Grantor and Beneficiary, U.S. Bank National Association, as Trustee, Nissan Motor Acceptance Corporation, as Administrator, and Wilmington Trust Company, as Delaware Trustee.
4.10	Form of Trust Administration Agreement among Nissan Auto Lease Trust 200[_]-[_], Nissan Motor Acceptance Corporation, as Administrative Agent, Nissan Auto Leasing LLC II, as Transferor, and [                    ], as Indenture Trustee.
4.11	Form of Back-Up Security Agreement among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT Trust, Nissan Auto Leasing LLC II, as Transferor, Nissan Auto Lease Trust 200[_]-[_], and [                    ], as Indenture Trustee.
4.12	Form of Interest Rate [Cap][Swap] Agreement between Nissan Auto Lease Trust 200[_]-[_] and [                    ], as [Cap Provider][Swap Counterparty].
5.1	Form of Opinion of Mayer, Brown, Rowe & Maw LLP with respect to legality.
8.1	Form of Opinion of Mayer, Brown, Rowe & Maw LLP with respect to tax matters.
23.1	Consent of Mayer, Brown, Rowe & Maw LLP (included as part of Exhibits 5.1, 8.1).
24.1	Powers of Attorney (included on the signatures pages of this Part II).

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25.1	Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1.*
99.1	Form of Control Agreement among Nissan Auto Lease Trust 200[_]-[_], [                    ], as Indenture Trustee, and [                    ], as Securities Intermediary.
99.2	Form of SUBI Certificate Transfer Agreement between NILT Trust, as Transferor, and Nissan Auto Leasing LLC II, as Transferee.
99.3	Form of Trust SUBI Certificate Transfer Agreement between Nissan Auto Leasing LLC II, as Transferor, and Nissan Auto Lease Trust 200[_]-[_], as Transferee.

* To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

ITEM 17. UNDERTAKINGS

(a) As to Rule 415: The undersigned registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

    (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

    (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

    (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement; provided, further, however, that clauses (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB ($229.1100(c)).

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) If the registrant is relying on Rule 430B:

     (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

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(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supercede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of the Securities Act of 1933;

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) As to documents subsequently filed that are incorporated by reference: The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934), as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(d) As to Rule 430A: The undersigned registrants hereby undertake that:

     (1) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus as part of this registration statement in reliance upon Rule 430A and contained

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in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) As to qualifications of trust indentures under the Trust Indenture Act of 1939 for delayed offerings: The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

(f) As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(g) As to Regulation AB: The undersigned registrants hereby undertake:

     that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

[Remainder of Page Intentionally Left Blank]

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant Nissan Auto Leasing LLC II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authority in the City of Torrance, State of California, on May 18, 2006.

NISSAN AUTO LEASING LLC II, a Delaware limited liability company
By:	/s/ Kazuhiko Kazama
	Kazuhiko Kazama
	Treasurer

          Know all men by these presents, that each person whose signature appears below constitutes and appoints Susan M. Derian and Betsy B. Kohan as his or her true and lawful attorney-in-fact and agent, with full powers of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this Registration Statement, with the Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Steven R. Lambert Steven R. Lambert	President and Director (Principal Executive Officer)	May 18, 2006
/s/ Kazuhiko Kazama Kazuhiko Kazama	Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 18, 2006
/s/ Susan M. Derian Susan M. Derian	Director	May 18, 2006
/s/ H. Edward Matveld H. Edward Matveld	Director	May 18, 2006
/s/ Cheryl A. Lawrence Cheryl A. Lawrence	Director	May 18, 2006

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant Nissan-Infiniti LT certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on May 18, 2006.

NISSAN-INFINITI LT,
a Delaware statutory trust
By:	Nissan Motor Acceptance Corporation, solely as grantor and beneficiary
	By:	/s/ Kazuhiko Kazama
		Kazuhiko Kazama
		Treasurer

          Know all men by these presents, that each person whose signature appears below constitutes and appoints Susan M. Derian and Betsy B. Kohan as his or her true and lawful attorney-in-fact and agent, with full powers of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments to this Registration Statement, with the Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Steven R. Lambert Steven R. Lambert	President and Director (Principal Executive Officer)	May 18, 2006
/s/ Kazuhiko Kazama Kazuhiko Kazama	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 18, 2006
/s/ James C. Morton, Jr. James C. Morton, Jr.	Director	May 18, 2006
/s/ Akira Sato Akira Sato	Director	May 18, 2006
/s/ Alain-Pierre Raynaud Alain-Pierre Raynaud	Director	May 18, 2006

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EX-1.1

EXHIBIT 1.1

FORM OF UNDERWRITING AGREEMENT

NISSAN AUTO LEASE TRUST 200[ ]-[ ]

$[                                         ]

[                    ]% Asset Backed Notes, Class A-1

$[                                         ]

[                    ]% Asset Backed Notes, Class A-2

$[                                         ]

[                     ]% Asset Backed Notes, Class A-3

$[                                         ]

[                    ]% Asset Backed Notes, Class A-4

UNDERWRITING AGREEMENT

[ DATE ]

[                                                             ]

as Representative (the “Representative”) of the Underwriters

[                                         ]
[                                         ]
Dear Sir or Madam:

     Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), hereby confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and the several underwriters named in Schedule A hereto (the “Underwriters”) with respect to the purchase by the Underwriters of $[                                         ] aggregate principal amount of [     ]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[                                        ] aggregate principal amount of [     ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[      ] aggregate principal amount of [     ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $[                                                            ] aggregate principal amount of [     ]% Asset Backed Notes, Class A-4 Notes (the “Class A-4 Notes,” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”), of Nissan Auto Lease Trust 200[     ]-[     ], a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein.

     The Depositor was formed pursuant to a limited liability company agreement, dated as of October 24, 2001 (the “Depositor LLC Agreement”), among NMAC, as member (the “Depositor Member”), and H. Edward Matveld and Cheryl A. Lawrence, as special members.

     Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue $[                                                             ] aggregate principal amount of Asset Backed Certificates (the

“Certificates”). The Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be issued pursuant to an indenture, dated as of [                                         ] (the “Indenture”), between the Trust and [U.S. Bank National Association] (“[U.S. Bank]”), as trustee (in such capacity, the “Indenture Trustee”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of [                                                             ] (the “Trust Agreement”), between the Depositor and [Wilmington Trust Company] (“[WTC]”), as trustee (in such capacity, the “Owner Trustee”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.

     Pursuant to a trust agreement, dated as of July 7, 1998, among NILT Trust, as grantor and initial beneficiary (“NILT Trust”), NILT, Inc., as trustee (the “Titling Trustee”), WTC, as Delaware trustee (in such capacity, the “Delaware Trustee”), and [U.S. Bank], as trust agent (in such capacity, the “Trust Agent”), which was subsequently amended and restated by an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among NILT Trust, NMAC, as servicer (in such capacity, the “Servicer”), the Titling Trustee, the Delaware Trustee and the Trust Agent, Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), was created to take assignments and conveyances of and hold in trust various leases, vehicles and certain related assets (collectively, the “Trust Assets”).

     Pursuant to the 200[     ]-[      ] SUBI supplement to the Titling Trust Agreement, dated as of [      ], (the “200[      ]-[      ] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by NILT Trust to establish a special unit of beneficial interest to be known as the “200[      ]-[      ] SUBI” (the “200[      ]-[      ] SUBI”). The Titling Trustee will allocate a portfolio consisting of the 200[      ]-[      ] Leases, the 200[      ]-[      ] Vehicles and certain other related assets to the 200[      ]-[      ] SUBI (collectively, the “200[       ]-[      ] SUBI Assets”). The Trust Assets (including the 200[      ]-[      ] SUBI Assets) will be serviced by the Servicer pursuant to a servicing agreement, dated as of March 1, 1999, as supplemented by a 200[      ]-[      ] supplement, dated as of [     ] (collectively, the “Servicing Agreement”), in each case among the Titling Trust, NILT Trust and the Servicer.

     In connection with the creation of the 200[      ]-[      ] SUBI, the Titling Trust will issue to NILT Trust a certificate (the “SUBI Certificate”) representing a 100% beneficial interest in the 200[       ]-[       ] SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of [      ] (the “SUBI Certificate Transfer Agreement”), between the Depositor and NILT Trust, NILT Trust will sell the SUBI Certificate to the Depositor. Pursuant to a trust SUBI certificate transfer agreement, dated as of [                    ] (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. This Underwriting Agreement (this “Agreement”), the Indenture, the Trust Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Servicing Agreement, the Trust SUBI Certificate Transfer Agreement, the backup security agreement, dated as of [      ] (the “Backup Security Agreement”), among the Titling Trust, NILT Trust, the Depositor, the Trust and the Indenture Trustee, the control agreement, dated as of [                    ] (the “Control Agreement”), among NMAC, the Trust and [U.S. Bank], as Indenture Trustee, the secured party, and securities intermediary (in such capacity, the “Securities Intermediary”), the trust administration agreement dated as of [                    ] (the “Trust Administration

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Agreement”), among the Depositor, the Trust, the Indenture Trustee and NMAC, as administrative agent, and the 1992 International Swaps and Derivatives Association, Inc. Master Agreement (Multi Currency — Cross Border), as modified by the Schedule and the Confirmations thereto, dated as of [                ] (the “Interest Rate [Cap][Swap] Agreement”), between the Trust and [                     ], as [cap provider][swap counterparty], are referred to herein collectively as the “Basic Documents.” Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [     ], among the Trust, the Titling Trust, the Titling Trustee, NILT Trust, the Depositor, the Owner Trustee, NMAC, the Indenture Trustee, the Delaware Trustee and the Trust Agent.

     All references to “Material Adverse Effect” in this Agreement, with respect to any Person, shall mean 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 it is a party, (iii) the legality, validity or enforceability of any material provision of the Basic Documents to which such Person is a party, (iv) the SUBI Certificate’s beneficial interest in all or any significant portion of the 200[      ]-[      ] SUBI Assets or the Indenture Trustee’s security interest in the SUBI Certificate and all or any significant portion of the 200[      ]-[      ] SUBI Assets, or (v) the collectibility or the credit worthiness of all or any significant portion of the 200[      ]-[      ] Leases and the 200[      ]-[     ] Vehicles, other than, in the case of clauses (i) through (v), such Material Adverse Effects which are the direct result of actions or omissions of any Underwriter or their respective Affiliates. Except as otherwise indicated by the context, all references to the terms “material” or “Material Adverse Effect” in this Agreement that refer to NMAC or the Depositor or their respective Affiliates (as defined below), or any of them, shall be interpreted in proportion to the business of Nissan North America, Inc. (“NNA”) and its consolidated subsidiaries which includes NMAC, the Depositor and the parent company of NNA, Nissan Motor Co., Ltd. (the “Nissan Group”) as a whole, and not in proportion to the business of NMAC or the Depositor or such Affiliate(s) individually.

     Unless otherwise stated, references to “Section” mean Sections of this Agreement.

     NMAC and the Depositor hereby agree with the Underwriters as follows:

Section 1. Representations and Warranties.

     (a) Representations and Warranties by NMAC and the Depositor. Each of NMAC and the Depositor, jointly and severally, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c), and agrees with the Underwriters as follows:

     (i) Registration Statement and Prospectus.

     (A) A registration statement (No. [                    ]), including a form of prospectus supplement relating to the Notes and a form of base prospectus relating to each class of securities to be registered under such registration statement (the “Registered Securities”), has been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) by the Depositor on behalf of the Depositor and the Trust, and by NMAC, on behalf of

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NILT Trust and Nissan Infiniti LT (as used herein, the Depositor, NILT Trust and Nissan Infiniti LT, collectively, the “Registrants”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to rule 462(b) (“Rule 462(b)”) under the Securities Act and declared effective upon filing, and the Notes have been registered under the Securities Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing, the Notes will have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Registrants do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Securities Act (“Rule 462(c)”) or Rule 462(b).

     For purposes of this Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Registrants have advised the Representative that they do not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) or (B) if the Registrants have advised the Representative that they propose to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If the Registrants have advised the Representative that they propose to file, but have not filed, an additional registration statement, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). “Effective Date” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof.

     The initial registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including all information (A) contained in the additional registration statement (if any), (B) deemed to be a part of the initial registration statement as of the time of effectiveness of the additional registration statement (if any) pursuant to the General Instructions of

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the Form on which it is filed and (C) deemed to be a part of the initial registration statement as of its time of effectiveness pursuant to Rule 430A(b) under the Securities Act (“Rule 430A(b)”), is hereinafter referred to as the “Initial Registration Statement.” The additional registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including the contents of the initial registration statement incorporated by reference therein and deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement, the Additional Registration Statement and all Incorporated Documents are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.” As used herein, the term “Incorporated Documents”, when used with respect to the Registration Statement as of any date, means the documents incorporated or deemed to be incorporated by reference in the Registration Statement (i) as of such date pursuant to Item 12 of Form S-3 or pursuant to a no-action letter of the Commission or (ii) as of any other date pursuant to Rule 430B(f) under the Securities Act. A preliminary prospectus supplement, dated [                    , 20___], relating to the Notes (the “Preliminary Prospectus Supplement”) and accompanied by the base prospectus, dated [                    , 20___] relating to the Notes) (the “Base Prospectus”), will be filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) under the Securities Act (“Rule 424(b)”) within the time period required thereby (together, including all material incorporated by reference therein, the “Preliminary Prospectus”). A final prospectus supplement, dated [                    , 20___], relating to the Notes (the “Prospectus Supplement”), and accompanied by the Base Prospectus, will be filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) within the time period required thereby (together, including all material incorporated by reference therein, the “Final Prospectus”). As used herein, and for the sake of clarity, each of the term “Preliminary Prospectus” and “Final Prospectus” includes all static pool information disclosed therein in response to Item 1105 of Regulation AB (including, without limitation, the information disclosed in the Appendices to the Preliminary Prospectus Supplement and the Prospectus Supplement), whether or not such information is otherwise deemed to be part of the Preliminary Prospectus or the Final Prospectus under the Rules and Regulations.

     (B) (i) (A) On the effective date of any Registration Statement whose time of effectiveness is prior to the execution and delivery of this Agreement, each such Registration Statement conformed, (B) on the date of this Agreement, each such Registration Statement conforms and (C) on any related effective date of the Registration Statement, subsequent to the date of this Agreement and on the Closing Date (as defined in Section 2(c) hereof), each such Registration Statement will conform, in all respects to the requirements of the Securities Act and the rules and regulations of the Commission (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and at such times each such Registration Statement, as amended, did not and will not include any untrue

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statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) (A) As of [                    ] (New York time), [                    , 20___] (the “Date of First Use of the Preliminary Prospectus”), which shall be the date of the first use of the Preliminary Prospectus, and at the time of filing of the Preliminary Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Preliminary Prospectus), the Preliminary Prospectus conformed, and (B) on the date of this Agreement and at the Closing Date, the Preliminary Prospectus will conform, in all respects to the requirements of the Securities Act and the Rules and Regulations, and did not include, does not include and will not include, any untrue statement of a material fact, nor did, does or will the Preliminary Prospectus, as amended and supplemented, omit (except pricing information to be included in the Preliminary Prospectus and the Final Prospectus Supplement), to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of the first use of the Final Prospectus, at the time of filing of the Final Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Final Prospectus), on the date of this Agreement and at the Closing Date, the Final Prospectus will conform, in all respects to the requirements of the Securities Act and the Rules and Regulations, and does not include, and will not include, any untrue statement of a material fact, nor did, does or will the Final Prospectus, as amended and supplemented, omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The three preceding sentences do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus or the Final Prospectus based upon written information furnished to the Registrants by any Underwriter through the Representative specifically for use therein or to that part of the Registration Statement which constitutes the Statement of Qualification under the 1939 Act on Form T-1 (the “Form T-1”) of the Indenture Trustee (which will be represented and warranted to by the Indenture Trustee). If the time of effectiveness of the Registration Statement is subsequent to the date of this Agreement, no Additional Registration Statement has been or will be filed. The Indenture has been qualified under the 1939 Act.

     (ii) No Material Adverse Effect. Since the respective date as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except as otherwise set forth therein (exclusive of amendments or supplements after the date hereof), there has been no Material Adverse Effect.

     (iii) Issuance of the Notes. The Notes have been duly authorized and, at the Closing Date, will have been duly executed by the Trust and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their

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terms, except as the enforcement may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture and Trust Agreement.

     (iv) Description of Notes and Basic Documents. The Notes and each of the Basic Documents conform in all material respects to the description thereof and the statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and will be in substantially the respective forms previously delivered to the Underwriters.

     (v) SUBI Certificate. The SUBI Certificate conforms in all material respects to the descriptions thereof and the statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and the SUBI Certificate has been duly and validly authorized and, when executed, issued, authenticated and delivered in accordance with the SUBI Trust Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the SUBI Trust Agreement.

     (vi) No Investment Company Registration. None of NMAC, the Depositor, NILT Trust, the Titling Trust or the Trust is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

     (vii) Allocation of 200[      ]-[      ] SUBI Assets. At or prior to the Closing Date, the Titling Trustee will have allocated 200[ ]-[ ] Leases and 200[      ]-[      ] Vehicles as 200[      ]-[      ] SUBI Assets that have an aggregate Securitization Value as of the Cut-Off Date equal to $[                    ] and each of the 200[      ]-[      ] Leases and 200[      ]-[       ] Vehicles allocated as a SUBI Asset at the Closing Date will meet the eligibility criteria for selection described in the SUBI Trust Agreement and the Servicing Agreement.

     (viii) Payment of Taxes Fees and Other Charges. Any material taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement and the other Basic Documents and any other agreements contemplated herein or therein shall have been paid or will be paid at or prior to the Closing Date to the extent then due.

     (ix) Representations and Warranties. The representations and warranties of each of the Depositor, the Trust and NMAC in each Basic Document to which it is a party are true and correct in all material respects.

     (x) Independent Public Accountants. [Deloitte & Touche LLP] are independent public accountants with respect to the Depositor within the meaning of the Securities Act and the Rules and Regulations.

     (xi) No Offer or Solicitation. Other than the Preliminary Prospectus and the Final Prospectus, neither the Depositor nor NMAC (including their respective agents and

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representatives other than the Underwriters in their capacity as such) has made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes.

     (b) Representations and Warranties of the Depositor and NMAC. Each of the Depositor and NMAC, jointly and severally, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date and agrees with the Underwriters as follows:

     (i) Due Organization. The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-10.1 et seq. (the “Delaware Act”), and all filings required at the date hereof under the Delaware Act with respect to the due formation and valid existence of the Depositor as a limited liability company have been made. The Depositor has power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and to enter into and perform its obligations under the Basic Documents. NMAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and to enter into and perform its obligations under the Basic Documents. Each of the Depositor and NMAC is duly qualified as a foreign limited liability company or corporation, as applicable, to transact business and is in good standing in each jurisdiction in which the conduct of its business or the lease or ownership of its property requires such qualification, except where the failure so to qualify or to be in good standing would not have a Material Adverse Effect.

     (ii) Depositor Member Interests. NMAC is the sole member of the Depositor and, at the Closing Date, NMAC will own its 100% membership interest in the Depositor free and clear of any Liens except as permitted by the Basic Documents.

     (iii) Absence of Defaults and Conflicts. Neither the Depositor nor NMAC is in violation of its organizational or charter documents, bylaws, or the Depositor LLC Agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties or assets may be bound, which would have a Material Adverse Effect. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are

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subject, except where such breach, violation, or default would not have a Material Adverse Effect, (ii) conflict with the Depositor’s or NMAC’s charter or bylaws or (iii) result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a Material Adverse Effect.

     (iv) Absence of Proceedings. Other than as disclosed in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented (exclusive of amendments or supplements after the date hereof), there is no action, suit or proceeding (whether individually or in the aggregate) before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of each of the Depositor and NMAC, threatened, against or affecting the Depositor or NMAC that could reasonably be expected to have any Material Adverse Effect with respect thereto.

     (v) Absence of Further Requirements. No authorization, approval or consent of any court, governmental authority or agency or any other person is necessary in connection with (A) the issuance of the SUBI Certificate, (B) the issuance of the Securities or the offering and sale of the Notes, (C) the execution, delivery and performance by the Depositor or NMAC of this Agreement or any Basic Document to which it is a party or (D) the consummation by the Depositor or NMAC of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as have been obtained and are in full force and effect as of the Closing Date.

     (vi) Possession of Licenses and Permits. Each of the Depositor and NMAC possesses all material certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it; all such certificates, authorizations, licenses and permits are valid and in full force and effect except where such invalidity or failure to be in full force and effect does not have a Material Adverse Effect; and neither the Depositor nor NMAC has received notice of proceedings relating to the revocation or modification of any such certificate, authorization, license or permit which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (vii) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Depositor and NMAC.

     (viii) Authorization of Basic Documents. As of the Closing Date, each of the Basic Documents to which any of the Depositor, NMAC or the Trust is a party and the Depositor LLC Agreement has been duly authorized, executed and delivered by each such entity, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Depositor and NMAC, as applicable, enforceable against such party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

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     (ix) Leases. Each 200[      ]-[      ] Lease constitutes the legal, valid, binding and enforceable agreement of the parties thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and each 200[      ]-[      ] Lease complies or will comply on the Closing Date in all material respects as to content and form with all applicable state and federal laws, including, without limitation, consumer protection laws, except where the failure to so comply would not have a Material Adverse Effect.

     (c) Representations and Warranties of the Titling Trust and NILT Trust. NMAC, on behalf of the Titling Trust and NILT Trust, each to the extent indicated below, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c), and agrees with the Underwriters as follows:

     (i) No Material Adverse Effect. Since the respective date as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except as otherwise set forth therein (exclusive of amendments or supplements after the date hereof), there has been no Material Adverse Effect.

     (ii) Due Organization of the Titling Trust and NILT Trust. Each of the Titling Trust and NILT Trust has been duly formed and is validly existing as a statutory trust in good standing under Delaware law, and all filings required at the date hereof under Delaware law with respect to the due formation and valid existence of Titling Trust or NILT Trust, respectively, as a statutory trust have been made. Each of the Titling Trust and NILT Trust has the power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and to enter into and perform its obligations under the Basic Documents. Each of the Titling Trust and NILT Trust is duly qualified as a foreign statutory trust to transact business and is in good standing in each jurisdiction in which the conduct of its business or the lease or ownership of its property requires such qualification, except where the failure so to qualify or to be in good standing would not have a Material Adverse Effect.

     (iii) Absence of Defaults and Conflicts. Neither the Titling Trust nor NILT Trust is in violation of its organizational or charter documents, bylaws, or applicable trust agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties or assets may be bound, which would have a Material Adverse Effect. The execution, delivery, and performance by each of the Titling Trust or NILT Trust, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the terms and provisions

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of, or constitute a default under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Titling Trust or NILT Trust or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a Material Adverse Effect, (ii) conflict with the Titling Trust’s or NILT Trust’s organizational documents or (iii) result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any of the Titling Trust’s or NILT Trust’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a Material Adverse Effect.

     (iv) Absence of Proceedings. Other than as disclosed in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented (exclusive of any amendments or supplements after the date hereof, there is no action, suit or proceeding (whether individually or in the aggregate) before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of NMAC, threatened, against or affecting any of the Titling Trust or NILT Trust that could reasonably be expected to have any Material Adverse Effect.

     (v) Absence of Further Requirements. No authorization, approval or consent of any court, governmental authority or agency or any other person is necessary in connection with the execution, delivery and performance by the Titling Trust or NILT Trust of this Agreement, the SUBI Trust Agreement or any Basic Document to which any of them is a party or the consummation by any of them of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as will have been obtained and are in full force and effect as of the Closing Date.

     (vi) Possession of Licenses and Permits. Each of the Titling Trust and NILT Trust possesses all material certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it; all such certificates, authorizations, licenses and permits are valid and in full force and effect except where such invalidity or failure to be in full force and effect does not have a Material Adverse Effect; and neither the Titling Trust nor NILT Trust has received notice of any proceedings relating to the revocation or modification of any such certificate, authority, license or permit which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (vii) Authorization of Basic Documents. As of the Closing Date, each Basic Document to which any of the Titling Trust or NILT Trust is a party has been duly authorized, executed and delivered by the Titling Trust or NILT Trust, as the case may be, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Titling Trust and NILT Trust, as applicable, enforceable against such party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws related to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general

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principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

     (viii) Title to 200[      ]-[      ] SUBI Assets. At the time of execution and delivery of the 200[      ]-[      ] SUBI Supplement at the Closing Date, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will own the 200[      ]-[      ] Leases and hold marketable title to the 200[      ]-[      ] Vehicles, together with other rights relating to the 200[      ]-[      ] Vehicles and the 200[      ]-[      ] Leases being allocated as 200[      ]-[      ] SUBI Assets, in each case free and clear of any Liens (except as permitted by the Basic Documents).

     (ix) Absence of Assignment of 200[      ]-[      ] SUBI Assets. As of the Closing Date, the Titling Trust has not assigned to any Person any of its right, title or interest in any of the 200[      ]-[      ] Leases, related contract rights, 200[       ]-[      ] Vehicles or other related rights constituting the 200[      ]-[      ] SUBI Assets, or has obtained the release of each such prior assignment.

     (x) Allocation of 200[      ]-[      ] SUBI Assets. As of Closing Date, the Servicer has made the appropriate allocation of assets within the estate of the Titling Trust to the 200[      ]-[      ] SUBI required by the SUBI Trust Agreement.

     (xi) Leases. Each 200[      ]-[      ] Lease constitutes the legal, valid, binding and enforceable agreement of the parties thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws related to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and each 200[      ]-[      ] Lease complies or will comply on the Closing Date in all material respects as to content and form with all applicable state and federal laws, including, without limitation, consumer protection laws, except where failure to so comply would not have a Material Adverse Effect.

     (d) Officer’s Certificates. Any certificate respecting the Notes signed by any officer of the Depositor, NMAC or any of their respective Affiliates and delivered at the Closing Date to the Underwriters or to counsel to the Underwriters shall be deemed a representation and warranty by the Depositor, NMAC or such Affiliate, as the case may be, to the Underwriters as to the matters covered thereby.

Section 2. Sale and Delivery to Underwriters; Closing.

     (a) Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree to purchase aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule A hereto.

     (b) Purchase Price. The Notes are to be purchased at a purchase price equal to (i) in the case of the Class A-1 Notes, [          ]% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [          ]% of the aggregate principal amount thereof, (iii) in

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the case of the Class A-3 Notes, [          ]% of the aggregate principal amount thereof and (iv) in the case of the Class A-4 Notes, [          ]% of the aggregate principal amount thereof.

     (c) Payment. Against payment of the purchase price by wire transfer of immediately available funds to the Depositor, the Depositor will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, Rowe & Maw LLP, 35 South Grand Avenue, 25^th Floor, Los Angeles, California 90071-1503 or at such other place as shall be agreed upon by the Representative, the Depositor and NMAC, on [                    ], at 10:00 a.m., Los Angeles time, or at such other time not later than [seven] full business days thereafter as the Representative and the Depositor determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Notes will be available only under the limited circumstances specified in the Indenture. Certificates for the Notes shall be made available for examination and packaging by the Representative in The City of New York not later than [10:00 A.M.] (New York time) on the last business day prior to the Closing Date.

Section 3. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Final Prospectus.

Section 4. Covenants of NMAC and the Depositor. NMAC and the Depositor jointly and severally covenant with the Underwriters as follows:

     (a) Registration Statement and Prospectus. The Depositor will file the Preliminary Prospectus and the Final Prospectus with the Commission pursuant to and in accordance with Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such timely filing. If the time of effectiveness of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Securities Act but the time of effectiveness thereof has not occurred as of such execution and delivery, the Depositor will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 462(b). The Depositor will advise the Representative promptly of any such filing pursuant to Rule 424(b) or Rule 462(b), as applicable.

     (b) Notice and Effect of Material Events. The Depositor will advise the Representative promptly of any proposal to amend or supplement the Registration Statement as filed or the Preliminary Prospectus and the Final Prospectus and will not effect any such amendment or supplement without the Representative’s reasonable consent. The Depositor will advise the Representative promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution and delivery of this Agreement), of any amendment or supplement of the Registration Statement or the Preliminary Prospectus and the Final Prospectus and of the institution by the Commission of any stop order proceedings in

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respect of the Registration Statement. The Depositor will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

     (c) Amendment to Prospectus. If, at any time when the delivery of a prospectus shall be required by law in connection with sales of any Notes (including delivery as contemplated by Rule 172 under the Securities Act), either (i) any event shall have occurred as a result of which the Preliminary Prospectus or the Final Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Preliminary Prospectus or the Final Prospectus, the Depositor will promptly notify the Representative and will promptly prepare for review by the Representative and file with the Commission an amendment or a supplement to the Preliminary Prospectus or the Final Prospectus which will correct such statement or omission or effect such compliance. Neither your consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

     (d) Earnings Statement. The Depositor will cause the Trust to make generally available to Holders as soon as practicable, but not later than fourteen months after the Effective Date, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such Effective Date and satisfying the provisions of Section 11(a) of the Securities Act (including Rule 158 promulgated thereunder).

     (e) Copies of Registration Statements. The Depositor will furnish to the Representative copies of the Registration Statement (which will include all exhibits), the related Preliminary Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may from time to time reasonably request.

     (f) Copies of Reports. So long as any of the Notes are outstanding, the Depositor will furnish to the Representative copies of all reports or other communications (financial or otherwise) furnished to Holders, and deliver to the Representative during such same period (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission, and (ii) such additional information concerning the business and financial condition of the Depositor and the Trust as the Representative may from time to time reasonably request.

     (g) Qualification of Notes for Offer and Sale. The Depositor shall use its reasonable efforts, in cooperation with the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such jurisdictions in the United States as the Underwriters may reasonably designate in writing and shall maintain such qualifications in effect as long as required for the sale of the Notes; provided, however, that neither NMAC nor the Depositor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

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     (h) Rating of Notes. The Depositor shall take all reasonable action necessary to enable Moody’s Investors Service, Inc. (“Moody’s”) and Standard and Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (“S&P” and together with Moody’s, the “Rating Agencies”) to provide the Class A-1 Notes with the highest short-term rating, the remaining classes of the Notes with the highest long-term rating or its equivalent at the Closing Date.

     (i) Furnishing of Documents. To the extent, if any, that the rating provided with respect to the Notes by Moody’s or S&P is conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor shall furnish, and shall cause NMAC to furnish, such documents and take such other actions.

     (j) Use of Proceeds. The Depositor shall cause the Trust to use the net proceeds received by it from the sale of the Notes in the manner specified in the Preliminary Prospectus and the Final Prospectus under “Use of Proceeds.”

     (k) Annual Statement of Compliance. Until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Depositor will deliver to the Representative the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee pursuant to the 200[      ]-[      ] Servicing Supplement, as soon as such statements and reports are furnished to the Indenture Trustee.

Section 5. Payment of Expenses.

     Except as otherwise agreed in writing by the parties hereto, the Depositor will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the printing (or otherwise reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of the Depositor’s and NMAC’s counsel and accountants; (iv) the fees of DTC in connection with the book-entry registration of the Notes; (v) the qualification of the Notes under state securities law in accordance with the provisions of Section 4(g), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the blue sky survey, if required; (vi) the printing (or otherwise reproducing) and delivery to the Underwriters of copies of each preliminary prospectus supplement and the Preliminary Prospectus and the Final Prospectus and any amendments or supplements thereto; (vii) the reproducing and delivery to the Underwriters of copies of the blue sky survey; and (viii) the fees charged by Moody’s and S&P for rating the Notes. The Underwriters shall not be responsible for the fees and disbursements of the Owner Trustee, the Indenture Trustee and their respective counsel. If the Underwriters, in accordance with the provisions of Section 6 or Section 10(a)(i), terminate this Agreement, NMAC shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 6. Conditions of Underwriters’ Obligations. The obligations of the Underwriters are subject to the accuracy of the representations and warranties of NMAC and the Depositor contained in Section 1 or in certificates of any officer of NMAC, the Depositor or any of their respective affiliates delivered pursuant to the provisions hereof, to the performance by NMAC

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and the Depositor of their covenants and other obligations hereunder and to the following additional conditions:

     (a) If the Effective Time of the Registration Statement is prior to the execution and delivery of this Agreement, the Preliminary Prospectus and the Final Prospectus (including any amendments or supplements thereto as of such date) shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. If the Effective Time of the Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 p.m., New York time, on the date of this Agreement or, if earlier, the time the Preliminary Prospectus and the Final Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Representative. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, shall be contemplated by the Commission.

     (b) Accountants’ Comfort Letter. At the Closing Date, the Underwriters, NMAC and the Depositor shall have received from [Deloitte & Touche LLP] a letter or letters dated as of the Closing Date, in form and substance as previously agreed to by the Underwriters and otherwise satisfactory in form and substance to the Underwriters and counsel, containing statements and information of the type ordinarily included in accountant’s “comfort letters”, with respect to certain financial, statistical and other information contained in the Preliminary Prospectus and the Final Prospectus.

     (c) Officers’ Certificates.

     (i) The Underwriters shall have received an officers’ certificate, dated the Closing Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of the Depositor representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Closing Date:

     (A) The representations and warranties of the Depositor in this Agreement are true and correct in all material respects, that the Depositor has complied with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

     (B) There has been no material adverse change, since the respective dates as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented, (except as otherwise set forth therein and exclusive of amendments or supplements after the date hereof), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Depositor or any of its

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Affiliates, or in the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound.

     (ii) The Underwriters shall have received an officers’ certificate, dated the Closing Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of NMAC representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Closing Date:

     (A) The representations and warranties of NMAC in this Agreement are true and correct in all material respects, that NMAC has complied with all agreements and satisfied, in all material respects, all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

     (B) There has been no material adverse change, since the respective dates as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented (except as otherwise set forth therein and exclusive of amendments or supplements after the date hereof), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of NMAC or any of its Affiliates, or the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound.

     (d) Opinion of In-House Counsel for NMAC and the Depositor. At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of the Closing Date, of [      ], General Counsel of NMAC and the Depositor, in form and substance reasonably satisfactory to counsel for the Underwriters and to the effect that:

     (i) NMAC is a corporation validly existing under the laws of the State of California with corporate power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a Material Adverse Effect.

     (ii) The Depositor has the power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and is duly qualified to transact business in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect.

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     (iii) This Agreement has been duly authorized, executed and delivered by each of NMAC and the Depositor.

     (iv) The Depositor LLC Agreement and each Basic Document to which any of NMAC and the Depositor is a party has been duly authorized, executed and delivered by NMAC and the Depositor, as applicable, and each of the Depositor and NMAC has the power and authority to enter into and perform its respective obligations under the Basic Documents.

     (v) There are no legal or governmental proceedings known by such counsel, or for which NMAC or the Depositor has been served official notice, to be pending to which the Depositor, NMAC, NILT Trust or the Titling Trust is a party or of which any property of the Depositor, NMAC, NILT Trust or the Titling Trust is the subject, and no such proceedings are known by such counsel to be threatened or contemplated by governmental authorities or threatened by others, (A) (whether individually or in the aggregate) that are required to be disclosed in the Registration Statement or the Preliminary Prospectus and the Final Prospectus or (B)(1) asserting the invalidity of all or part of any Basic Document, (2) seeking to prevent the issuance of the Notes, (3) (whether individually or in the aggregate) that would materially and adversely affect the Depositor’s, NMAC’s, NILT Trust’s or the Titling Trust’s obligations under any Basic Document to which it is a party, or (4) (whether individually or in the aggregate) seeking adversely to affect the federal income tax attributes of the Notes as described in the Preliminary Prospectus and the Final Prospectus under the heading “Certain Material Federal Income Tax Consequences.”

     (vi) To such counsel’s knowledge, no order, consent, authorization or approval of any California or federal court or governmental authority or agency applicable to NMAC or the Depositor, is required in connection with the issuance of the SUBI Certificate or the Securities or the offering or the sale of the Notes, except those authorizations, approvals, consents and orders which have previously been obtained and are in full force and effect as of the Closing Date. Such counsel need not express an opinion with respect to any orders, consents, permits, approvals, filings or licenses relating to the authority to lease motor vehicles, originate lease contracts or to service lease contracts or leased vehicles or any state or foreign securities laws or as may be required by any regional or local governmental authority (except for the opinions, as to qualification to transact business as a foreign corporation and good standing, set forth in clause (i) above).

     (vii) The execution, delivery and performance by each of NMAC and the Depositor of this Agreement or by NMAC or the Depositor of the Depositor LLC Agreement or any Basic Document to which such entity is a party, and the performance by each of them, of their respective obligations hereunder or will not violate, result in a breach of or constitute a default under, or with the giving of notice or the passage of time or both, would constitute a default under or result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any property or assets of such entity pursuant to the terms of (1) NMAC’s Articles of Incorporation, the Depositor LLC Agreement or NMAC’s bylaws, (2) to such counsel’s knowledge and except as otherwise

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provided in the Basic Documents, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which such entity is a party or by which it may be bound, or to which any of the properties or assets of such entity is subject, (3) to such counsel’s knowledge, the Delaware General Corporation Law or any statute, rule, regulation or order of any California or federal body or any court, regulatory body or other governmental instrumentality having jurisdiction over the Depositor or NMAC or their respective properties or (4) the Notes; excepting, in the case of clauses (2), (3) and (4) above, defaults, breaches or violations that do not, in the aggregate, have a Material Adverse Effect.

     (viii) Nothing has come to such counsel’s attention that would cause her to believe that the Registration Statement on the effective date thereof contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Preliminary Prospectus, as of its date and as of the Date of First Use of the Preliminary Prospectus, and the Final Prospectus as of the date of the Prospectus Supplement and as of the Closing Date (other than the financial statements and the other accounting information contained therein or omitted therefrom, as to which such counsel need express no belief) contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the descriptions therein of statutes and governmental proceedings and contracts and other documents are inaccurate and do not fairly present the information required to be shown therein.

     (ix) To such counsel’s knowledge, each of NMAC, the Depositor, NILT Trust and the Titling Trust has obtained all necessary certificates, authorities, licenses, permits and other governmental authorizations necessary to conduct the business now operated by it, except where the failure to possess such certificates, authorities, licenses, permits and other governmental authorizations would not have a Material Adverse Effect, and none of such entities has received any notice of proceedings relating to the revocation or modification of any such certificate, authority, license or permit that, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (x) Such counsel does not know of any contract or other document of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, which is not filed or described as required.

     (e) Opinion of Counsel for NMAC and the Depositor. At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of the Closing Date, of Mayer, Brown, Rowe & Maw LLP, special counsel for NMAC and the Depositor, in form and substance reasonably satisfactory to counsel for the Underwriters that:

     (i) Each Basic Document other than the Underwriting Agreement to which each of NMAC or the Depositor is a party has been duly authorized by all necessary

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action on the part of NMAC or the Depositor, respectively, and has been duly executed and delivered by NMAC and the Depositor, respectively.

     (ii) Each of the Basic Documents governed by New York or California law to which NMAC, the Depositor or the Issuer is a party constitutes legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms.

     (iii) Each of the Notes is in due and proper form, and when executed, authenticated and delivered as specified in the Indenture, and delivered against payment of the consideration specified in this Agreement, each of the Notes will be validly issued and outstanding, will constitute the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, and will be entitled to the benefits of the Indenture.

     (iv) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”) and complies as to form with the TIA and the rules and regulations of the Commission thereunder.

     (v) Neither the Trust Agreement nor the Titling Trust Agreement is required to be qualified under the TIA.

     (vi) Each of the Registration Statement, as of its effective date, and the Preliminary Prospectus, as of the Date of First Use of the Preliminary Prospectus, and the Final Prospectus, as of the date of the Prospectus Supplement, complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations under the Securities Act, except that (i) such counsel expresses no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and (ii) except as and to the extent set forth in subsection 6(e)(viii) and (ix) below, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary Prospectus or the Final Prospectus.

     (vii) The Registration Statement has become effective under the Securities Act, and the Preliminary Prospectus and the Final Prospectus have been filed with the Commission pursuant to Rule 424(b) under the Securities Act in the manner and within the time period required by Rule 424(b). To the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement and the Preliminary Prospectus and the Final Prospectus and no proceedings for that purpose have been instituted or threatened by the Commission.

     (viii) The statements in the Preliminary Prospectus and the Final Prospectus under the headings “Additional Legal Aspects of the Titling Trust and the 200[      ]-[      ] SUBI”, “Additional Legal Aspects of the Leases and the Leased Vehicles” and “Certain ERISA Considerations”, to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

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     (ix) Each of the Basic Documents and the Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented prior to the date hereof.

     (x) None of NILT Trust, the Depositor, the Issuer or the Titling Trust is now, or immediately following the issuance of the Notes pursuant to the Indenture will be, required to be registered under the 1940 Act.

     (xi) Each Class A-1 Note is an “eligible security” as defined under Rule 2a-7 of the 1940 Act.

     (xii) The execution and delivery by each of NMAC, the Depositor and the Issuer of each of Basic Document to which NMAC, the Depositor or the Issuer, as applicable, is a party does not, and the consummation by NMAC, the Depositor and the Issuer, respectively, of the transactions contemplated thereby to occur on the date of this opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental entity, except such as may have been made and such as may be required under the Federal securities laws, the blue sky laws of any jurisdiction or the Uniform Commercial Code of any state; provided that such counsel expresses no opinion with respect to any orders, consent, permits, approvals, filing or licenses related to the authority to sell motor vehicles, originate retail installment sale contracts or service retail installment sale contracts or as may be required by any regional or local governmental authority or under any foreign or state securities laws.

     (xiii) To such counsel’s knowledge, there are no actions, proceedings or investigations, pending or threatened, to which NMAC, the Depositor or the Issuer is a party or of which any property of NMAC, the Depositor or the Issuer is the subject, required to be disclosed in the Preliminary Prospectus and the Final Prospectus, other than those disclosed therein, (i) asserting the invalidity of any of any Basic Document or the Notes; (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any Basic Document; (iii) seeking adversely to affect the Federal income tax attributes of the Notes as described in the Preliminary Prospectus , the Final Prospectus and the Base Prospectus under the heading “Material Federal Income Tax Consequences” or the California income or franchise tax attributes of the Notes.

     (xiv) At the time of the execution and delivery of the Trust SUBI Certificate Transfer Agreement, the Depositor had the power and authority to transfer the 200[      ]-[      ] SUBI Certificate and such other property being transferred to the Issuer pursuant to the Trust SUBI Certificate Transfer Agreement and to cause the transfer of the Notes to the Underwriters.

     (xv) The Depositor has duly authorized and executed the written order to the Owner Trustee to execute and deliver the issuer order to the Indenture Trustee to authenticate the Notes.

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     (xvi) The Notes, held by Persons other than the Depositor, will be characterized as indebtedness for federal income tax purposes.

     (xvii) None of the Origination Trust, NILT Trust or the Trust will be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

     (xviii) Assuming none of NILT Trust, the Origination Trust or the Trust is classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, each of NILT Trust, the Origination Trust and the Trust will not be taxable as an association (or publicly traded partnership) for California state income or franchise tax purposes.

     (xix) Assuming the Notes held by Persons other than the Depositor will be characterized as indebtedness for federal income tax purposes, beneficial owners of Notes whose sole contact with the State of California is on account of the ownership of a Note will not become subject to taxation in California solely by reason thereof.

     (xx) The statements in the Preliminary Prospectus and the Final Prospectus under the heading “Material Federal Income Tax Consequences” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

     In addition, as special counsel to the Depositor and NMAC, such counsel has reviewed the Registration Statement, the Preliminary Prospectus and the Final Prospectus and participated in conferences with officers and other representatives of the Depositor and NMAC, representatives of their independent public accountants, representatives of the Underwriters and their counsel, at which the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, and such counsel has not undertaken any obligation to verify independently any of the factual matters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Final Prospectus involve matters of a non-legal nature. Subject to the foregoing, such counsel confirms to the Underwriters that, on the basis of the information such counsel obtained in the course of performing the services referred to above, nothing came to such counsel’s attention that caused such counsel to believe that the Registration Statement on the effective date thereof contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Preliminary Prospectus, as of its date and as of the Date of First Use of the Preliminary Prospectus, and the Final Prospectus as of the date of the Prospectus Supplement and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits, except as to the Preliminary Prospectus Supplement pricing information to be included in the Prospectus Supplement, to state a material fact necessary in order to make the statements therein, in the light of

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the circumstances under which they were made, not misleading; provided, however, that such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (except, to the extent set forth in paragraphs [___] and [___] of its opinion, to be delivered on the Closing Date, with respect to certain corporate matters). In addition, such counsel does not express any belief with respect to (i) the financial statements or notes thereto, or the other financial, statistical or accounting data contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Final Prospectus, or (ii) the Indenture Trustee’s Statement of Eligibility on Form T-1.

     Such counsel’s opinions as to the legal, valid and binding nature and enforceability of any agreement or instrument are subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent conveyance or similar law affecting creditors’ rights generally, and (ii) to general principles of equity (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief. In addition, such counsel expresses no opinion regarding: (i) any severability provision in the Basic Documents; or (ii) any provision of any Basic Documents that purports to (a) appoint any person as the attorney-in-fact of any other person, (b) provide that all rights or remedies of any party are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to one or more remedies, (c) permit set-off in the absence of mutuality between the parties, (d) confer subject matter jurisdiction on a federal court to adjudicate any controversy in any situation in which such court would not have subject matter jurisdiction, or (e) waive the right to jury trial or any right to object to the laying of venue or any claim that an action or proceeding has been brought in an inconvenient forum. In addition, such counsel expresses no opinion regarding any Underwriter Free Writing Prospectus. The opinions of such counsel with respect to any agreement of the Depositor or NMAC to indemnify any person (including by way of contribution) are subject to the qualifications that any indemnity obligation may be limited by public policy considerations and may be subject to defenses available to sureties arising from actions of the indemnified party.

     (f) Opinion of Special Delaware Counsel for NMAC and the Depositor. At the Closing Date, the Underwriters shall have received the favorable opinion of Richards, Layton & Finger P.A., special Delaware counsel for NMAC, the Depositor and the Trust, dated as of Closing Date and in form and substance satisfactory for counsel to the Underwriters, substantially to the effect, among other things, that:

     (i) The Depositor has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware.

     (ii) Under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “LLC Act”), the Depositor’s Limited Liability Company Agreement, dated as of October 29, 2001 (the “LLC Agreement”) and the Action by Unanimous Written Consent of the Board of Managers of the Depositor, dated [                     ] (the

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“Consent”), the Depositor has all necessary limited liability company power and authority to execute and deliver the Basic Documents to which the Depositor is a party, and to perform its obligations thereunder.

     (iii) Under the LLC Act, the LLC Agreement and the Consent, the execution and delivery by the Depositor of the Basic Documents, and the performance by it of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Depositor.

     (iv) The execution, delivery and performance by the Depositor of the Basic Documents to which it is a party do not violate (i) the LLC Agreement or (ii) Delaware law, rule or regulation.

     (v) The LLC Agreement constitutes a legal, valid and binding agreement of NMAC, as the Depositor’s sole member (the “Member”), and is enforceable against the Member, in accordance with its terms.

     (vi) If properly presented to a Delaware court, a Delaware court applying Delaware law, would conclude that (i) in order for a person to file a voluntary bankruptcy petition on behalf of the Depositor, the prior affirmative vote of 100% of the board of managers of the Depositor, including all of the independent board of managers, as provided for in the LLC Agreement, is required, and (ii) such provision, contained in the LLC Agreement, that requires the prior affirmative vote of 100% of the board of mangers of the Depositor, including all of the independent board of mangers, in order for a person to file a voluntary bankruptcy petition on behalf of the Depositor, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member, in accordance with its terms.

     (vii) While under the LLC Act, on application to a court of competent jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Depositor and the Member’s right to receive distributions of the Depositor’s assets (the “Member’s Interest”), to the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the Member would otherwise have been entitled in respect of such Member’s Interest. Under the LLC Act, no creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Depositor. Thus, under the LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the assets of the Depositor.

     (viii) Under the LLC Act (i) the Depositor is a separate legal entity, and (ii) the existence of the Depositor as a separate legal entity shall continue until the cancellation of the LLC.

     (ix) Under the LLC Act and the LLC Agreement, the bankruptcy or dissolution of the Member will not, by itself, cause the Depositor to be dissolved or its affairs to be wound up.

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     (x) The Certificate of Trust of the Trust has been duly filed with the Secretary of State of the State of Delaware. The Trust has been duly formed and is validly existing as a statutory trust and is in good standing under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), and has the power and authority under the Trust agreement and the Act to execute, deliver and perform its obligations under the Trust Documents, to issue the Notes and to pledge the Trust Estate to the Indenture Trustee as security for the Notes under the Indenture.

     (xi) The Notes, the Certificates and the Basic Documents to which the Trust is a party have been duly authorized, executed and delivered by the Trust. The holders of the Certificates are entitled to the benefits of the Trust Agreement.

     (xii) The Trust Agreement is a legal, valid and binding obligation of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms.

     (xiii) Neither the execution, delivery and performance by the Trust of the Basic Documents to which the Trust is a party, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State.

     (xiv) Neither the execution, delivery and performance by the Trust of the Basic Documents to which the Trust is a party, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

     (xv) Under § 3805(b) of the Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

     (xvi) Under the Act, the Trust is a separate legal entity and, assuming that the Trust SUBI Certificate Transfer Agreement conveys good title to the Trust property to the Trust as a true sale and not as a security arrangement, the Trust rather than the Certificateholders will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Trust SUBI Certificate Transfer Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.

     (xvii) Under § 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder (including the Depositor in its capacity as such) has no interest in specific Trust property.

     (xviii) Each of NILT Trust and the Titling Trust has been duly formed and is validly existing in good standing as a statutory trust under the Act.

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     (xix) Under the Act and the NILT’s formation documents, NILT Trust has all necessary statutory trust power and authority to execute and deliver, and to perform its obligations under, the Basic Documents to which it is a party. Under the Act, the Titling Trust’s formation documents and the 200[      ]-[      ] SUBI Supplement, the Titling Trust has all necessary statutory trust power and authority to execute and deliver, and to perform its obligation under, the Basic Documents to which it is a party and to issue the SUBI Certificate.

     (xx) Under the Act and the NILT Trust’s formation documents, the execution and delivery by NILT Trust of the Basic Documents to which it is a party, and the performance by it thereunder, have been duly authorized by all necessary statutory trust action on the part of NILT Trust. Under the Act, the Titling Trust’s formation documents and the 200[      ]-[      ] SUBI Supplement, the execution and delivery by the Titling Trust of the Basic Documents to which it is a party and the issuance of the SUBI Certificate, and the performance by it thereunder, have been duly authorized by all necessary trust action on the part of the Titling Trust.

     (xxi) The NILT Trust Agreement, the Titling Trust Agreement and the 200[      ]-[      ] SUBI Supplement are legal, valid and binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms.

     (xxii) The 200[      ]-[      ] SUBI Certificate has been duly and validly authorized and, when executed, authenticated and delivered in accordance with the Titling Trust Agreement and the 200[      ]-[      ] SUBI Supplement, will be duly and validly issued and outstanding and entitled to the benefits of the Titling Trust Agreement and the 200[      ]-[      ] SUBI Supplement.

     (xxiii) Under Section 3805(b) of the DBT Act, no creditor of any holder of a UTI Certificate or a 2005-A SUBI Certificate shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of Titling Trust except in accordance with the terms of the Titling Trust Agreement and the 200[      ]-[      ] SUBI Supplement.

     (xxiv) Under Section 3805(b) of the Act, no creditor of any holder of a Certificate shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of NILT Trust except in accordance with the terms of the Trust Agreement.

     (xxv) Insofar as the Uniform Commercial Code as in effect in the State of Delaware (the “Delaware UCC”) is applicable (without regard to conflict of laws principles), the 200[      ]-[      ] SUBI Certificate constitutes a “certificated security” within the meaning of Section 8-102 (a)(4) of the Delaware UCC.

     (xxvi) Insofar as Section 9-305 (a)(1) of the Delaware UCC is applicable (without regard to conflicts of laws principles), a security interest in a “certificated security” is perfected pursuant to the laws of the jurisdiction in which such certificated security is located.

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     (xxvii) Neither the execution, delivery and performance by either of NILT Trust or the Titling Trust of the Basic Documents to which it is a party, nor the consummation by NILT Trust or the Titling Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware.

     (xxviii) Neither the execution, delivery and performance by either of NILT Trust or the Titling Trust of the Basic Documents to which it is a party, nor the consummation by NILT Trust or the Titling Trust of the transactions contemplated thereby, is in violation of the NILT Trust Agreement or the Titling Trust Agreement or any law, rule or regulation of the State of Delaware applicable to either NILT Trust or the Titling Trust.

     (g) Opinion of Special Bankruptcy Counsel to NMAC and the Depositor. At the Closing Date, the Underwriters shall have received the favorable opinion of Mayer, Brown, Rowe & Maw LLP, special bankruptcy and UCC counsel to NMAC, NILT Trust, the Depositor and the Trust, dated as of Closing Date and in form and substance satisfactory to counsel for the Underwriters, with respect to certain bankruptcy and perfection of security interest matters.

     (h) Opinion of Counsel for [U.S. Bank]. At the Closing Date, the Underwriters shall have received the favorable opinion of [                    ], counsel to [U.S. Bank], as Indenture Trustee, Trust Agent and Securities Intermediary, dated as of Closing Date and in form and substance satisfactory in form and substance to the Underwriters and counsel for the Underwriters, substantially to the effect that:

     (i) [U.S. Bank] has been duly organized and is validly existing as a national banking association, in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations as Indenture Trustee, Trust Agent and Securities Intermediary under each Basic Document to which it is a party.

     (ii) Each Basic Document to which [U.S. Bank] is a party has been duly authorized, executed and delivered by [U.S. Bank] and constitutes the legal, valid and binding obligations of [U.S. Bank] enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     (iii) The Notes have been duly authenticated and delivered by [U.S. Bank] in its capacity as Indenture Trustee under the Indenture.

     (iv) Neither the execution nor delivery by [U.S. Bank] of each Basic Document to which it is a party nor the consummation of any of the transactions by [U.S. Bank] contemplated thereby require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental

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authority or agency under any existing federal law of the United States of America governing the banking or trust powers of [U.S. Bank].

     (v) The execution and delivery of each Basic Document to which [U.S. Bank] is a party and the performance by [U.S. Bank] of their terms do not conflict with or result in a violation of (A) any federal law or regulation of the United States of America governing the banking or trust powers of [U.S. Bank], (B) the Amended and Restated Articles of Association or bylaws of [U.S. Bank], or (C) to the best of such counsel’s knowledge, any indenture, lease, or material agreement to which [U.S. Bank] is a party or to which its assets are subject.

     (vi) All of the issued and outstanding capital stock of the Titling Trustee is owned by [U.S. Bank], free and clear of any Liens.

     (i) Opinion of Counsel for Titling, Trustee. At the Closing Date, the Underwriters shall have received the opinion of [                     ], counsel to the Titling Trustee, dated as of Closing Date and satisfactory in form and substance to the Underwriters and counsel to the Underwriters, substantially to the effect that:

     (i) The Titling Trustee has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties, to conduct its business, as presently conducted by it, and to enter into and perform its obligations as Indenture Trustee under each Basic Document to which it is a party.

     (ii) The shares of issued and outstanding capital stock of the Titling Trustee have been duly authorized and validly issued, are fully paid and non-assessable and are owned by [U.S. Bank], free and clear of any liens.

     (iii) Each Basic Document to which the Titling Trustee is a party has been duly authorized, executed and delivered by the Titling Trustee and constitutes the legal, valid and binding obligations of the Titling Trustee enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     (iv) The Titling Trustee is duly qualified as a foreign corporation to transact business and is in good standing in the States of California and New York (the “Trust States”).

     (v) The 200[      ]-[      ] SUBI Certificate has been duly executed, authenticated and delivered by the Titling Trustee in its capacity as Trustee under the Titling Trust Agreement.

     (vi) Neither the execution nor delivery by the Titling Trustee of each Basic Document to which it is a party nor the consummation of any of the transactions by the Titling Trustee as contemplated thereby require the consent or approval of, the giving of

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notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law in the Trust States, except such notices and approvals as have been given and remain in effect on the date of the related opinion from such counsel.

     (vii) The execution and delivery of each Basic Document to which the Titling Trustee is a party and the performance by the Titling Trustee of their terms do not conflict with or result in a violation of the articles of incorporation or bylaws of the Titling Trustee or, to the best of such counsel’s knowledge, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or to which its assets are subject.

     (j) Opinion of Counsel for WTC. At the Closing Date, the Underwriters shall have received the opinion of Richards, Layton & Finger P.A., counsel to WTC, as Owner Trustee and Delaware Trustee, dated as of Closing Date and satisfactory in form and substance to counsel for the Underwriters, substantially to the effect, among other things, that:

     (i) WTC is duly incorporated, validly existing and in good standing as a banking corporation under the laws of the State of Delaware.

     (ii) WTC has power and authority to execute, deliver and perform its obligations under each of the Trust Agreement and to consummate the transactions contemplated thereby.

     (iii) Each of the Trust Agreement and the Agreement of Definitions has been duly authorized, executed and delivered by WTC and constitutes a legal, valid and binding obligation of WTC.

     (k) Opinion of Counsel for the Underwriters. At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of Closing Date, of Orrick, Herrington & Sutcliff LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters. In rendering such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel reasonably satisfactory to the Underwriters.

     (l) Reliance Letters. Counsel to NMAC, the Depositor or the Titling Trustee shall provide reliance letters to the Representative, as representative of the Underwriters, relating to each legal opinion relating to the transactions contemplated by this Agreement rendered to the Owner Trustee, the Titling Trustee or any of the Rating Agencies (or the Representative, as representative for the Underwriters, shall be an addressee to each such legal opinion).

     (m) Maintenance of Rating. At the Closing Date, the Class A-1 Notes shall be rated by each Rating Agency in its highest short-term rating, the remaining classes of Notes shall be rated by each Rating Agency in its highest long-term rating, and NMAC and the Depositor shall have delivered to the Underwriters a letter dated the Closing Date from each Rating Agency, or other evidence satisfactory to the Underwriters, confirming that the Notes have such ratings.

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     (n) Additional Documents. At the Closing Date, counsel to the Underwriters shall have been furnished with such additional documents and additional opinions as it may reasonably require for the purpose of enabling it to pass upon the issuance of the Securities and the sale of the Notes as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties or the fulfillment of any of the conditions herein contained; and all proceedings taken by NMAC or the Depositor in connection with the foregoing shall be reasonably satisfactory in form and substance to counsel for the Underwriters.

     (o) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Depositor and NMAC at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5 and except that Sections 1, 7 and 8 shall survive any such termination and remain in full force and effect.

Section 7. Indemnification.

     (a) Indemnification of Underwriters. The Depositor and NMAC shall, jointly and severally, indemnify and hold each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (each a “Control Person”), harmless against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or Control Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and Control Person for any legal or other expenses reasonably incurred by such Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Depositor nor NMAC will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with information furnished to the Depositor or NMAC by any Underwriter through the Representative specified in the last sentence of subsection 7(b) below specifically for use therein; provided, further, that neither the Depositor nor NMAC shall be liable under this subsection (a) to any Underwriter to the extent that such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or omission made in the preliminary prospectus that is subsequently corrected in the Preliminary Prospectus and the Final Prospectus (or any amendment or supplement thereto) made available to such Underwriter within a reasonable time period, if the person asserting such loss, claim, damage or liability was not sent or given the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented (excluding documents incorporated by reference therein), on or prior to the confirmation of the sale of the Notes.

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     (b) Indemnification of NMAC and the Depositor. Each Underwriter shall, severally and not jointly, indemnify and hold harmless the Depositor and NMAC against any losses, claims, damages or liabilities to which the Depositor or NMAC may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Depositor or NMAC by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Depositor or NMAC in connection with investigating or defending any such action or claim as such expenses are incurred. The Depositor and NMAC acknowledge and agree that the only such information furnished to the Depositor or NMAC by any Underwriter through the Representative consists of the following: the statements in the second and fourth paragraphs (concerning initial offering prices, concessions and reallowances) and in the sixth and seventh paragraphs (concerning stabilizing and other activities) under the heading “Underwriting” in the Preliminary Prospectus and the Final Prospectus or preliminary prospectus related thereto.

     (c) Actions against Parties; Notification; Settlement. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereof, but the omission to so notify the Indemnifying Party will not relieve it from any liability that it may otherwise have to any Indemnified Party under such preceding paragraphs, and with respect to such preceding paragraphs, any such omission shall not relieve it from any liability except to the extent it has been materially prejudiced by such omission. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who may be counsel to the Indemnifying Party) and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof and after acceptance of counsel by the Indemnified Party, the Indemnifying Party will not be liable to such Indemnified Party under this subsection 7(c) for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party, (iii) a conflict or potential conflict exists (based upon advice of counsel to

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the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iv) the Indemnifying Party has elected to assume the defense of such proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall not, with respect to any action brought against any Indemnified Party, be liable for the fees and expenses of more than one firm (in addition to any local counsel) for all Indemnified Parties, and all such fees and expenses shall be reimbursed within a reasonable period of time as they are incurred. Any separate firm appointed for the Underwriters and any Control Person in accordance with this subsection 7(c) shall be designated in writing by the Representative, and any such separate firm appointed for the Depositor or the NMAC, its respective directors, officers who sign the Registration Statement and Control Persons in accordance with this subsection 7(c) shall be designated in writing by the Depositor or the NMAC, as the case may be. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, with respect to an action of which the Indemnifying Party was notified and had the opportunity to participate in (whether or not it chose to so participate), the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the fourth sentence of this subsection 7(c), the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such Indemnifying Party of the aforesaid request, and during such 60 day period the Indemnifying Party has not responded thereto, and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

     (d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an Indemnified Party under subsection 7(a) or 7(b) above, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities referred to in subsection 7(a) or 7(b) above in such proportion as is appropriate to reflect the relative benefits received by the Depositor and NMAC on the one hand and the Underwriters on the other from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Depositor and NMAC on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Depositor and NMAC on the one hand and the Underwriters on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) received by the Depositor and NMAC bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall

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be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor or NMAC or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Depositor, NMAC and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection 7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection 7(d). The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to above in this subsection 7(d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this subsection 7(d). Notwithstanding the provisions of this subsection 7(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection 7(d) to contribute are several in proportion to their respective underwriting obligations and not joint.

     (e) The obligations of the Depositor and NMAC under this Section 7 shall be in addition to any liability that the Depositor or NMAC may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act; and the obligations of the Underwriters under this Section 7 shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Depositor or NMAC, to each officer of the Depositor or NMAC who has signed the Registration Statement and to each person, if any, who controls NMAC or the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act.

Section 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of NMAC, the Depositor and their respective Affiliates submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or controlling person, or by or on behalf of NMAC, the Depositor and their respective Affiliates, and shall survive delivery of the certificates to the Underwriters.

Section 9. Failure to Purchase the Notes. If any Underwriter or Underwriters default on its or their obligations to purchase Notes hereunder and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed [10]% of the total principal amount of such Notes, the Representative may make arrangements satisfactory to the Depositor for the purchase of such Notes by other persons, including the non-defaulting Underwriter or Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriter or Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate

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principal amount of Notes with respect to which such default or defaults occur exceeds [10]% of the total principal amount of Notes, as applicable, and arrangements satisfactory to the non-defaulting Underwriter or Underwriters and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or NMAC or any of its Affiliates, except as provided in Section 8.

     As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter or Underwriters from liability for its default.

Section 10. Termination of Agreement.

     (a) Termination; General. The Underwriters may terminate this Agreement, by notice to NMAC and the Depositor, at any time at or prior to the Closing Date if there shall have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Depositor, Nissan Motor Co., Ltd., NNA or NMAC that, in the judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; (ii) any downgrading in the rating of any debt securities of NNA or any of its direct or indirect subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iv) any material disruption in commercial banking, securities settlement or clearance services in the United States; (v) any banking moratorium declared by federal or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes.

     (b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 5, and provided further that Sections 1, 7 and 8 shall survive such termination and remain in full force and effect.

Section 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices (i) to the Underwriters shall be directed to the Representative at [      ]; and (iii) to the Depositor shall be directed to it at 990 West 190th Street, M-9-A, Torrance, California 90502, Attention: Treasurer.

Section 12. Parties. This agreement shall inure to the benefit of and be binding upon each of the Underwriters, NMAC, the Depositor and their respective successors. Nothing expressed or

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mentioned in this agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, NMAC, the Depositor and their respective successors and the controlling persons, directors and officers referred to in Section 7 any legal or equitable right, remedy or claim under or in respect of this agreement or any provision herein contained. This agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, NMAC, the Depositor and their respective successors, and the controlling persons, directors and officers referred to in Section 7 and their heirs and legal representatives and for the benefit of no other person, firm or corporation. No purchaser of Notes from the Underwriters shall be deemed to be a successor by reason merely of such purchase.

Section 13. Representation of the Representative. The Representative will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representative under this Agreement will be binding upon all the Underwriters.

Section 14. Representation and Warranties of Underwriters. With respect to any offers or sales of the Notes outside the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties:

     (a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes the Preliminary Prospectus and the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Depositor or NMAC shall have any responsibility therefor;

     (b) No action has been or will be taken by such Underwriter that would permit public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction where action for that purpose is required unless the Depositor or NMAC has agreed to such actions and such actions have been taken;

     (c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Notes or distribute any such offering material in or from any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligation on the Depositor or NMAC or the Underwriters;

     (d) Each Underwriter acknowledges that it is not authorized to give any information or make any representation in relation to the Notes other than (i) oral communications that are consistent with the Preliminary Prospectus or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus or the Final Prospectus for the Notes and (iii) such additional information, if any, as the Depositor or NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of the Notes;

     (e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any of the Notes to persons

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in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended);

     (f) Each Underwriter has complies and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) with respect to anything done by such Underwriter in relation to the Notes in, from or otherwise involving the United Kingdom; and

     (g) Each Underwriter will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to the Depositor.

Section 15. Covenants of Underwriters.

     (a) Each of the Underwriters severally, and not jointly, covenants and agrees with the Depositor and NMAC that other than the Preliminary Prospectus and the Final Prospectus, without the Depositor and NMAC’s prior written approval, such Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) relating to the offer and sale of the Notes that would constitute a “prospectus” or a “free writing prospectus,” each as defined in the Securities Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Securities Act) containing no more than the following: (A) information contemplated by Rule 134 under the Securities Act and included or to be included in the Preliminary Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, and (B) information customarily included in confirmations of sales of securities and notices of allocations (each such written communication, an “Underwriter Free Writing Prospectus”); and (ii) unless otherwise consented to by the Depositor and NMAC, no such Underwriter Free Writing Prospectus shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination such that, as a result of such conveyance, the Depositor or NMAC shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act.

     (b) Each Underwriter agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Depositor or by a trust for which the Depositor was the depositor which securities were rated by any nationally recognized statistical rating organization, it will not institute against, or join any other person in instituting against, the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law.

36

Section 16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 17. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 18. No Bankruptcy Petition. Each Underwriter agrees that prior to the date that is [one year and one day] after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against NILT Trust, the Depositor, the Trustee, the Titling Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

Section 19. Acknowledgement. Each of NMAC and the Depositor hereby acknowledges that pursuant to this Agreement (a) the Underwriters are acting as principals and not as agents or fiduciaries of NMAC or the Depositor and (b) the engagement by NMAC and the Depositor of the Underwriters is as independent contractors and not in any other capacity. Furthermore, each of NMAC and the Depositor agrees that it is solely responsible for independently making its own judgments with respect to the matters covered by this Agreement (irrespective of whether any of the Underwriters has advised or is currently advising NMAC or the Depositor on other matters).

Section 20. Counterparts. This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

37

     If the foregoing is in accordance with your understanding of our agreement, please sign and return to NMAC and the Depositor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, NMAC and the Depositor in accordance with its terms.

Very truly yours,

NISSAN MOTOR ACCEPTANCE

CORPORATION, a California corporation

By:

Name: Steven R. Lambert

Title: President

NISSAN AUTO LEASING LLC II, a Delaware

limited liability company

By:

Name: Kazuhiko Kazama

Title: Treasurer

(Nissan 200[      ]-[     ] Underwriting Agreement)

S- 1

CONFIRMED AND ACCEPTED,
	as of the date first above written:
[                                         ],
	as Representative of the Several Underwriters
By:
	Authorized Signatory

(Nissan 200[      ]-[     ] Underwriting Agreement)

S- 2

SCHEDULE A

	Principal	Principal	Principal	Principal
	Amount of	Amount of	Amount of	Amount of
	Class A-1	Class A-2	Class A-3	Class A-4
Underwriter	Notes	Notes	Notes	Notes

(Nissan 200[      ]-[     ] Underwriting Agreement)

Schedule A

EX-4.1

EXHIBIT 4.1
FORM OF INDENTURE

NISSAN AUTO LEASE TRUST 200[ ]-[ ]

$[                    ]
[   ]% Asset Backed Notes, Class A-1

$[                    ]
[   ]% Asset Backed Notes, Class A-2

$[                    ]
[   ]% Asset Backed Notes, Class A-3

$[                    ]
[   ]% Asset Backed Notes, Class A-4

NISSAN AUTO LEASE TRUST 200[ ]-[ ]

and

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

INDENTURE

Dated as of [                     ]

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 of Trust Indenture Act		2
ARTICLE TWO THE NOTES		3
SECTION 2.01 Form		3
SECTION 2.02 Execution, Authentication and Delivery		3
SECTION 2.03 Temporary Notes		4
SECTION 2.04 Registration; Registration of Transfer and Exchange		4
SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes		5
SECTION 2.06 Persons Deemed Owners		6
SECTION 2.07 Cancellation		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 The Interest Rate [Cap][Swap] Agreement		9
SECTION 2.14 Tax Treatment		10
ARTICLE THREE COVENANTS		10
SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Depositor		10
SECTION 3.02 Maintenance of Office or Agency		11
SECTION 3.03 Money for Payments to be Held in Trust		11
SECTION 3.04 Existence		13
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 200[ ]-[ ] SUBI Assets		14
SECTION 3.08 Negative Covenants		15
SECTION 3.09 Annual Statement as to Compliance		16

-i-

TABLE OF CONTENTS
(continued)

	Page
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 200[ ]-[ ] SUBI Certificate		17
SECTION 3.14 Compliance with Laws		17
SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms		17
SECTION 3.16 Successor or Transferee		19
SECTION 3.17 Removal of the Administrative Agent		19
SECTION 3.18 Perfection Representations		19
SECTION 3.19 Securities Exchange Act Filings		20
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		24
SECTION 5.04 Remedies; Priorities		26
SECTION 5.05 Optional Preservation of the Owner Trust Estate		27
SECTION 5.06 Limitation of Suits		28
SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest		28
SECTION 5.08 Restoration of Rights and Remedies		28
SECTION 5.09 Rights and Remedies Cumulative		29
SECTION 5.10 Delay or Omission Not a Waiver		29
SECTION 5.11 Control by Noteholders		29
SECTION 5.12 [Reserved]		30
SECTION 5.13 Undertaking for Costs		30

-ii-

TABLE OF CONTENTS
(continued)

	Page
SECTION 5.14 Waiver of Stay or Extension Laws		30
SECTION 5.15 Action on Notes		30
SECTION 5.16 Performance and Enforcement of Certain Obligations		30
SECTION 5.17 Sale of Owner Trust Estate		31
ARTICLE SIX THE INDENTURE TRUSTEE		31
SECTION 6.01 Duties of Indenture Trustee		31
SECTION 6.02 Rights of Indenture Trustee		33
SECTION 6.03 Individual Rights of Indenture Trustee		34
SECTION 6.04 Indenture Trustee’s Disclaimer		34
SECTION 6.05 Notice of Defaults		34
SECTION 6.06 Reports by Indenture Trustee to Noteholders		35
SECTION 6.07 Compensation and Indemnity		35
SECTION 6.08 Replacement of Indenture Trustee		36
SECTION 6.09 Successor Indenture Trustee by Merger		37
SECTION 6.10 Appointment of Co-Trustee or Separate Trustee		37
SECTION 6.11 Eligibility; Disqualification		39
SECTION 6.12 Trustee as Holder of the 200[ ]-[ ] SUBI Certificate		39
SECTION 6.13 Representations and Warranties of Indenture Trustee		39
SECTION 6.14 Furnishing of Documents		40
SECTION 6.15 Interest Rate [Cap][Swap] Agreement Provisions		40
SECTION 6.16 Preferred Collection of Claims Against Issuer		41
ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS		41
SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses		41
SECTION 7.02 Preservation of Information; Communications to Noteholders		42
SECTION 7.03 Reports by Issuer		42
SECTION 7.04 Reports by Indenture Trustee		43
SECTION 7.05 Indenture Trustee Website		43
ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES		43
SECTION 8.01 Collection of Money		43

-iii-

TABLE OF CONTENTS
(continued)

	Page
SECTION 8.02 Accounts		44
SECTION 8.03 Payment Date Certificate		44
SECTION 8.04 Disbursement of Funds		46
SECTION 8.05 General Provisions Regarding Accounts		50
SECTION 8.06 Release of Owner Trust Estate		51
SECTION 8.07 Release of Interest In 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles Upon Purchase or Reallocation by the                      Servicer		51
SECTION 8.08 Opinion of Counsel		51
ARTICLE NINE SUPPLEMENTAL INDENTURES		52
SECTION 9.01 Supplemental Indentures Without Consent of Noteholders		52
SECTION 9.02 Supplemental Indentures With Consent of Noteholders		53
SECTION 9.03 Execution of Supplemental Indentures		55
SECTION 9.04 Effect of Supplemental Indenture		55
SECTION 9.05 Reference in Notes to Supplemental Indentures		55
ARTICLE TEN REDEMPTION OF NOTES		55
SECTION 10.01 Redemption		55
SECTION 10.02 Form of Redemption Notice		56
SECTION 10.03 Notes Payable on Redemption Date		57
ARTICLE ELEVEN MISCELLANEOUS		57
SECTION 11.01 Compliance Certificates and Opinions		57
SECTION 11.02 Form of Documents Delivered to Indenture Trustee		59
SECTION 11.03 Acts of Noteholders		59
SECTION 11.04 Notices		60
SECTION 11.05 Notices to Noteholders; Waiver		60
SECTION 11.06 Effect of Headings and Table of Contents		61
SECTION 11.07 Successors and Assigns		61
SECTION 11.08 Severability		61
SECTION 11.09 Benefits of Indenture		61
SECTION 11.10 Legal Holidays		61
SECTION 11.11 Governing Law		62

-iv-

TABLE OF CONTENTS
(continued)

	Page
SECTION 11.12 Counterparts		62
SECTION 11.13 Recording of Indenture		62
SECTION 11.14 Trust Obligation		62
SECTION 11.15 No Petition		62
SECTION 11.16 No Recourse		62
SECTION 11.17 Inspection		63
SECTION 11.18 Limitation of Liability of Owner Trustee		63
SECTION 11.19 Assignment of the Interest Rate [Cap][Swap] Agreement		63
SECTION 11.20 Conflict with Trust Indenture Act		65
SCHEDULES
Schedule I Perfection Representations, Warranties and Covenants
EXHIBITS
Exhibit A — Form of Notes		A-1
Exhibit B — Form of Depository Agreement		B-1

-v-

INDENTURE

     This Indenture, dated as of [          ] (as amended, supplemented or otherwise modified from time to time, this “Indenture”), is between the Nissan Auto Lease Trust 200[ ]-[ ], a Delaware statutory trust (the “Issuer”), and [U.S. Bank National Association], a national banking association (“[U.S. Bank]”), as trustee (the “Indenture Trustee”).

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer’s [ ]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), [ ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), [ ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and [ ]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”):

GRANTING CLAUSE

     The Issuer, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders and the Trust Certificateholders all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to (i) the 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 shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [          ], by and among the Issuer, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling

1

Trustee” or “Trustee”), [Wilmington Trust Company], a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank], as Indenture Trustee and trust agent (in such capacity, the “Trust Agent”).

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

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

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

     “Commission” means the Securities and Exchange Commission.

     “indenture securities” means the Notes.

     “indenture security holder” means a Noteholder.

     “indenture to be qualified” means this Indenture.

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

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

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

Indenture

2

ARTICLE TWO

THE NOTES

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

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

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

     The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver for original issue the following aggregate principal amounts of the Notes: (i) $[          ] of Class A-1 Notes, (ii) $[          ] of Class A-2 Notes, (iii) $[          ] of Class A-3 Notes and (iv) $[          ] 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][$100,000] and in integral multiples of $[1,000] in excess thereof.

     No Note may be sold, pledged or otherwise transferred to any Person except in accordance with Section 2.04 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 authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

Indenture

3

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

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

     SECTION 2.04 Registration; Registration of Transfer and Exchange.

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

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

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

     (c) At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for exchange, if the

Indenture

4

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

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

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

     (f) Each Noteholder shall be deemed to represent and warrant (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, (1) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a “plan” as defined in Section 4975 of the Code, (3) an entity deemed to hold the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101) of any of the foregoing or (4) any other plan that is subject to a law that is similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its acquisition, holding and disposition of the Note (or interest therein) will not result in a nonexempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any similar applicable law.

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

     SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer, the Owner Trustee and the Indenture Trustee harmless, then, in the absence of notice to the Owner Trustee, the Note Registrar or the Indenture Trustee that such Note has been acquired by a “protected purchaser” (as contemplated by Article Eight of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and upon receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (but not a mutilated Note) shall have become or within [seven] days shall become due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or

Indenture

5

stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article Eight of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article Eight of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

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

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

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

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

     SECTION 2.07 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they

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be destroyed or returned to it; provided, that such Issuer Order is timely and that such Notes have not been previously disposed of by the Indenture Trustee.

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

     SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes, upon original issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for [DTC], the initial Clearing Agency, or a custodian therefor, by, or on behalf of, the Issuer. One fully registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes or such lesser amount as necessary. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note except as provided in Section 2.11. Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.11:

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

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

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

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

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

     SECTION 2.10 Notices to Clearing Agency. Whenever a notice or other communication to Noteholders is required under this Indenture, unless and until Definitive Notes

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shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

     SECTION 2.11 Definitive Notes. If (i) (A) the 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 Issuer, Owner Trustee, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.

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

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

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

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For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture Trustee.

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

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

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

     SECTION 2.13 The Interest Rate [Cap][Swap] Agreement.

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

     (b) Subject to Section 11.19, the Indenture Trustee shall take all steps necessary to enforce the Issuer’s rights under the Interest Rate [Cap][Swap] Agreement, including receiving payments from the [Cap Provider][Swap Counterparty] when due and exercising the Issuer’s rights under the Interest Rate [Cap][Swap] Agreement including if either the long-term senior unsecured debt rating of the [Cap Provider][Swap Counterparty] is downgraded below “[A1]” by Moody’s or “[A+]” by Standard & Poor’s or the short-term debt rating of the [Cap Provider][Swap Counterparty] is reduced below “[P-1]” by Moody’s or below “[A-1]” by Standard & Poor’s, the right to require the [Cap Provider][Swap Counterparty] to obtain a guarantee of its obligations or to substitute a replacement [cap provider][swap counterparty] (subject to the assumption by the replacement [cap provider][swap counterparty]of the [Cap Provider’s][Swap Counterparty’s] obligations under the Interest Rate [Cap][Swap] Agreement) within [30] days of the occurrence of such reduction, or in certain circumstances, post collateral, in each case in accordance with the terms of the Interest Rate [Cap][Swap] Agreement.

     (c) Pursuant to the Interest Rate [Cap][Swap] Agreement, [U.S. Bank] will be designated calculation agent (“Calculation Agent”), and in such capacity, on each Interest Determination Date, will calculate the interest rate with respect to the Class A-4 Notes. All

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determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on Class A-4 Noteholders.

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

ARTICLE THREE

COVENANTS

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

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

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

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Distribution Account or Reserve Account pursuant to Sections 3.01, 4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes or Trust Certificates shall be paid over to the Issuer or the Owner Trustee, except as provided by this Section.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     SECTION 3.06 Opinions as to Owner Trust Estate.

     (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel (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 Issuer’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 Issuer’s rights in the Collateral and in identifiable proceeds thereof will be perfected.

     (b) On or before [          ] of each calendar year, beginning with [ ], 200[ ], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to continue the lien and security interest of the Indenture Trustee in the Collateral and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (ii) no such action is necessary to continue such lien and security interest.

     SECTION 3.07 Performance of Obligations; Servicing of the 200[ ]-[ ] SUBI Assets.

     (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Administrative Agent, that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the 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 Issuer may contract with other Persons, to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrative Agent, and the Administrative Agent has agreed, to assist the Issuer in performing its duties under this Indenture.

     (c) The Issuer shall, and, shall cause the Administrative Agent and the Servicer to, punctually perform and observe all of its obligations and agreements contained in this Indenture,

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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 Issuer, as a party to the Basic Documents and as Holder of the 200[ ]-[ ] 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 Issuer shall have knowledge of the occurrence of a Servicer Default, such entity shall promptly notify the other entity and each Rating Agency thereof, and shall specify in such notice the action, if any, the other entity is taking in respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 200[ ]-[ ] SUBI Assets, the Issuer shall take all reasonable steps available to it to remedy such failure. Upon the occurrence of a Servicer Default with respect to the 200[ ]-[ ] 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 200[ ]-[ ] SUBI and the Trust Assets allocated thereto only, and a successor Servicer shall be appointed pursuant to the Servicing Agreement.

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

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

     (a) engage in any activities other than financing, acquiring, owning, pledging and managing the 200[ ]-[ ] SUBI Certificate as contemplated by this Indenture and the other Basic Documents;

     (b) except as expressly permitted herein and in the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuer, including those assets included in the 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,

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(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 200[ ]-[ ] 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 Issuer will cause the Servicer to deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuer the annual statement of compliance described in Section 4.09 of the Sale and Servicing Agreement. In addition, on the same date annually upon which such annual statement of compliance is to be delivered by the Servicer, the Issuer 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 Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

     (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture 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.

     SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided in the Basic Documents, unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not: (i) engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 200[ ]-[ ] SUBI Certificate in the manner contemplated by the Basic Documents and activities incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

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

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

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

     SECTION 3.13 Delivery of the 200[ ]-[ ] SUBI Certificate. On the Closing Date, the Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 200[ ]-[ ] SUBI Certificate. The Indenture Trustee shall take possession of the 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate in the Borough of Manhattan in the City of New York.

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

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

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

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

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

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

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     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the 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 Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and any related supplemental indenture complies with this Article III and that all conditions precedent provided in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

     (b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the 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 Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (c) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the Notes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction;

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

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

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

     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the 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 Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

     SECTION 3.16 Successor or Transferee.

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

     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.15(b), Nissan Auto Lease Trust 200[ ]-[ ] will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes and the Trust Certificates immediately upon the delivery of written notice to the Indenture Trustee stating that Nissan Auto Lease Trust 200[ ]-[ ] is to be so released.

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

     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.

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     (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 Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I hereto 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 Issuer hereby authorizes the Depositor to prepare, sign, certify and file any and all reports, statements and information related to the Issuer or the Notes required to be filed pursuant to the Securities and Exchange Act of 1934, and the rules and regulations thereunder.

     SECTION 3.20 Regulation AB Representations, Warranties and Covenants. The Issuer agrees to perform all duties and obligations applicable to or required of the Issuer set forth in Schedule A to the 200[_]-[_] 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 Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

     (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter paid to the Persons entitled thereto or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable on the applicable Note Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of

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redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees due and payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation, when due, to the applicable Note Final Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;

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

     (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, (if required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with and, 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 Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and such Paying Agent shall thereupon be released from all further liability with respect to such monies.

ARTICLE FIVE

INDENTURE DEFAULT

     SECTION 5.01 Indenture Defaults. Any one of the following events (whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or

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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 Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been inaccurate in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the Noteholders and such default or inaccuracy shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was inaccurate shall not have been eliminated or otherwise cured, for a period of 60 days (or 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 Issuer by the Indenture Trustee or to the Issuer 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 Issuer 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 Issuer or for any substantial part of the Owner Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs, and such proceeding shall remain unstayed, undismissed and in effect for a period of 90 consecutive days or immediately upon entry of any such decree or order; or

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

     The Issuer shall deliver to the Indenture Trustee, each Rating Agency, each Noteholder and the [Cap Provider][Swap Counterparty] within [five] Business Days after the occurrence

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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 clause (c) or (d), its status and what action the Issuer is taking or proposes to take with respect thereto.

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

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

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

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

     If the Notes have been declared due and payable following an Indenture Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Owner Trust Estate) or elect to maintain the

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

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

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

     (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the 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 Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

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

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

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

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

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

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

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

     SECTION 5.04 Remedies; Priorities.

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

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

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

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

     (iv) subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.02, sell the Owner Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Indenture Default, other than an Indenture Default described in Section 5.01(a) or (b), unless (A) Noteholders holding 100% of the Outstanding Amount 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 or (C) the Indenture Trustee determines that the Owner Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and the Indenture Trustee obtains the consent of Noteholders holding not less than 66 2/3% of the Outstanding Amount of Notes, voting together as a single class; and provided further, that the Indenture Trustee may not sell the Owner Trust Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not cause the Titling Trust or an interest therein or portion thereof to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.

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

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

     (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in payment of the principal amount due and unpaid on the Class A-1 Notes (until the Class A-1 Notes have been paid in full), and second, to the Holders of the other Notes in payment of the principal amount due and unpaid on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes pro rata (based on the amount due and unpaid of each such Class), until all Notes have been paid in full;

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

     (iv) any remaining amounts to the Depositor.

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

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

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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 Issuer.

     SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on, if any, such Note on or after the respective due dates thereof expressed in such Note or this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

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

     SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion or employment of any right or remedy

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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 Owner Trust Estate shall be made by Noteholders holding not less than 100% of the Outstanding Amount;

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

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

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

     SECTION 5.12 [Reserved].

     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder or group of Noteholders, in each case holding Notes evidencing

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more than [10]% of the Outstanding Amount of Notes, voting together as a single class, or (iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the related due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

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

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

     SECTION 5.16 Performance and Enforcement of Certain Obligations.

     (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Servicer and the [Cap Provider][Swap Counterparty], as applicable, of each of their obligations to the Issuer under or in connection with the Servicing Agreement and the Interest Rate [Cap][Swap] Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of its obligations under the Servicing Agreement.

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

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

ARTICLE SIX

THE INDENTURE TRUSTEE

     SECTION 6.01 Duties of Indenture Trustee.

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

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

     (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

     (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture and the other Basic Documents to which the Indenture Trustee is a party.

     (c) The Indenture Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful, misconduct, except that:

     (i) this paragraph does not limit the effect of paragraph (b);

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     (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

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

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

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

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

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

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

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

     SECTION 6.02 Rights of Indenture Trustee.

     (a) Except as provided by the second succeeding sentence, the Indenture Trustee may conclusively rely and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.

     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable.

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The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

     (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder.

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

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

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

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

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

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

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

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

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

     SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the Indenture Trustee from time to time reasonable compensation for its services, (ii) reimburse the

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

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

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any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

     (ii) no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

     (iii) the Indenture Trustee and the Administrative Agent may at any time accept the resignation of or remove any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture and specifically including every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrative Agent.

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

     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA and shall in addition have a combined capital and surplus of at least $[50,000,000] (as set forth in its most recent published annual report of condition) and a long-term debt rating of “[A]” or better by Standard & Poor’s and Moody’s or be otherwise acceptable to each Rating Agency. 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 form the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusions set forth in TIA Section 310(b)(1) are met. The 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 Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee.

     SECTION 6.12 Trustee as Holder of the 200[ ]-[ ] SUBI Certificate. So long as any Notes are Outstanding, to the extent that the Issuer has rights as a Holder of the 200[ ]-[ ] SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any actions

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taken by the Depositor, the Issuer may initiate such action or grant such consent only with consent of the Indenture Trustee. To the extent that the Indenture Trustee has rights as a Holder of the 200[ ]-[ ] SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Depositor, the Issuer, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 66 2/3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount.

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

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

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

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

     SECTION 6.15 Interest Rate [Cap][Swap] Agreement Provisions. The Issuer has entered into the Interest Rate [Cap][Swap] Agreement, in the form satisfactory to the Rating Agencies, to hedge the floating rate interest expense on the Class A-4 Notes. The Issuer may, from time to time, enter into one or more replacement Interest Rate [Cap][Swap] Agreements if any Interest Rate [Cap][Swap] Agreement is terminated prior to its scheduled expiration pursuant to a Cap Event of Default or a Cap Termination Event.

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

     (b) Upon the occurrence of (i) any Cap Event of Default arising from any action taken, or failure to act, by the [Cap Provider][Swap Counterparty], or (ii) any Cap Termination Event (except as described in the following sentence) with respect to which the [Cap Provider][Swap Counterparty] is an “Affected Party” (as defined in the Interest Rate [Cap][Swap] Agreement), the Indenture Trustee may and will, at the direction of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, by notice to the [Cap Provider][Swap Counterparty], designate an “Early Termination Date” (as defined in the Interest Rate [Cap][Swap] Agreement) with respect to the Interest Rate [Cap][Swap]

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Agreement. If a Cap Termination Event occurs as a result of the insolvency or bankruptcy of the [Cap Provider][Swap Counterparty], which event has not been otherwise cured under the terms of the Interest Rate [Cap][Swap] Agreement, the Indenture Trustee will terminate the Interest Rate [Cap][Swap] Agreement.

     (c) The Indenture Trustee, as assignee of the rights of the Issuer under the Interest Rate [Cap][Swap] Agreement, may enter into any amendment or supplement to the Interest Rate [Cap][Swap] Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to correct or supplement any provision therein that may be inconsistent with any other provision therein or with the Indenture or (iii) to add any other provisions with respect to matters or questions arising under the Interest Rate [Cap][Swap] Agreement; provided, in the case of clause (iii), that such amendment will not adversely affect in any material respect the interest of any Noteholder. Any such amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholder if the Rating Agency Condition is satisfied with respect to such amendment and an Officer’s Certificate to that effect is delivered from the Servicer to the Indenture Trustee.

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

     SECTION 6.16 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 Deposit Date. If three or more Noteholders, or one or more Holders evidencing not less than 25% of the Outstanding Amount of the Notes (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within

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[five] Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders. The Indenture Trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrative Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived.

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

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

     SECTION 7.02 Preservation of Information; Communications to Noteholders.

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

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

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

     SECTION 7.03 Reports by Issuer.

     (a) The Issuer shall:

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

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

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

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

     SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within 60 days after each fiscal year of the Issuer, beginning with [March 31, 2007], the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

     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, but only with the use of a password provided by the Indenture Trustee. 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.[                    ].com 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.

ARTICLE EIGHT

ACCOUNTS, DISBURSEMENTS AND RELEASES

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

     SECTION 8.02 Accounts.

     (a) Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall be maintained an Eligible Account (initially at [U.S. Bank]) in the name of the Indenture Trustee until the Outstanding Amount of Notes is reduced to zero, and thereafter, in the name of the Issuer, 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 Issuer.

     (b) The Issuer 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.

     (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the 200[ ]-[ ] Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible Account, the Indenture Trustee, until the Outstanding Amount of Notes has been reduced to zero, and thereafter with respect to the Reserve Account, the Issuer shall, as necessary, assist the Servicer in causing each Account to be moved to an institution at which it shall be an Eligible Account.

     SECTION 8.03 Payment Date Certificate.

     (a) The Issuer 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 the tenth calendar day of each month or, if the 10^thday 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:

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     (i) the amount of SUBI Collections allocable to the 200[ ]-[ ] SUBI Certificate;

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

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

     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-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) the [Cap] [Swap] Payments or any [Cap] [Swap] Termination Payment received by the Issuer from the [Cap Provider][Swap Counterparty];

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     (xv) the amount of the [Swap] [Cap] Payments and the [Swap] [Cap] Termination Payments received, if any, due to the [Cap Provider] [Swap Counterparty] under the [Cap] [Swap] Agreement.

     (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,

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

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

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

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

     SECTION 8.04 Disbursement of Funds.

     (a) On each Payment Date, prior to 11:00 a.m., New York City time, the Trustee (acting through the Trust Agent) shall, in accordance with the related Payment Date Certificate and pursuant to the instructions of the Servicer, transfer from the 200[ ]-[ ] SUBI Collection Account all Securityholder Available Funds and apply such amount, in accordance with the following priorities:

     (i) to the Note Distribution Account, for payment to the Noteholders, an amount equal to the interest accrued at the applicable Interest Rate for such Class of Notes during the related Accrual Period on the applicable Outstanding Amount of Notes (plus any accrued and unpaid interest with respect to any prior Accrual Period) for such

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Class (and, to the extent permitted by applicable law, interest on any overdue interest at the Overdue Interest Rate), on a pro rata basis;

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

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

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

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

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

     (4) 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 have been paid in full;

     (5) after the principal amount of the Class A-4 Notes is reduced to zero, to the Certificate Distribution Account for distribution of principal to the Trust Certificateholders, until the Trust Certificates have been paid in full; and

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

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

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

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

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

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     (b) On each Payment Date, after taking into account amounts to be distributed to Securityholders from the 200[ ]-[ ] 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, prior to 11:00 a.m., New York City time:

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

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

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

     (d) On each Payment Date or Redemption Date, from the amounts on deposit in the Note Distribution Account, the Indenture Trustee shall duly and punctually distribute payments of principal and interest on the Notes due and by check mailed to the Person whose name appears as the registered holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least [five] Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that the Note be submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of any Note issued upon the registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest or principal shall be considered to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify each Person who was the registered holder of a Note as of the Deposit Date preceding the most recent Payment Date or Redemption Date by notice mailed not less than [15] but no more than [30] days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only

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upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The Borough of Manhattan in The City of New York.

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

     (i) the amount of SUBI Collections allocable to the 200[ ]-[ ] SUBI Certificate;

     (ii) the amount of Available Funds;

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

     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance, the Class A-4 Note Balance and the Certificate Balance, in each case before giving effect to payments on such Payment Date;

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

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

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

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

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

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

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

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

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

     (xiv) the Servicing Fee for such Collection Period.

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

     SECTION 8.05 General Provisions Regarding Accounts.

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

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

     (c) If (i) the Administrative Agent shall have failed to give investment directions for any funds on deposit in the Reserve Account to the Indenture Trustee by 3:00 p.m., New York City time (or such other time as may be agreed by the Administrative Agent and Indenture Trustee), on any Business Day or (ii) a Default or Indenture Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if the Notes shall have been declared due and payable following an Indenture Default, amounts collected or receivable from the 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

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Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include delivery to the Issuer or its designee of the 200[ ]-[ ] 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 Issuer. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request.

     SECTION 8.07 Release of Interest In 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles Upon Purchase or Reallocation by the Servicer.

     (a) Upon the reallocation or purchase of any 200[ ]-[ ] Lease and related 200[ ]-[ ] 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 200[ ]-[ ] Lease and related 200[ ]-[ ] Vehicle and all proceeds thereof and the other property with respect to such 200[ ]-[ ] Lease and related 200[ ]-[ ] Vehicle, and all security and any documents relating thereto, and such 200[ ]-[ ] Lease and related 200[ ]-[ ] Vehicle and all such related security and documents shall be free of any further obligation to the Issuer, the Indenture Trustee or the Noteholders.

     (b) The Indenture Trustee shall execute such documents and instruments and take such other actions as shall be reasonably requested by the Servicer to effect the release of such rights with respect to such 200[ ]-[ ] Lease and related 200[ ]-[ ] Vehicle pursuant hereto and the assignment of such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle by the Issuer.

     SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at least [seven] days notice when requested by the Issuer 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.

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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 Issuer and the Indenture Trustee (when so directed by an Issuer 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 supplement 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. 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. The consent of the Servicer, the Trust Certificateholder, the Owner Trustee or the Administrative Agent 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.

     (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 Issuer and the Indenture Trustee (when so directed by an Issuer 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(b)(i)(B) is delivered to the Indenture Trustee.

     (d) Not less than [15] days prior to the execution of any amendment or supplemental indenture pursuant to this section or Section 9.02, the Issuer 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 Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

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     (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 Issuer, 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) 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 indenture, 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 or supplemental indenture.

     SECTION 9.02 Supplemental Indentures With Consent of Noteholders. The Issuer and the Indenture Trustee, when requested by an Issuer Request, also may, with the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into 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”;

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

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

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

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

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

     Any such amendment or supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the same effect as in Section 9.01(f). The Indenture Trustee may in its 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 Issuer 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

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

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

ARTICLE TEN

REDEMPTION OF NOTES

     SECTION 10.01 Redemption.

     (a) Pursuant to Section 9.03 of the Trust Agreement, the Servicer shall be permitted at its option to purchase the 200[ ]-[ ] SUBI Certificate from the Issuer on any Redemption Date relating to the exercise of an Optional Purchase. In connection with the exercise of an Optional Purchase, the Servicer will deposit the Optional Purchase Price into the 200[ ]-[ ] SUBI Collection Account on the Deposit Date relating to the Redemption Date. In connection with an Optional Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not in part, for the Redemption Price and the 200[ ]-[ ] SUBI Certificate shall be delivered to or upon the order of the Servicer.

     (b) In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to 11:00 a.m., New York City time, the Servicer shall transfer the Optional Purchase Price as part of the Available Funds from the 200[ ]-[ ] SUBI Collection Account as follows: (i) to the Note Distribution Account, the Redemption Price and (ii) to the Certificate Distribution Account, the Repayment Price.

     (c) If the Notes are to be redeemed pursuant to this Section, the Administrative Agent or the Issuer shall provide at least [10] days’ prior notice (or such longer time period as required by the Depository Agreement) of the redemption of the Notes to the Indenture Trustee, the

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Owner Trustee and the [Cap Provider][Swap Counterparty], 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 Deposit Date preceding the applicable Redemption Date at such Holder’s address appearing in the Note Register. In addition, the Administrative Agent shall notify each Rating Agency upon the redemption of the Notes, pursuant to the Trust Administration Agreement.

     All notices of redemption shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

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

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

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

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

ARTICLE ELEVEN

MISCELLANEOUS

     SECTION 11.01 Compliance Certificates and Opinions.

     (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and each Rating Agency (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if 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

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is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

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

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

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

     (iii) Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien

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of this Indenture, the Issuer shall also furnish to the Indenture Trustee (if so requested by the Indenture Trustee or required by the TIA) an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within [90] days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person, the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

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

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

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

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

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

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

     SECTION 11.03 Acts of Noteholders.

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

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

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

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

     SECTION 11.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Issuer c/o the Owner Trustee, at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration with a copy to the Administrative Agent, at 990 West 190th Street, M-9-A Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Indenture Trustee, at [209 South LaSalle Street, Suite 300, Chicago, IL 60604

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(telecopier no. (312) 325-8905), Attention: Nissan Auto Lease Trust 200[ ]-[ ]]; (iii) if to Moody’s, to Moody’s Investors Services, Inc., 99 Church Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor’s, to Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York, 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring Group; 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 upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

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

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

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

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

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

     SECTION 11.07 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so 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

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deemed severable from the remaining covenants, agreements provisions or terms of this Indenture and shall in no way affect the validity or enforceability of the other provisions of this Indenture or of the Notes, the Interest Rate [Cap][Swap] Agreement or the Trust Certificates or the rights of the Holders thereof.

     SECTION 11.09 Benefits of Indenture. Nothing in this Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders (and, with respect to Sections 8.03 and 8.04, the Trust Certificateholders), any other party secured hereunder, and any other Person with an ownership interest in any part of the 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 Issuer accompanied by an Opinion of Counsel (who may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

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

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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 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 Trustee, the Titling Trust, the Depositor, the Issuer, 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 Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

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

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

Indenture

60

obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement.

     SECTION 11.19 Assignment of the Interest Rate [Cap][Swap] Agreement.

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

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

     (c) Upon the retirement of the Notes and the release of the Owner Trust Estate from the lien of this Indenture, this assignment and all rights herein assigned to the Indenture Trustee for the benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest of the Indenture Trustee and the Noteholders in, to and under the Interest Rate [Cap][Swap] Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion.

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

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

Indenture

61

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

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

     (ii) Prior to the occurrence of an Indenture Default the Issuer will deliver to the Indenture Trustee copies of all notices and communications delivered or required to be delivered to the Issuer pursuant to the Interest Rate [Cap][Swap] Agreement, but only if such notice or communication relates to any (1) default under, (2) early termination or (3) amendment of, the Interest Rate [Cap][Swap] Agreement.

     (iii) The Issuer will not enter into any agreement amending, modifying or terminating the Interest Rate [Cap][Swap] Agreement, without (1) obtaining prior written consent of the Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class or (2) satisfying the Rating Agency Condition, provided, that an Officer’s Certificate to this effect has been delivered to the Indenture Trustee with respect to such amendment, modification or termination, provided, further, (A) that neither the consent of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, nor satisfaction of the Rating Agency Condition shall be required for an amendment or modification to cure any ambiguity or to correct or supplement any provision with respect to matters or questions arising under the Interest Rate [Cap][Swap] Agreement which shall not be inconsistent with the provisions thereof or of this Indenture, in each case so long as such amendment or modification does not affect in any material respects the interests of any Noteholder (as evidenced by an Officers Certificate of the Depositor or Opinion of Counsel acceptable to the Indenture Trustee) and (B) neither the consent of Noteholders holding not less than a Majority Interest of the Notes, voting together as a single class, satisfaction of the Rating Agency Condition nor an Officer’s Certificate or Opinion of Counsel shall be required with respect to any amendment or modification that either only corrects a manifest error or is principally and manifestly for the benefit of the Noteholders.

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

[Signature Page to Follow]

Indenture

62

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

NISSAN AUTO LEASE TRUST 200[ ]-[ ]
By:	[Wilmington Trust Company],
	not in its individual capacity, but solely as
	Owner Trustee
By:
	Name:
	Title:
[U.S. BANK NATIONAL ASSOCIATION], as
Indenture Trustee
By:
	Name:
	Title:

     Receipt of this original counterpart of this Agreement is hereby acknowledged on this ___of [                    ].

NILT, INC., as Trustee
By:
	Name:
	Title:

Indenture

S-1

STATE OF DELAWARE

COUNTY OF NEW CASTLE

     BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said [WILMINGTON TRUST COMPANY], not in its individual capacity but as Owner Trustee of the NISSAN AUTO LEASE TRUST 200[ ]-[ ], a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___day of                     , 200[ ].

Notary Public in and for the State of DELAWARE

(Seal)

My commission expires:

Indenture

STATE OF ILLINOIS

COUNTY OF COOK

     BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said [U.S. BANK NATIONAL ASSOCIATION], not in its individual capacity but as Indenture Trustee of the NISSAN AUTO LEASE TRUST 200[ ]-[ ], a Delaware statutory trust, and that such person executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___day of                     , 200[ ].

Notary Public in and for the State of ILLINOIS

(Seal)

My commission expires:

Indenture

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in this Indenture, the Issuer 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 Issuer.

(2) The 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate to the extent the 200[ ]-[ ] 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 Issuer 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 Issuer 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 Issuer 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 Issuer 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.

Indenture

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

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

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

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

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

a. The Issuer 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 Issuer; or

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

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

a. The Issuer 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 Issuer 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 Issuer; or

c. The Issuer 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.

(11) With respect to Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security certificate that constitutes or evidences the Collateral have been delivered to the Indenture Trustee, and each such security certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee.

Indenture

Other than the transfer of the 200[ ]-[ ] SUBI and the 200[ ]-[ ] SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement, the transfer of the 200[ ]-[ ] SUBI and the 200[ ]-[ ] SUBI Certificate from the Depositor to the Issuer 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 Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Accounts or any subaccounts thereof. The Issuer has not authorized the filing of, or is aware of any financing statements against the Issuer 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.

(12) 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.

(13) Neither the Accounts nor any subaccounts thereof are in the name of any person other than the Issuer or the Indenture Trustee. The Issuer 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.

Indenture

EXHIBIT A

FORM OF CLASS A-1 NOTE

SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

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

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

     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUER 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 IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR 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 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101) OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE LAW.

A-1

NISSAN AUTO LEASE TRUST 200[ ]-[ ]
[   ]% ASSET BACKED NOTE, CLASS A-1

REGISTERED	$
No. R-___	CUSIP NO.

     Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                                          ($                    ) in monthly installments on the [15^th] day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on [          ], 200[ ] (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 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, 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, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent described below; provided, however, that the entire Class A-1 Note Balance shall be due and payable on the earlier of [          ], 200[ ] (the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

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

     Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Indenture

A-2

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below.

     Dated:                     , 200[ ]

NISSAN AUTO LEASE TRUST 200[ ]-[ ],
By:	[WILMINGTON TRUST COMPANY],
	as Owner Trustee
By:
	Name:
	Title:

Indenture

A-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:                     , 200[ ]	[U.S. BANK NATIONAL ASSOCIATION],
	as Indenture Trustee
	By:
		Name:
		Title:

Indenture

A-4

REVERSE OF NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “[ ]% Asset Backed Notes, Class A-1” (herein called the “Notes”) issued under an Indenture, dated as of [          ] (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [U.S. Bank National Association], as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-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 Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least [five] Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not

Indenture

A-5

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 Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within [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.

     As provided in the Indenture, the Servicer will be permitted at its option to purchase the 200[ ]-[ ] SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to [5]% of the Securitization Value. The purchase price (the “Optional Purchase Price”) for the 200[ ]-[ ] SUBI Certificate shall equal the Securitization Value of the 200[ ]-[ ] SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including, to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 200[ ]-[ ] SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 200[ ]-[ ] SUBI Certificate shall be delivered to the Servicer.

     As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Depositor 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 Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Indenture

A-6

     The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiaries 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 Trustee, the Titling Trust, the Depositor, the Issuer and any other Special Purpose Affiliate, any member of any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     Prior to the due presentment for registration of transfer of this Note, the Issuer, 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 Issuer, 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 Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

     The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

     This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.

Indenture

A-7

ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

     Dated:¹

     Signature Guaranteed:

¹ The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Indenture

FORM OF CLASS A-[2] [3] NOTE

SEE REVERSE FOR CERTAIN DEFINITIONS

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.

     THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.

     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUER 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 IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR 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 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101) OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE LAW.

Indenture

NISSAN AUTO LEASE TRUST 200[ ]-[ ]
                    % ASSET BACKED NOTE, CLASS A-[2] [3]

REGISTERED	$
No. R-___	CUSIP NO.

     Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                                          ($                    ) in monthly installments on the [15^th] day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on [          ], 200[ ] (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-[2] [3] Note Balance for the period from and including the [15^th] day of the previous calendar month (after giving effect to all payments of principal made on the preceding Payment Date) to but excluding the [15^th] day of the month of the current Payment Date, or as of the Closing Date in the case of the first Payment Date or if no interest has yet been paid during the period from and including the [15^th] day of the month of 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 [15^th] day of the month of the current Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent described below; provided, however, that the entire Class A-[2] [3] Note Balance shall be due and payable on the earlier of                      (the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

     The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

     Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Indenture

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below.

     Dated:                     , 200[ ]

NISSAN AUTO LEASE TRUST 200[ ]-[ ],
By:	[WILMINGTON TRUST COMPANY],
	as Owner Trustee
By:
	Name:
	Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:                     , 200[ ]	[U.S. BANK NATIONAL ASSOCIATION],
	as Indenture Trustee
	By:
		Name:
		Title:

Indenture

REVERSE OF NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “___% Asset Backed Notes, Class A-[2] [3]” (herein called the “Notes”) issued under an Indenture, dated as of [          ] (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [U.S. Bank National Association], as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-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 Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least [five] Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not

Indenture

noted hereon. If funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within [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.

     As provided in the Indenture, the Servicer will be permitted at its option to purchase the 200[ ]-[ ] SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to [5]% of the Securitization Value. The purchase price (the “Optional Purchase Price”) for the 200[ ]-[ ] SUBI Certificate shall equal the Securitization Value of the 200[ ]-[ ] SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including, to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 200[ ]-[ ] SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 200[ ]-[ ] SUBI Certificate shall be delivered to the Servicer.

     As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Depositor 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 Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Indenture

     The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiaries 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 Trustee, the Titling Trust, the Depositor, the Issuer and any other Special Purpose Affiliate, any member of any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     Prior to the due presentment for registration of transfer of this Note, the Issuer, 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 Issuer, 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 Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

     The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

     This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.

Indenture

ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

     Dated:¹

     Signature Guaranteed:

¹ The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Indenture

FORM OF CLASS A-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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.

     THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS DEBT FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.

     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUER 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 IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR 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 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101) OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE LAW.

Indenture

NISSAN AUTO LEASE TRUST 200[ ]-[ ]

FLOATING RATE ASSET BACKED NOTE, CLASS A-4

REGISTERED	$
No. R-___	CUSIP NO.

     Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust organized and existing under the laws of the State of Delaware (including any permitted successors and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                                          ($                    ) in monthly installments on the [15^th] day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on [          ] (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-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, 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, at the rate of one-month LIBOR/plus [ ]% (the “Interest Rate”), in each case as and to the extent described below; provided, however, that the entire Class A-4 Note Balance shall be due and payable on the earlier of [          ] (the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

     The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

     Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

Indenture

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by facsimile, by its Authorized Officer as of the date set forth below.

     Dated:                     , 200[ ]

NISSAN AUTO LEASE TRUST 200[ ]-[ ],
By:	[WILMINGTON TRUST COMPANY],
	as Owner Trustee
By:
	Name:
	Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Dated:                     , 200[ ]	[U.S. BANK NATIONAL ASSOCIATION],
	as Indenture Trustee
	By:
		Name:
		Title:

A-21

Indenture

REVERSE OF NOTE

     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “Floating Rate Asset Backed Notes, Class A-4” (herein called the “Notes”) issued under an Indenture, dated as of [          ] (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [U.S. Bank National Association], as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

     The Class A-1 Notes, the Class A-2 Notes, the Class A-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, Class A-3 Notes and 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 Deposit Date, except that with respect to Notes registered on the Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at least $1 million and has given the Indenture Trustee appropriate written instructions at least [five] Business Days prior to the related Deposit Date (which instructions, until revised, shall remain operative for all Payment Dates thereafter), payments will be made by wire transfer in immediately available funds to the account designated by such nominee or Person. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Deposit Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not

Indenture

noted hereon. If funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date preceding such Payment Date or Redemption Date by notice mailed within [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.

     As provided in the Indenture, the Servicer will be permitted at its option to purchase the 200[ ]-[ ] SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Securities Balance is less than or equal to [5]% of the Securitization Value. The purchase price (the “Optional Purchase Price”) for the 200[ ]-[ ] SUBI Certificate shall equal the Securitization Value of the 200[ ]-[ ] SUBI Assets plus the appraised value of any other property (other than cash, in which case such value shall be amount of such funds held in cash) held as part the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including to the extent allowed by law, interest on overdue interest, if applicable), to but not including the Redemption Date, which amount, with such additional amounts constituting in the aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 200[ ]-[ ] SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the 200[ ]-[ ] SUBI Certificate shall be delivered to the Servicer.

     As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the Depositor 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 Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Indenture

     The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiaries 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 Trustee, the Titling Trust, the Depositor, the Issuer and any other Special Purpose Affiliate, any member of any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     Prior to the due presentment for registration of transfer of this Note, the Issuer, 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 Issuer, 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 Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing not less than a Majority Interest of the Notes. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

     The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

     This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.

Indenture

ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

     Dated:¹

     Signature Guaranteed:

¹ The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Indenture

EXHIBIT B

FORM OF DEPOSITORY AGREEMENT

Indenture

B-1

EX-4.2

EXHIBIT 4.2
FORM OF AGREEMENT OF DEFINITIONS

AGREEMENT OF DEFINITIONS

by and among

NISSAN MOTOR ACCEPTANCE CORPORATION

NISSAN AUTO LEASING LLC II

NISSAN AUTO LEASE TRUST 200[  ]-[  ]

NISSAN-INFINITI LT

NILT TRUST

NILT, INC.

[WILMINGTON TRUST COMPANY]

[U.S. BANK NATIONAL ASSOCIATION]

Dated as of [               ]

FORM OF AGREEMENT OF DEFINITIONS

     This Agreement of Definitions (as amended, supplemented or otherwise modified, this “Agreement of Definitions”), dated as of [          ], is by and among Nissan Auto Lease Trust 200[     ]-[     ], as issuer (the “Issuer”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as Administrative Agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), [Wilmington Trust Company], a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank National Association], a national banking association (“[U.S. Bank]”), as trust agent and indenture trustee (in such capacity, the “Trust Agent” and the “Indenture Trustee,” respectively).

RECITALS

     A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among the Grantor, the Servicer, the Trustee, the Owner Trustee, and the Trust Agent, the Titling Trust was formed to take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

     B. The UTI Beneficiary, the Servicer, and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the “Basic Servicing Agreement”), by and among the UTI Beneficiary, the Servicer, and the Issuer, which provides for, among other things, the servicing of the Trust Assets by the Servicer;

     C. Pursuant to the Titling Trust Agreement, from time to time the Trustee, on behalf of the Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the books and records of the Titling Trust certain Trust Assets and create and issue one or more special units of beneficial interest (each, a “SUBI”), the beneficiaries of which generally will be entitled to the net cash flows arising from such Trust Assets;

     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by the 200[     ]-[     ] SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “200[     ]-[     ] SUBI”);

     E. The parties hereto desire to identify and allocate to the 200[     ]-[     ] SUBI a separate portfolio of Trust Assets consisting of leases (the “200[     ]-[     ] Leases”) and certain other related Trust Assets and the vehicles that are leased under the 200[     ]-[     ] Leases (the “200[     ]-[     ] Vehicles”);

     F. The parties hereto also desire that the Titling Trust issue to NILT Trust a certificate evidencing a 100% beneficial interest in the 200[     ]-[     ] SUBI (the “200[     ]-[     ] SUBI Certificate”);

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     G. NILT Trust will sell, transfer and assign the 200[     ]-[     ] SUBI Certificate and the 200[     ] - -[     ] SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate Transfer Agreement, dated as of [               ] (the “SUBI Certificate Transfer Agreement”). NALL II will further transfer the 200[     ]-[     ] SUBI Certificate and the 200[     ]-[      ] SUBI Assets evidenced thereby to the Issuer pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of [               ] (the “Trust SUBI Certificate Transfer Agreement”).

     H. Pursuant to the Indenture, dated as of [               ] (the “Indenture”), by and between the Issuer and the Indenture Trustee, the Issuer will (i) issue $[               ] aggregate principal amount of [     ]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[               ] aggregate principal amount of [               ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[      ] aggregate principal amount of [               ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $[               ] aggregate principal amount of [               ]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”); and (ii) pledge the 200[      ]-[     ] SUBI Certificate and the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes;

     J. The parties hereto have agreed to enter into this Agreement of Definitions in an effort to establish and agree upon a single set of definitions for any capitalized term used and not otherwise defined in any documents executed in connection with the 200[     ]-[     ] SUBI if such document references this Agreement of Definitions.

     NOW, THEREFORE, in consideration of the parties’ mutual agreement to rely upon the definitions contained herein in the interpretation of certain of the Basic Documents (as defined herein), the parties hereto agree as follows:

          Section 1.01 Definitions. In the event of any conflict or inconsistency between a definition set forth both herein and in any of the Basic Documents, the definitions set forth in each such Basic Document shall prevail with respect to such Basic Document. For all purposes of this Agreement of Definitions, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement of Definitions include, as appropriate, all genders and the plural as well as the singular, (ii) the term “include” and all variations thereof mean “include without limitation,” (iii) the term “or” means “and/or,” (iv) the term “proceeds” has the meaning ascribed to such term in the UCC, (v) any reference herein to an agreement includes any amendment, supplement or restatement thereof, (vi) any reference herein to any person includes, as applicable, any successors and permitted assigns of that person, and (vii) any reference herein to any statute means that statute, as it has been amended, and including all rules and regulations promulgated thereunder.

     Whenever any agreement relates to the Basic Documents or to the transactions contemplated by the Basic Documents, subject to the preceding paragraph, the capitalized terms used without definition in such agreement shall have the following meanings:

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     “Accountant” means a firm of public accountants of nationally recognized standing.

     “Accounts” means the Note Distribution Account and the Reserve Account.

     “Accrual Period” means (i) with respect to any Payment Date and the Class A-1 Notes and the Class A-4 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 such Payment Date and (ii) with respect to any Payment Date and the Class A-2 Notes and the Class A-3 Notes, the period from and including the 15th day of the preceding calendar month to but excluding the 15th day of the month of such Payment Date, or with respect to the first Payment Date, from and including the Closing Date to, but excluding, the first Payment Date.

     “Act” has the meaning set forth in Section 11.03(a) of the Indenture.

     “Administrative Agent” means NMAC, as Administrative Agent under the Trust Administration Agreement.

     “Administrative Charge” means, with respect to any Lease, any payment (whether or not part of the fixed monthly payment) payable to the related Lessor representing a late payment fee, an Extension Fee, an allocation to the related Lessee of insurance premiums, sales, personal property or excise taxes or any other similar charge.

     “Administrative Lien” means a first lien upon any Certificate of Title deemed necessary and useful by the Servicer or by the UIT Beneficiary and the Servicer solely to provide for delivery of title documentation to the Titling Trustee or its designee.

     “Advance” means a Sales Proceeds Advance or a Monthly Payment Advance, as the context may require.

     “Affiliate” of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan) or (ii) is an officer, director, member or partner of such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if such Person possesses, directly or indirectly, the power (i) to vote 5% or more of the securities (on a fully diluted basis, having ordinary voting power for the election of directors, members or managing partners of such Person) or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

     “Aggregate Certificate Balance” means, as of any date, the aggregate principal amount of the Trust Certificates as of such date.

     “Agreement of Definitions” means this Agreement of Definitions.

     “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 [               ] 200[     ] as a “mark-to-market” value

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(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.

     “Assignee-Secured Party” means [U.S. Bank], acting in such capacity under the Control Agreement.

     “Auction Proceeds” means, with respect to a Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any vehicle which is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds.

     “Authenticating Agent” means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes or any Person authorized by the Owner Trustee to act on behalf of the Owner Trustee to authenticate and deliver the Trust Certificates, as the context may require.

     “Authorized Newspaper” means a newspaper of general circulation in The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays, and holidays.

     “Authorized Officer” means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date and (ii) so long as the Trust Administration Agreement is in effect, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Administrative Agent, and (b) with respect to the Servicer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Servicer.

     “Automotive Lease Guide” means the publication of such name, which includes residual factors, or any successor publication.

     “Available Funds” means, for any Payment Date and the related Collection Period, the sum of the following amounts: (i) SUBI Collections, (ii) Advances, (iii) in the case of an Optional Purchase, the Optional Purchase Price and (iv) Cap Payments and Cap Termination Payments made by the Cap Provider to the Issuer.

     “Available Funds Shortfall Amount” means, for any Payment Date and the related Collection Period, the amount, if any, by which Available Funds are less than the sum of (a) the Servicer Monthly Payment and (b) the amount necessary to make the distributions in clauses (i) and (ii) of Section 8.04(a) of the Indenture, except that the Optimal Principal Distributable Amount rather than the Monthly Principal Distributable Amount shall be used for purposes of clause (ii).

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     “Available Principal Distribution Amount” means, for any Payment Date and the related Collection Period, an amount equal to the sum of the amount of (i) Available Funds remaining after the Servicer has been paid the Payment Date Advance Reimbursement and the Servicing Fee (together with any unpaid Servicing Fees in respect of one or more prior Collection Periods) and accrued interest has been paid on the Notes and (ii) the Reserve Account Draw Amount remaining after accrued interest has been paid on the Notes.

     “Back-Up Event” means that a court of competent jurisdiction has made a determination or ruling that has the effect of allowing realization on the security intended to be provided to the Indenture Trustee by the Transfer Documents only if such transactions are deemed to constitute a loan by any or all of the Securityholders, secured directly by a pledge of the 200[     ]-[     ] SUBI Assets or any interest therein (rather than by the 200[     ]-[     ] SUBI Certificate and the beneficial interest in the 200[     ]-[     ] SUBI Assets represented thereby).

     “Back-up Security Agreement” means the security agreement, dated as of [ ], among NMAC, the Titling Trust, NILT Trust, the Depositor, the Issuer, and the Indenture Trustee.

     “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 Underwriting Agreement, the Back-up Security Agreement, the 200[     ]-[     ] SUBI Certificate, the Interest Rate Cap Agreement, and the Securities.

     “Basic Servicing Agreement” means the servicing agreement, dated as of March 1, 1999, among the Titling Trust, NILT Trust, the UTI Beneficiary, and NMAC, as servicer.

     “Beneficiaries” means, collectively, the Related Beneficiaries of all Sub-Trusts, and “Beneficiary” means any of such Beneficiaries.

     “Benefit Plan” means (i) an employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) an entity whose underlying assets include “plan assets” (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101 or otherwise) (including, for purposes of this clause, any insurance company general account) 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.

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     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, California, Illinois or New York are authorized or obligated by law, executive order, or government decree to be closed.

     “Calculation Agent” means [U.S. Bank], acting in such capacity under the Indenture.

     “Calculation Date” means, with respect to any Collection Period, the 15th calendar day of the immediately succeeding Collection Period, or if such day is not a Business Day, the Business Day immediately preceding such calendar day.

     “Cap Event of Default” means any of the following events: (i) the failure of the Cap Provider to pay any amount when due under the Interest Rate Cap Agreement (after giving effect to any applicable grace period); (ii) the occurrence of certain events of insolvency or bankruptcy of the Cap Provider as specified in the Interest Rate Cap Agreement; and (iii) the other events identified as “events of default” in the Interest Rate Cap Agreement.

     “Cap Payments” means on any Payment Date the amount, if any, then payable by the Cap Provider to the Issuer, excluding any Cap Termination Payments.

     “Cap Provider” means [                    ], as Cap Provider under the Interest Rate Cap Agreement, or any successor or replacement Cap Provider from time to time under the Interest Rate Cap Agreement.

     “Cap Termination Event” means any Termination Event specified in the Interest Rate Cap Agreement.

     “Cap Termination Payment” means any termination payment payable by the Cap Provider to the Issuer under the Interest Rate Cap Agreement.

     “Casualty Termination” as of any date means any Lease that has been terminated prior to its Maturity Date if the related Leased Vehicle has been lost, stolen or damaged beyond economic repair.

     “Certificate Balance” means, as of any date, the aggregate principal amount of the Trust Certificates as of such date.

     “Certificate Distribution Account” means the account established pursuant to Section 5.01(a) to the Trust Agreement.

     “Certificate Distribution Amount” means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date.

     “Certificate Factor” means, with respect to the Trust Certificates on any Payment Date, the seven digit decimal equivalent of a fraction, the numerator of which is the Certificate Balance on such Payment Date (after giving effect to any payment of principal on such Payment Date), and the denominator of which is the Certificate Balance on the Closing Date.

     “Certificate of Title” has the meaning set forth in the Titling Trust Agreement.

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     “Certificate of Trust” means the Certificate of Trust filed for the Issuer pursuant to Section 3810(a) of the Statutory Trust Statute.

     “Certificate Register” and “Certificate Registrar” mean the register mentioned in and the registrar appointed pursuant to Section 3.04 of the Trust Agreement.

     “Claims” means all liabilities, claims and expenses (including reasonable legal and other professional fees and expenses).

     “Class” means a group of Notes the form of which is identical except for variation in denomination, principal amount or owner, and references to “each Class” means each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes.

     “Class A-1 Interest Rate” means [               ]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).

     “Class A-1 Note Balance” means, as of any date, the Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes.

     “Class A-1 Noteholder” means, as of any date, the Person in whose name a Class A-1 Note is registered on the Note Register on such date.

     “Class A-1 Notes” has the meaning set forth in the preamble to the Indenture.

     “Class A-2 Interest Rate” means [               ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

     “Class A-2 Note Balance” means, as of any date, the Initial Class A-2 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2 Notes.

     “Class A-2 Noteholder” means, as of any date, the Person in whose name a Class A-2 Note is registered on the Note Register on such date.

     “Class A-2 Notes” has the meaning set forth in the preamble to the Indenture.

     “Class A-3 Interest Rate” means [               ]% 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 the preamble to the Indenture.

     “Class A-4 Interest Rate” means LIBOR plus [               ]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360-day year).

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     “Class A-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” means has the meaning set forth in the preamble to the Indenture.

     “Class Balance” means, as of any date, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-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 [                ].

     “Code” means the Internal Revenue Code of 1986.

     “Collateral” has the meaning set forth in Section 2.01(a) of the Back-up Security Agreement and in the Granting Clause of the Indenture, as the context may require.

     “Collection Account” means, with respect to any Sub-Trust, the account created, designated and maintained as such pursuant to Section 4.02 of the Titling Trust Agreement.

     “Collection Period” has the meaning set forth in the Servicing Agreement.

     “Commission” means the Securities and Exchange Commission.

     “Contingent and Excess Liability Insurance Policy” has the meaning set forth in the Basic Servicing Agreement.

     “Contract Residual” means, with respect to any Lease, the expected value of the related Leased Vehicle at the Maturity Date as established or assigned by the Servicer at the time of origination of such Lease in accordance with its customary practices for the purpose of determining the Monthly Payment.

     “Control Agreement” means the control agreement, dated as of [      ], among the Issuer, the Indenture Trustee, as Indenture Trustee and as Secured Party, and [U.S. Bank], as Securities Intermediary.

     “Co-Trustee” has the meaning set forth in the Basic Servicing Agreement.

     “Credit and Collection Policy” has the meaning set forth in the Basic Servicing Agreement.

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     “Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Indenture is located at [209 South LaSalle Street, Suite 300, Chicago, Illinois 60604]; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee shall notify the Noteholders and the Issuer).

     “Customary Servicing Practices” means the customary practices of the Servicer with respect to Leased Vehicles and Leases held by the Origination Trust, without regard to whether such Leased Vehicles and Leases have been identified and allocated into a portfolio of Trust Assets allocated to the 200[     ]-[     ] SUBI or any Other SUBI, as such practices may be changed from time to time.

     “Cutoff Date” means the close of business on [               ].

     “Dealer” has the meaning set forth in the Titling Trust Agreement.

     “Default” means any occurrence that is, or with notice or lapse of time or both would become, an Indenture Default.

     “Defaulted Lease” means any Lease that (a) by its terms, is delinquent more than 120 days, (b) by its terms is delinquent less than 120 days and the Servicer has (i) determined, in accordance with the Credit and Collection Policy, that eventual payment in full is unlikely or (ii) repossessed the related Leased Vehicle (including, but not limited to, as a result of the Lessee’s failure to maintain insurance coverage required by the Lease, the failure of the Lessee to timely or properly perform any obligation under the Lease, or any other act by the Lessee constituting a default under applicable law), or (c) received notification that the related Lessee is subject to bankruptcy proceedings under Chapter 13 under the Bankruptcy Code.

     “Defaulted Vehicle” means the Leased Vehicle related to a Defaulted Lease.

     “Definitive Note” means a definitive fully registered Note.

     “Delaware Trustee” has the meaning set forth in the preamble to this Agreement of Definitions.

     “Deposit Date” means, with respect to a Payment Date or Redemption Date, the close of business on the day immediately preceding such Payment Date or Redemption Date, as the case may be.

     “Depositor” means NALL II.

     “Depositor’s Formation Documents” means the Certificate of Formation of Nissan Auto Leasing LLC II, dated as of [               ], 20[     ], and the Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of [               ], 20[     ].

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     “Depository Agreement” means the agreement among the Issuer, the Indenture Trustee and DTC, as the initial Clearing Agency, dated as of the Closing Date, substantially in the form of Exhibit B to the Indenture.

     “Designated LIBOR Page” means the display on Bridge Telerate, Inc. or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates on major banks for U.S. dollars.

     “Disposition Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

     “Distribution Account” means either the Note Distribution Account or the Certificate Distribution Account, as the context may require.

     “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 200[     ]-[     ] Lease that is terminated prior to its Maturity Date, an amount equal to the lesser of (i) the difference, if any, between (a) the sum of (1) the present value of all remaining Monthly Payments and (2) the Contract Residual of the related 200[     ]-[     ] Vehicle and (b) a wholesale value assigned to such 200[     ]-[     ] Vehicle by the Servicer in accordance with accepted practices in the automobile industry (or by written agreement between the Servicer, on behalf of the Titling Trust, and the Lessee) and (ii) the remaining Monthly Payments.

     “Early Termination Purchase Option Price” means, with respect to any 200[     ]-[     ] Lease that is terminated prior to its Maturity Date, the amount paid by the related Lessee or a Dealer to purchase the related 200[     ]-[     ] Vehicle.

     “Eligible Account” means an account maintained with a depository institution or trust company (i) (a) the short-term unsecured debt obligations of which have the Required Deposit Rating or (b) having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and (ii) which is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company.

     “Entitlement Holder” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

     “Entitlement Order” means a notification directing the Securities Intermediary to transfer or redeem a financial asset.

     “ERISA” means the Employee Retirement Income Security Act of 1974.

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     “Excess Amounts” means, as of any Payment Date, the amount remaining in the 200[     ]-[     ] 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 200[     ]-[     ] Lease or 200[     ]-[     ] 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.

     “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.

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     “Indenture” means the indenture, dated as of [               ] between the Trust and [U.S. Bank], as Indenture Trustee.

     “Indenture Default” has the meaning set forth in Section 5.01 of the Indenture.

     “Indenture Trustee” means [U.S. Bank], as Indenture Trustee under the Indenture.

     “Independent” means, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Administrative Agent and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Administrative Agent or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director, or Person performing similar functions.

     “Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01(b) 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 the time of such appointment or at any time in the preceding five years: (i) a director, officer, or employee of any Affiliate of the Depositor (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor); (ii) a person related to any officer or director of any Affiliate of the Depositor (other than any limited purpose or special purpose corporation or limited liability company similar to the Depositor); (iii) a direct or indirect holder of 5% or more of the 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, employee, officer, director, family member, manager or contractor of the Depositor or any of its Affiliates; or (vi) a person who controls the Depositor or its Affiliates or any material creditor, material supplier, employee, officer, director, manager, or material contractor of the Depositor or any of its Affiliates.

     “Initial Class A-1 Note Balance” means $[               ].

     “Initial Class A-2 Note Balance” means $[               ].

     “Initial Class A-3 Note Balance” means $[               ].

     “Initial Class A-4 Note Balance” means $[               ].

     “Initial Class Balance” means the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance, as applicable.

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     “Initial Deposit Amount” means the Issuer’s deposit to the Reserve Account, on or before the Closing Date, of $[               ].

     “Initial Note Balance” means the sum of the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance and the Initial Class A-4 Note Balance.

     “Initial Secured Party” has the meaning set forth in the preamble to the Control Agreement.

     “Initial Securities Balance” means the initial principal amount of the Notes and the Trust Certificates.

     “Initial Trust Certificate Balance” means $[               ].

     “Insurance Expenses” with respect to any 200[     ]-[     ] Vehicle, 200[     ]-[     ] Lease or Lessee, means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the customary servicing procedures of the Servicer or (iii) representing other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under the SUBI Trust Agreement.

     “Insurance Policy” means any insurance policy (including any self-insurance), including any residual value insurance policy, guaranteed automobile protection policy, comprehensive, collision, public liability, physical damage, personal liability, contingent and excess liability, accident, health, credit, life, or unemployment insurance or any other form of insurance or self-insurance, to the extent such insurance policy relates to the 200[     ]-[     ] Vehicles or the ability of a Lessee to make required payments with respect to the related 200[     ]-[     ] Lease.

     “Insurance Proceeds” means, with respect to any 200[     ]-[     ] Vehicle, 200[     ]-[     ] Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or the Trustee on behalf of the Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance and amounts collected from a Lessee for amounts of deductibles not covered by Insurance Policies).

     “Interest” means, as of any date, the ownership interest of a Trust Certificateholder (including the interest of the Depositor as holder of the Trust Certificate) in the Issuer as of such date, including the right of such Trust Certificateholder to any and all benefits to which such Trust Certificateholder may be entitled as provided in 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, the day that is two London Business Days prior to the related Interest Reset Date.

     “Interest Period” means the Accrual Period with respect to the Class A-4 Notes.

     “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.

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     “Interest Rate [Cap] [Swap] Agreement” means 1992 International Swaps and Derivatives Association, Inc. Master Agreement (Multi Currency-Cross Border) dated as of [ ] (the “1992 ISDA Master Agreement”), including all schedules and confirmations thereto, between the Issuer and the Cap Provider.

     “Interest Reset Date” means, with respect to any Interest Period, the first day of such Interest Period; provided that if any Interest Reset Date would otherwise be a day that is not a Business Day, that Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that if that Business Day falls in the next succeeding calendar month, such Interest Reset Date will be the immediately preceding Business Day.

     “Investment Company Act” means the Investment Company Act of 1940.

     “Issuer” means Nissan Auto Lease Trust 200[     ]-[     ], until a successor replaces it and, thereafter, means the successor and for purposes of any provision contained herein, each other obligor on the Notes.

     “Issuer Order” or “Issuer Request” means a written order or request of the Issuer signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

     “Lease” means any lease contract for a Leased Vehicle assigned.

     “Lease Documents” has the meaning set forth in the Basic Servicing Agreement; provided that such definition shall refer only to lease documents related to Leases allocated to the 200[     ]-[     ] Lease SUBI.

     “Leased Vehicle” means a new or used Nissan or Infiniti automobile, sport utility vehicle, minivan or light-duty truck, together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a Lessee pursuant to a Lease.

     “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 200[     ]-[     ] SUBI.

     “Lessee Partial Monthly Payment” means, in connection with the payment by a Lessee of less than 100% of the Monthly Payment due with respect to a 200[      ]-[      ] Lease, the actual amount paid by the Lessee toward such Monthly Payment.

     “Lessee Initiated Early Termination” as of any date means any Lease that has been terminated by the related Lessee before the related Maturity Date, provided that the lessee is not in default.

     “Lessor” means each Person that is a lessee under a Lease or assignee thereof, including the Issuer.

     “Liability” means any liability or expense, including any indemnification obligation.

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     “LIBOR” means, for any Interest Period, the rate for deposits in U.S. dollars for a one-month period that appears on the Designated LIBOR Page, on the related Interest Determination Date; provided that, the following procedures will be followed if LIBOR cannot be determined as described above:

          (a) With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations.

          (b) If fewer than two quotations referred to in clause (a) above are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time.

          (c) If the banks so selected by the Calculation Agent are not quoting as mentioned in clause (b) above, LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the applicable Interest Determination Date.

     “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 200[      ]-[      ] Lease that is terminated and charged off by the Servicer prior to its Maturity Date following a default thereunder.

     “Liquidated Vehicle” means the 200[      ]-[      ] 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

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has reached its Maturity Date, expenses incurred in connection with making claims under any related Insurance Policy and expenses incurred in connection with making claims for any Liquidation Expenses.

     “Liquidation Proceeds” means all amounts received by the Servicer with respect to a Liquidated Lease and the related Liquidated Vehicle in connection with the attempted realization of the full amount due or to become due under the 200[      ]-[      ] Lease, including Net Auction Proceeds related to such Liquidated Vehicle, but excluding Insurance Proceeds.

     “London Business Day” means any day on which dealings with U.S. dollars are transacted in the London interbank market.

     “Majority Interest” means Notes, Trust Certificates or Securities, as the case may be, evidencing a majority of the Outstanding Amount of the related Notes, Trust Certificates or Securities, except that, except as otherwise provided in the Basic Documents, Securities owned by the Issuer, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates will not be included in such determination for the purpose of making requests, demands, authorizations, directions, notices, consents or other action under the Basic Documents.

     “Material Adverse Effect” means, with respect to any Person, a material adverse effect on (i) the financial condition or operations of such Person and its Affiliates, taken as one enterprise, (ii) the ability of such Person to perform its material obligations under any of the Basic Documents to which such Person is a party, (iii) the legality, validity or enforceability of any material provision of the Basic Documents to which such Person is a party, (iv) the 200[      ]-[      ] SUBI Certificate’s beneficial interest in all or any significant portion of the 200[      ]-[      ] SUBI Assets or the Indenture Trustee’s security interest in the 200[      ]-[      ] SUBI Certificate and all or any significant portion of the 200[      ]-[       ] SUBI Assets, or (v) the collectibility or the credit worthiness of all or any significant portion of the 200[       ]-[      ] Leases and the 200[      ]-[      ] 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 200[      ]-[      ] Vehicles with respect to which the related 200[

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]-[      ] Lease was terminated and which were sold in such Collection Period on or after the termination of the related 200[       ]-[       ] 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 200[       ]-[      ] Lease and any Collection Period, an amount equal to the difference between the Monthly Payment due and the Lessee Partial Monthly Payment.

     “Monthly Payment” means, with respect to any Lease, the amount of each fixed monthly payment payable to the Lessor in accordance with the terms thereof, net of any portion of such fixed monthly payment that represents an Administrative Charge.

     “Monthly Principal Distributable Amount” means, for any Payment Date and the related Collection Period, an amount equal to the lesser of (i) the Principal Distribution Amount and (ii) the Available Principal Distribution Amount.

     “Monthly Remittance Condition” has the meaning set forth in Section 8.03(b) of the 200[       ]-[       ] 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 200[      ]-[      ] Vehicle for its Contract Residual following a termination of the related 200[      ]-[      ] Lease at its Maturity Date and (ii) Net Auction Proceeds received by the Servicer in such Collection Period for 200[      ]-[      ] Vehicles which matured and were sold in such Collection Period on or after the termination of the related 200[      ]-[      ] Leases at their respective Maturity Dates, reduced by amounts required to be remitted to the related Lessees under applicable law.

     “Moody’s” means Moody’s Investors Service, Inc.

     “MRM Residual” means, with respect to any Lease, the expected value of the related Leased Vehicle at the related Maturity Date calculated by using a residual value estimate produced by Automotive Lease Guide in [                ] as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the “Maximum Residualizable MSRP,” which consists of the MSRP of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.

     “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.

     “Net Insurance Proceeds” means Insurance Proceeds net of related Insurance Expenses.

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     “Net Liquidation Proceeds” means the Liquidation Proceeds net of related Liquidation Expenses.

     “NILT, Inc.” means NILT, Inc., a Delaware corporation.

     “NILT Trust” means NILT Trust, a Delaware statutory trust.

     “NMAC” means Nissan Motor Acceptance Corporation, a California corporation.

     “Note” means either a Class A-1 Note, a Class A-2 Note, a Class A-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 Issuer pursuant to Section 8.02(b) of the Indenture, into which amounts released from the 200[     ]-[     ] SUBI Collection Account and the Reserve Account for distribution to Noteholders shall be deposited and from which all distributions to Noteholders shall be made.

     “Note Distribution Amount” means, as of any Payment Date, the amount being distributed to the Noteholders on such Payment Date.

     “Note Factor” means, with respect to any Class on any Payment Date, the seven digit decimal equivalent of a fraction the numerator of which is the Class Balance for such Class on such Payment Date (after giving effect to any payment of principal on such Payment Date) and the denominator of which is the related Initial Class Balance.

     “Note Final Scheduled Payment Date” means, with respect to (i) a Class A-1 Note, [     ], 20[     ], (ii) a Class A-2 Note, [ ], 20[ ], (iii) a Class A-3 Note, [               ], 20[     ], and (iv) a Class A-4 Note, [               ], 20[     ].

     “Noteholder” means, as of any date, the Person in whose name a Class A-1 Note, Class A-2 Note, Class A-3 or a Class A-4 Note is registered on the Note Register on such date, as the context may require.

     “Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

     “Note Register” and “Note Registrar” have the respective meanings set forth in Section 2.04 of the Indenture.

     “Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

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     “Officer’s Certificate” means (a) with respect to the Issuer, a certificate signed by an Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, and delivered to, the Indenture Trustee, and (b) with respect to the Servicer, a certificate signed by an Authorized Officer or the Servicer, under the circumstances described in, and otherwise complying with, the applicable requirements of Sections 8.09 and 8.11 of the 200[     ]-[     ] SUBI Servicing Supplement.

     “Opinion of Counsel” in relation to the Trust Agreement, means one or more written opinions of counsel who may, except as otherwise expressly provided in the Trust Agreement, be employees of or counsel to the 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 Issuer or the Administrative Agent, and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee, comply with any applicable requirements of Section 11.01 of the Indenture, and be in form and substance satisfactory to the Indenture Trustee.

     “Optimal Principal Distributable Amount” means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following amounts:

     (i) for each 200[     ]-[     ] Vehicle for which the related 200[     ]-[     ] Lease did not terminate during such Collection Period, the difference between the Securitization Value of such 200[     ]-[     ] Lease at the beginning and at the end of such Collection Period;

     (ii) for each 200[     ]-[     ] Vehicle for which the related 200[     ]-[     ] Lease reached its Maturity Date during such Collection Period, the Securitization Value of such 200[     ]-[     ] Lease as of such Maturity Date;

     (iii) for each 200[     ]-[     ] Vehicle purchased by the Servicer before its Maturity Date, the Repurchase Payment with respect to the related 200[     ]-[     ] Lease; and

     (iv) for each 200[     ]-[     ] 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 200[     ]-[     ] Lease as of the effective date of termination of such 200[     ]-[     ] Lease.

     “Optional Purchase” has the meaning set forth in Section 9.03(a) of the Trust Agreement.

     “Optional Purchase Price” has the meaning set forth in Section 9.03(a) of the Trust Agreement.

     “Origination Trust” means Nissan-Infiniti LT, a Delaware statutory trust.

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     “Origination Trust Agreement” means the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, NMAC, as servicer, [Wilmington Trust Company], as Delaware trustee, NILT, Inc., as trustee, and [U.S. Bank National Association], as Trust Agent.

     “Origination Trustee” means NILT, Inc., in its capacity as trustee of the Origination Trust.

     “Other SUBI” means any SUBI other than a 200[ ]-[ ] SUBI.

     “Outstanding” means, as of any date, all Notes (or all Notes of an applicable Class), all Trust Certificates or all Securities, as the case may be, theretofore authenticated and delivered under the Indenture and/or the Trust Agreement, as applicable, except:

     (i) Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation or Trust Certificates theretofore cancelled by the Certificate Registrar or delivered to the Certificate Registrar for cancellation;

     (ii) Notes (or Notes of an applicable Class) or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be redeemed pursuant to an Optional Purchase, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made) or Trust Certificates or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee, the Owner Trustee or any Paying Agent in trust for the related Trust Certificateholders (provided, however, that if the principal with respect to such Trust Certificates will be paid pursuant to an Optional Purchase, notice of such payment has been duly given pursuant to the Trust Agreement or provision therefor, satisfactory to the Owner Trustee); and

     (iii) Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser or Trust Certificates in exchange for or in lieu of other Trust Certificates that have been authenticated and delivered pursuant to the Trust Agreement unless proof satisfactory to the Owner Trustee is presented that any such Trust Certificates that such Trust Certificates are held by a bona fide purchaser, to the extent that the Trust Certificates are transferable;

provided, that, unless otherwise specified in the Indenture, with respect to the Notes, or the Trust Agreement, with respect to the Trust Certificates, or in another Basic Document, in determining whether Noteholders or Trust Certificateholders holding the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or

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under any Basic Document, Notes or Trust Certificates owned by the Issuer, 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 Issuer, 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 Issuer, 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, 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 Company], [Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890]; or at such other address as the Owner Trustee may designate from time to time by notice to the Trust Certificateholders and the Indenture Trustee, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee shall notify the Trust Certificateholders and the Indenture Trustee).

     “Owner Trust Estate” means the property of the Issuer, including (i) the 200[     ]-[     ] SUBI Certificate, evidencing a 100% beneficial interest in the 200[     ]-[     ] SUBI Assets, including the right to payments thereunder after the Cutoff Date from certain amounts in respect of the 200[     ]-[     ] Leases and received from the sale or other disposition of the 200[ ]-[ ] Leased Vehicles on deposit in the 200[     ]-[     ] SUBI Collection Account and investment earnings, net of losses and investment expenses, on amounts on deposit in the 200[     ]-[     ] SUBI Collection Account; (ii) the Reserve Account and any amounts deposited therein; (iii) the proceeds of the Interest Rate [Cap] [Swap] Agreement and the rights of the Issuer under the Interest Rate [Cap] [Swap] Agreement; (iv) the rights of the Issuer under the Back-up Security Agreement; (v) the rights of the Issuer to the funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash, investment property and other property from time to time deposited therein or credited thereto and all proceeds thereof; (vi) the rights of the Depositor, as transferee, under the SUBI Certificate Transfer Agreement; (vii) the rights of the Issuer, as transferee, under the Trust SUBI Certificate Transfer Agreement; (viii) the rights of the Issuer as a third-party beneficiary of the Servicing Agreement, to the extent relating to the 200[     ]-[     ] SUBI Assets, including rights to certain Advances, and the SUBI Trust Agreement; and (ix) all proceeds, accounts, money, general intangibles, instruments, chattel

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paper, goods, investment property, securities, deposit accounts and other property consisting of, arising from or relating to the foregoing.

     “Owner Trustee” means [Wilmington Trust Company], a Delaware banking corporation, as trustee of the Issuer under the Trust Agreement.

     “Paying Agent” means, (i) under the Indenture, [U.S. Bank], as Indenture Trustee, or any other Person that meets the eligibility standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Note Distribution Account, including the payment of principal of or interest on the Notes on behalf of the Issuer, and (ii) under the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust Agreement and shall initially be the [U.S. Bank].

     “Payment Ahead” means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a 200[     ]-[     ] Lease in excess of the Monthly Payment due with respect to such 200[     ]-[     ] Lease, which amount the Lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods.

     “Payment Date” means the [     ] day of each month, or if such day is not a Business Day, then the next succeeding Business Day, beginning on , [               ], 20[     ].

     “Payment Date Advance Reimbursement” has the meaning set forth in Section 8.03(a)(iv)(A) of the 200[     ]-[     ] 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 200[     ]-[     ] Vehicle.

     “Permitted Investments” has the meaning set forth in the Titling Trust Agreement.

     “Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government, or any agency or political subdivision thereof.

     “Pledgors” means NMAC, the Titling Trust, NILT Trust, the Depositor, and the Issuer.

     “Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 of the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

     “Principal Carryover Shortfall” means, as of the close of any Payment Date, the excess, if any, of the Principal Distribution Amount over the Monthly Principal Distributable Amount.

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     “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 [               ], 20[     ], relating to the offering of the Notes.

     “Rated Securities” has the meaning set forth in the Titling Trust Agreement.

     “Rating Agency” means, with respect to the 200[     ]-[     ] SUBI, each of Moody’s and Standard & Poor’s.

     “Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation 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 (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 ten (10) day period described in (b) above. Further, each Rating Agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event or action had been previously satisfied pursuant to clause (a) or clause (b) above.

     “Reallocation Payment” means the proceeds allocated from the UTI to the 200[     ]-[     ] SUBI in connection with any reallocation of a Matured Vehicle or a Defaulted Vehicle from the 200[     ]-[     ] SUBI to the UTI pursuant to Section 8.02(c) of the 200[ ]-[ ] Servicing Supplement in an amount equal to the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle.

     “Record Date” means, with respect to any Payment Date, the close of business on the day immediately preceding such Payment Date.

     “Recoveries” means, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to all 200[     ]-[     ] Leases which (i) became Liquidated Leases before such Collection Period and (ii) have reached or were terminated prior to their respective Maturity

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Dates before such Collection Period and with respect to which the proceeds from the sale of the related 200[     ]-[     ] Vehicles were received before such Collection Period, minus any amounts remitted to the related Lessees as required by law.

     “Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Payment Date specified by the Administrative Agent or the Issuer pursuant to Section 10.01 of the Indenture.

     “Redemption Price” means an amount equal to the Note Balance plus accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so redeemed (including, to the extent allowed by law, interest on overdue interest, if applicable), up to but excluding the Redemption Date.

     “Registered Pledgee” has the meaning set forth in the Titling Trust Agreement.

     “Registered Holder” means the Person in whose name a Note is registered on the Note Register on the related Deposit Date.

     “Related Beneficiary” means each of NILT Trust and NALL II.

     “Related Documents” shall mean all of the Basic Documents to which the Issuer or the Owner Trustee is a party.

     “Remaining Net Auction Proceeds” means Net Auction Proceeds, less amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly Early Termination Sale Proceeds and Liquidation Proceeds.

     “Remaining Payoffs” means Payoffs, less amounts included in Monthly Scheduled Termination Sale Proceeds and Monthly Termination Sale Proceeds.

     “Repayment Price” means an amount equal to the unpaid principal amount of the Trust Certificates.

     “Repurchase Payment” means, with respect to a 200[     ]-[     ] Lease and the related 200[     ]-[     ] Vehicle required to be purchased by the Servicer pursuant to Section 8.02(a) and Section 8.02(b) of the Servicing Agreement, the sum of (i) the Securitization Value of the 200[     ]-[     ] Lease as of the end of the Collection Period preceding the Collection Period in which the Servicer granted an extension with respect to such 200[     ]-[     ] Lease or discovers or receives notice of the change in domicile with respect to Section 8.02(a) of the Servicing Agreement or discovers a breach of representations or warranties pursuant to Section 8.02(b) of the Servicing Agreement and (ii) any delinquent Monthly Payments 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.

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     “Required Percentage” means the holders of not less than 66 2/3% of the (i) Outstanding Amount in the case of the Notes or (ii) Aggregate Certificate Balance in the case of the Trust Certificates.

     “Required Related Holders” has the meaning set forth in the Basic Servicing Agreement.

     “Reserve Account” means the account established pursuant to Section 5.01(b) of the Trust Agreement, which shall be account number [ ] in the name “[U.S. Bank National Association], as Indenture Trustee, Nissan Auto Lease Trust 200-[     ] Reserve Account” established with the Securities Intermediary pursuant to the Trust Agreement, together with any successor accounts established pursuant to the Indenture, or after release of the lien of the Indenture, the Trust Agreement.

     “Reserve Account Deposit Amount” means, (i) on the Closing Date, the Initial Deposit Amount and (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 200[     ]-[     ] SUBI Collection Account and the Reserve Account in respect of such Collection Period.

     “Reserve Account Draw Amount” means, for any Payment Date, the amount withdrawn from the Reserve Account, equal to the lesser of (a) the Available Funds Shortfall Amount, if any, or (b) the amount on deposit in the Reserve Account after giving effect to all deposits thereto on the related Deposit Date or such Payment Date.

     “Reserve Account Property” means the Reserve Account and all cash, investment property and other property from time to time deposited or credited to the Reserve Account and all proceeds thereof, including, without limitation, the Initial Deposit.

     “Reserve Account Requirement” means on any Payment Date, an amount equal to $[     ].

     “Residual Value Loss” means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the Securitization Value of the related 200[     ]-[     ] Vehicle at (a) the Maturity Date of the related 200[     ]-[     ] Lease or (b) the date the related 200[      ]-[     ] Lease was terminated and (ii) the sum of all related Net Auction Proceeds and Net Insurance Proceeds.

     “Residual Value Surplus” means, with respect to any Matured Vehicle or Defaulted Vehicle, the positive difference, if any, between (i) the sum of all related Net Auction Proceeds and Net Insurance Proceeds and (ii) the Securitization Value of the related 200[     ]-[     ] Vehicle at (a) the Maturity Date of the related 200[     ]-[     ] Lease or (b) the date the related 200[     ]-[     ] 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

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shall be officers, or to whom any corporate trust matter is referred within Corporate Trust Department because of his knowledge of and familiarity with the particular subject.

     “Restricted Jurisdiction” means Alabama and any additional jurisdiction in which the Titling Trust is not qualified and licensed to do business; provided, that the Servicer may change the designation of a jurisdiction as a “Restricted Jurisdiction” by delivering an Officer’s Certificate to the Indenture Trustee and the Owner Trustee to the effect that (i) Leased Vehicles may be titled in the name of the Titling Trustee or the Titling Trustee on behalf of the Titling Trust and beneficial interests therein may be transferred without retitling in Alabama or such other additional jurisdiction, as the case may be, and (ii) such change in designation will not have a material adverse effect on the Issuer.

     “Rule 144A” means Rule 144A promulgated by the Commission under the Securities Act.

     “Rule 144A Information” means information requested of the 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 Issuer on a Deposit Date equal to the Securitization Value of each 200[     ]-[     ] Lease relating to a 200[     ]-[ ] Vehicle that terminated early (but was not a Lease in default) and the amount equal to the Base Residual of each 200[     ]-[     ] Lease relating to a 200[     ]-[     ] Vehicle that matured on its scheduled termination date.

     “Schedule of 200[     ]-[     ] Leases and 200[     ]-[     ] Vehicles” means the schedule of 200[ ]-[     ] Leases and 200[     ]-[     ] Vehicles attached as Exhibit A to the 200[     ]-[     ] SUBI Supplement and the 200[     ]-[     ] Servicing Supplement (which may be supplied in CD-Rom form) which shall set forth as to each 200[     ]-[     ] Lease or 200[     ]-[     ] Vehicle, as the case may be, (i) the identification number of the 200[     ]-[     ] Lease, (ii) the identification number of the 200[     ]-[     ] Vehicle, (iii) the related Maturity Date and (iv) the value of the 200[     ]-[     ] Lease and the related 200[     ]-[     ] Vehicle on the Servicer’s books as of the Cutoff Date.

     “Secretary of State” means the Secretary of State of the State of Delaware.

     “Securities” means the Trust Certificates and the Notes, collectively.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Securities Balance” means, as of any date, the unpaid principal amount of the Securities as of such date.

     “Securities Intermediary” means [U.S. Bank].

     “Securitization Rate” means, with respect to a 200[     ]-[     ] Lease, an annualized rate that is equal to [          ]%.

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     “Securitization Value” means, with respect to any 200[     ]-[     ] Lease, the value calculated by the Servicer equal to, (i) as of its Maturity Date, the Base Residual and (ii) as of any date other than its Maturity Date, the sum of the present value, discounted at the Securitization Rate, of (a) the aggregate Monthly Payments remaining to be made and (b) the Base Residual.

     “Securitized Financing” has the meaning set forth in the Titling Trust Agreement.

     “Security” means either a Note or a Trust Certificate, as the context may require.

     “Security Entitlement” has the meaning set forth in Section 8-102(a)(17) of the New York UCC.

     “Securityholder” means each registered holder of a Note or a Trust Certificate.

     “Securityholder Available Funds” means, for any Payment Date, all remaining Available Funds after giving effect to the payment to the Servicer of the Servicer Monthly Payment.

     “Servicer” means NMAC, as Servicer under the Servicing Agreement.

     “Servicer Default” has the meaning set forth in Section 4.01 to the Basic Servicing Agreement and under Section 8.12 of the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Collection Account by the related Deposit Date.

     “Servicer Monthly Payment” means, with respect to a Payment Date and the related Collection Period, the amount to be paid to the Servicer pursuant to Section 8.03(a)(iv) of the 200[     ]-[     ] 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 200[ ]-[     ] Servicing Supplement.

     “Servicing Fee” means, with respect to the 200[     ]-[     ] 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 200[     ]-[     ] Leases as of the first day of such Collection Period.

     “Settlement Statement” means a statement substantially in the form of Exhibit B to the 200[     ]-[     ] Servicing Supplement.

     “Special Purpose Affiliate” means a special purpose entity that is an Affiliate of a Beneficiary and was created for the purposes of one or more Securitized Financings.

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     “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

     “State” means any state of the United Sates, Puerto Rico, or the District of Columbia.

     “Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq.

     “SUBI” has the meaning set forth in the Recitals to the 200[     ]-[     ] Servicing Supplement.

     “SUBI Certificate” has the meaning set forth in Section 3.02(a) of the Titling Trust Agreement.

     “SUBI Certificate Transfer Agreement” means the SUBI Certificate Transfer Agreement, dated as of [               ], between NILT Trust, as depositor, 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 200[     ]-[     ] SUBI Assets during the Collection Period, including: (i) Monthly Payments (including Payments Ahead when received), Payoffs, and any other payments under the 200[     ]-[     ] Leases (excluding any Administrative Charges); (ii) Reallocation Payments and Repurchase Payments made by the Servicer; (iii) Monthly Scheduled Termination Sale Proceeds; (iv) Monthly Early Termination Sale Proceeds; (v) Net Liquidation Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions Proceeds; (viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear Charges; (x) Recoveries and (xi) Residual Value Surplus; in each case to the extent not duplicative with any other clause of this definition.

     “SUBI Trust Agreement” means the Titling Trust Agreement, as supplemented by a 200[]-[     ] SUBI Supplement.

     “Sub-Trust” has the meaning set forth in Section 3.01(b) of the Titling Trust Agreement.

     “Swap Counterparty” means [          ], as interest rate swap provider under the Interest Rate Swap Agreement, or any successor or replacement interest rate swap provider from time to time under the Interest Rate Swap Agreement.

     “Termination Event” has the meaning set forth in the Interest Rate Cap Agreement.

     “Titling Trust” means Origination Trust.

     “Titling Trust Agreement” means Origination Trust Agreement.

     “Titling Trustee” means Origination Trustee.

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     “TIA” means the Trust Indenture Act of 1939.

     “Transfer Price” has the meaning set forth in Section 2.01 to the SUBI Certificate Transfer Agreement and the Trust SUBI Certificate Transfer Agreement, as the context may require.

     “Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

     “Trust” means Nissan Auto Lease Trust 200[     ]-[     ], until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Notes.

     “Trust Account” has the meaning set forth in the Titling Trust Agreement.

     “Trust Administration Agreement” means the Trust Administration Agreement, dated as of [               ], among the NMAC, as the Administrative Agent, the Issuer, 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 [               ], 20[     ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [          ], 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 [               ], between NALL II, as depositor, and the Issuer, as transferee.

     “Trustee” means NILT, Inc., in its capacity as trustee of the Titling Trust.

     “200[     ]-[     ] 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 20[     ] or later;

29

          (b) is written with respect to a Leased Vehicle that was at the time of the origination of the related Lease a new Nissan or Infiniti motor vehicle;

          (c) was originated in the United States on or after [               ], 20[     ], by a Dealer (i) for a Lessee with a United States address, (ii) in the ordinary course of such Dealer’s business, (iii) pursuant to a Dealer agreement that provides for recourse to the dealer in the event of certain defects in the Lease, but not for default by the Lessee, and (iv) in compliance with procedures set forth in the Credit and Collection Policy;

          (d) is payable solely in United States dollars;

          (e) is owned, and the related Leased Vehicle is owned by the Titling Trust, free of all liens (including tax liens, mechanics’ liens, and other liens that arise by operation of law);

          (f) has a remaining term to maturity as of the Cutoff Date, of not less than [     ] months and not greater than [     ] months.

          (g) provides for level payments that fully amortize the adjusted capitalized cost of the Lease at a contractual annual percentage rate to the related Contract Residual over the lease term and, in the event of a Lessee initiated early termination, provides for payment of the Early Termination Charge;

          (h) was originated in compliance with, and complies in all material respects with, all material applicable legal requirements, including, to the extent applicable, the Federal Consumer Credit Protection Act, Regulation M of the Board of Governors of the Federal Reserve, all state leasing and consumer protection laws and all state and federal usury laws;

          (i) is not more than [29] days past due as of the Cutoff Date;

          (j) (A) is the valid, legal and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of credits’ rights in general or (ii) general principles of equity, (B) has not been satisfied, subordinated, rescinded, canceled or terminated, (C) is a Lease as to which no right of rescission, setoff, counterclaim or defense shall have been asserted or threatened in writing, (D) is a Lease as to which no default (other than payment defaults continuing for a period of no more than [29] days as of the Cutoff Date), breach or violation shall have occurred and no continuing condition that with notice or lapse of time or both would constitute a default, breach or violation shall have occurred and (E) is a Lease as to which none of the foregoing shall have been waived (other than deferrals and waivers of late payment charges or fees permitted under the Servicing Agreement);

          (k) is a Lease which has not been deemed to be uncollectible;

          (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;

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          (m) is a Lease for which there is only one executed original;

          (n) has an original term of not less than [24] months and not greater than [60] months;

          (o) is a Lease for which the related Lease Documents are located at an address specified by the Servicer in Schedule A hereto;

          (p) constitutes “tangible chattel paper” as defined in the UCC;

          (q) is not recourse to the Dealer;

          (r) with respect thereto, NMAC, in accordance with its customary procedures, has determined at the time of origination of such Lease that the related Lessee has agreed to obtain physical damage insurance covering the related Leased Vehicle and is required under the terms of such Lease to maintain such insurance; and

          (s) has a Securitization Value, as of its origination date, of no greater than $[     ].

     “200[     ]-[     ] Lease” has the meaning set forth in Section 8.01 of the 200[     ]-[     ] Servicing Supplement.

     “200[     ]-[     ] Servicing Supplement” means the 200[     ]-[     ] SUBI Servicing Supplement to the Basic Servicing Agreement, dated as of [          ], among the parties to the Basic Servicing Agreement.

     “200[     ]-[     ] SUBI” has the meaning set forth in Section 12.01(a) of the 200[     ]-[     ] SUBI Supplement.

     “200[     ]-[     ] SUBI Assets” has the meaning set forth in Section 12.01(b) to the 200[     ]-[     ] SUBI Supplement.

     “200[     ]-[     ] SUBI Account” means the 200[     ]-[     ] SUBI Collection Account, and any other Trust Account established with respect to the 200[     ]-[     ] SUBI, as the context may require.

     “200[     ]-[     ] SUBI Certificate” has the meaning set forth in the recitals of the 200[     ]-[     ] SUBI Supplement.

     “200[     ]-[     ] SUBI Collection Account” means the trust account established pursuant to Section 14.01(a) of the 200[     ]-[     ] SUBI Supplement.

     “200[     ]-[     ] SUBI Supplement” means the 200[     ]-[     ] SUBI Supplement to the Titling Trust Agreement, dated as of [               ], among the parties to the Titling Trust Agreement.

     “200[     ]-[     ] Vehicle” has the meaning set forth in Section 8.01 to the 200[     ]-[     ] SUBI Servicing Supplement.

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     “UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction.

     “Underwriting Agreement” means the underwriting agreement relating to the Notes dated [          ], 20[     ], among [                    ], as Representative, on behalf of the several underwriters, NMAC and the Depositor.

     “United States” means the United States of America, its territories and possessions and areas subject to its jurisdiction.

     “[U.S. Bank]” means [U.S. Bank National Association].

     “UTI” has the meaning set forth in Section 3.01(a) of the Titling Trust Agreement.

     “UTI Beneficiary” means NILT Trust, in its capacity as the initial beneficiary of the Titling Trust.

     “UTI Certificate” has the meaning set forth in Section 3.03 of the Titling Trust Agreement.

     “Vehicle Representation Date” has the meaning set forth in the Basic Servicing Agreement.

          Section 1.02 Interpretative Provisions. Any reference in this Agreement of Definitions to any agreement means such agreement as it may be amended, restated, supplemented, or otherwise modified from time to time; any reference in this Agreement of Definitions to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated hereunder; and any reference in this Agreement of Definitions to a Person shall include the successor or assignee of such Person.

          Section 1.03 Notices. All demands, notices, and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: the Issuer, at c/o [Wilmington Trust Company], as Owner Trustee, [Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890] [(telecopier no. (302) 651-8882)], Attention: Corporate Trust Administration, with a copy to the Administrative Agent, at 990 West 190th Street, M-9-A, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NILT Trust, at 990 West 190th Street, , M-9-A, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; Nissan-Infiniti LT, at 990 West 190th Street, , M-9-A, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NMAC, at 990 West 190th Street, , M-9-A, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; the Depositor, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Secretary; NILT, Inc., at [U.S. Bank National Association], [209 South LaSalle Street, Suite 300, Chicago, Illinois 60604 (telecopier no. (312) 325-8905)] Attention: NILT Inc.; [Wilmington Trust Company], as Owner Trustee and Delaware Trustee, at [Wilmington Trust Company], Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no.

32

(302) 651-8882), Attention: Corporate Trust Administration; [U.S. Bank National Association], as Indenture Trustee and Trust Agent, at [U.S. Bank National Association], Wrigley Building, 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604 (telecopier no. (312) 325-8905], Attention: Nissan Auto Lease Trust 200[     ]-[     ], or at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto.

          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 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) Not less that 15 days prior to the execution of any amendment to this Agreement of Definitions, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this

33

Agreement of Definitions, the Servicer shall furnish a copy of such amendment to each Rating Agency.

     (e) Without limiting the foregoing, any amendment eliminating the Reserve Account or reducing the Reserve Account Requirement shall require the Servicer to deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that after such amendment, for federal income tax purposes, the Issuer will not be treated as an association taxable as a corporation and the Notes should properly be characterized as indebtedness that is secured by the assets of the Issuer.

     (f) None of [U.S. Bank National Association], 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 National Association], 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.

          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 Trustee, the Titling Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

[Signature Pages to Follow]

34

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Definitions to be duly executed by their respective officers duly authorized as of the day and year first above written.

NISSAN MOTOR ACCEPTANCE CORPORATION
Individually, as Servicer, and as Administrative Agent
By:
	Name: Steve R. Lambert
	Title: President
NISSAN-INFINITI LT
By:	NILT, INC.,
	as Trustee for Nissan-Infiniti LT
By:
	Name:
	Title:
NILT TRUST
as UTI Beneficiary, Grantor, and Depositor
By:
	[U.S. BANK NATIONAL ASSOCIATION],
	as Trustee for NILT Trust
By:
	Name:
	Title:
NILT, INC.
as Trustee for Nissan-Infiniti LT

Agreement of Definitions

S-1

By:
	Name:
	Title:

Agreement of Definitions

S-2

NISSAN AUTO LEASING LLC II
By:
	Name: Kazuhiko Kazama
	Title: Treasurer
NISSAN AUTO LEASE TRUST 200[     ]-[     ]
By:	[WILMINGTON TRUST COMPANY], not
	in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
[WILMINGTON TRUST COMPANY]
	as Owner Trustee and as Delaware Trustee
By:
	Name:
	Title:
[U.S. BANK NATIONAL ASSOCIATION]
as Trust Agent, Indenture Trustee, and
as Secured Party
By:
	Name:
	Title:

Agreement of Definitions

S-3

EX-4.3

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

- --------------------------------------------------------------------------------

                                   NILT TRUST,

                         as Grantor and UTI Beneficiary,

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                  as Servicer,

                                   NILT, Inc.,
                                   as Trustee,

                            WILMINGTON TRUST COMPANY,
                              as Delaware Trustee,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                                 as Trust Agent

                      ------------------------------------

                               NISSAN-INFINITI LT

                              AMENDED AND RESTATED
                          TRUST AND SERVICING AGREEMENT

                           Dated as of August 26, 1998

                      -------------------------------------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                 Page
                                                                                 ----
                                                                              
                                     ARTICLE ONE

                       DEFINITIONS AND INTERPRETIVE PROVISIONS

Section 1.01.  Definitions; Interpretive Provisions.............................    1

                                     ARTICLE TWO

                                      THE TRUST

Section 2.01.  General..........................................................    2
Section 2.02.  Offices..........................................................    2
Section 2.03.  Purposes.........................................................    2
Section 2.04.  Conveyance of Trust Assets.......................................    2
Section 2.05.  Document Execution and Performance...............................    3

                                    ARTICLE THREE

                          BENEFICIAL INTERESTS IN THE TRUST

Section 3.01.  Allocation of Trust Assets to UTI and SUBIs; Sub-Trusts..........    4
Section 3.02.  SUBI Certificates................................................    4
Section 3.03.  UTI Certificates.................................................    5
Section 3.04.  Transfer and Assignment of Certificates; Minimum Net Worth.......    6
Section 3.05.  Registration and Transfer of Certificates; Validity..............    7
Section 3.06.  Beneficiaries; Action Upon Instruction...........................    7
Section 3.07.  Filings..........................................................    7
Section 3.08.  Allocation of Expenses and Indemnification.......................    8
Section 3.09.  Insurance Policies...............................................    9

                                    ARTICLE FOUR

                              PAYMENTS; TRUST ACCOUNTS

Section 4.01.  Payments from Trust Assets Only..................................   10
Section 4.02.  Trust Accounts...................................................   10
Section 4.03.  Distribution of Funds............................................   11
Section 4.04.  Default in UTI Pledge............................................   11
Section 4.05.  SUBI Lease Accounts..............................................   11


                                        i





                                                                                 Page
                                                                                 ----
                                                                              
                                    ARTICLE FIVE

                                     THE TRUSTEE

Section 5.01.  Duties and Powers of Trustee.....................................   12
Section 5.02.  Duty of Care.....................................................   13
Section 5.03.  Certain Matters Affecting the Trustee............................   14
Section 5.04.  Trustee Not Liable for Certificates or Leases....................   15
Section 5.05.  Indemnification of Trustee and Trust Agents......................   16
Section 5.06.  Trustee's Right Not to Act.......................................   16
Section 5.07.  Qualification of Trustee.........................................   17
Section 5.08.  Resignation or Removal of Trustee................................   17
Section 5.09.  Successor Trustee................................................   18
Section 5.10.  Merger or Consolidation of Trustee...............................   18
Section 5.11.  Co-Trustees, Separate Trustees, Nominees and Trust Agents........   18
Section 5.12.  Representations, Warranties and Covenants of Trustee.............   20
Section 5.13.  Trustee's Fees and Expenses......................................   21
Section 5.14.  Trustee Stock....................................................   22
Section 5.15.  Limitation of Liability of Trustee...............................   23

                                     ARTICLE SIX

                                    THE SERVICER

Section 6.01.  Duties and Powers of Servicer....................................   24
Section 6.02.  Liability of Servicer; Indemnities...............................   25
Section 6.03.  Merger of Servicer; Appointment of Nominee.......................   26
Section 6.04.  Limitation on Liability of Servicer and Others...................   26
Section 6.05.  Servicer Not to Resign; Delegation of Duties.....................   26
Section 6.06.  Servicing Compensation...........................................   27
Section 6.07.  Powers of Attorney...............................................   27
Section 6.08.  Protection of Title to Trust.....................................   27

                                    ARTICLE SEVEN

                             TERMINATION AND DISSOLUTION

Section 7.01.  Dissolution of the Trust.........................................   29
Section 7.02.  Termination of Sub-Trusts........................................   29
Section 7.03.  Beneficiary or Special Purpose Affiliate Bankruptcy..............   30


                                       ii





                                                                                 Page
                                                                                 ----
                                                                              
                                    ARTICLE EIGHT

                                    MISCELLANEOUS

Section 8.01.  Amendment........................................................   31
Section 8.02.  Governing Law....................................................   31
Section 8.03.  Notices..........................................................   31
Section 8.04.  Securitization Holders...........................................   32
Section 8.05.  Severability of Provisions.......................................   32
Section 8.06.  Counterparts.....................................................   32
Section 8.07.  Successors and Assigns...........................................   32
Section 8.08.  No Petition......................................................   32
Section 8.09.  Table of Contents and Headings...................................   33
Section 8.10.  Tax Reporting and Characterization...............................   33
Section 8.11.  Certificates Nonassessable and Fully Paid........................   33
Section 8.12.  Effect of Agreement; Delaware Co-Trustee Agreement...............   33

                                ARTICLES NINE AND TEN

                                     [Reserved]

                                      EXHIBITS

Exhibit A  -   Definitions .....................................................  A-1
Exhibit B  -   Form of Certificate of Trust.....................................  B-1
Exhibit C  -   Form of UTI Certificate..........................................  C-1


                                       iii



                              AMENDED AND RESTATED
                          TRUST AND SERVICING AGREEMENT

         This Amended and Restated Trust and Servicing Agreement, dated as of
August 26, 1998, is among NILT Trust, a Delaware business trust, as initial
beneficiary (the "UTI Beneficiary"), Nissan Motor Acceptance Corporation, a
California corporation, as servicer (in such capacity, the "Servicer"), NILT,
Inc., a Delaware corporation, as trustee (in such capacity, the "Trustee"),
Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee
(in such capacity, the "Delaware Trustee"), and U.S. Bank National Association,
a national banking association ("U.S. Bank"), as trust agent (in such capacity,
the "Trust Agent").

                                    RECITALS

         WHEREAS, Nissan-Infiniti LT is a Delaware business trust created
pursuant to (i) a trust agreement, dated as of July 7, 1998, among the UTI
Beneficiary, the Trustee and the Delaware Trustee (the "Original Trust
Agreement"), and (ii) a certificate of trust filed with the Secretary of State
of the State of Delaware on July 7, 1998; and

         WHEREAS, the parties hereto desire to amend and restate the Original
Trust Agreement in its entirety for the purpose of taking assignments and
conveyances of and holding in trust various assets described herein.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE ONE

                     DEFINITIONS AND INTERPRETIVE PROVISIONS

         Section 1.01. Definitions; Interpretive Provisions. For all purposes of
this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) capitalized terms shall have the meanings ascribed
thereto in Exhibit A, (ii) terms used in this Agreement include, as appropriate,
all genders and the plural as well as the singular, (iii) references to this
Agreement include all Exhibits hereto, (iv) references to words such as
"herein", "hereof" and the like shall refer to this Agreement as a whole and not
to any particular part, Article or Section herein, (v) references to an Article
or Section such as "Article One" or "Section 1.01" shall refer to the applicable
Article or Section of this Agreement, (vi) the term "include" and all variations
thereof shall mean "include without limitation", (vii) the term "or" shall
include "and/or", (viii) the term "proceeds" shall have the meaning ascribed to
such term in the UCC and (ix) the phrase "Trustee on behalf of the Trust", or
words of similar import, shall, to the extent required to effectuate the
appointment of any co-trustee pursuant to Section 5.11, be deemed to refer to
the Trustee (or such co-trustee) on behalf of the Trust.



                                   ARTICLE TWO

                                    THE TRUST

         Section 2.01. General. The Trust continued hereby shall be known as
"Nissan-Infiniti LT", in which name the Trustee may conduct the business of the
Trust. The Trustee may engage, in the name of the Trust or in its own name on
behalf of the Trust, in the activities of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued. The parties
hereto intend that the Trust be a business trust under the Delaware Act and that
this Agreement shall constitute the governing instrument of the Trust. The
Trustee shall have all rights, powers and duties set forth herein and in the
Delaware Act with respect to accomplishing the purposes of the Trust.

         Section 2.02. Offices. The principal office of the Trust, and such
additional offices as the Trustee may establish, shall be located at such place
or places, inside or outside of the State of Delaware, as the Trustee may
designate from time to time by written notice to each Beneficiary, each Holder,
each Registered Pledgee and the Servicer. Initially, the principal office shall
be at the Trust Office.

         Section 2.03. Purposes. The purposes of the Trust are: (i) at the
direction of the UTI Beneficiary, to take assignments and conveyances of, hold
in trust and release its ownership interest in, the Trust Assets as nominee
holder of legal title for the benefit of the Beneficiaries and the Holders, (ii)
enter into and perform its obligations under the Trust Documents, (iii) to
engage in any of the other activities described or authorized in this Agreement,
any Supplement or any amendment hereto or thereto and (iv) to engage in any and
all activities that are necessary or appropriate to accomplish the foregoing or
that are incidental thereto or connected therewith. The Trust shall not engage
in any activity other than the foregoing or other than as required or authorized
by applicable law or the Trust Documents.

         Section 2.04. Conveyance of Trust Assets.

         (a)      The UTI Beneficiary shall from time to time direct Dealers
pursuant to the related Lease Agreements to assign to the Trust or the Trustee
on behalf of the Trust, in trust, Eligible Leases, Leased Vehicles and other
Trust Assets. In connection therewith, the Leased Vehicles shall be titled in
the name of the Trust or the Trustee on behalf of the Trust and the Trustee
shall accept such designation and, subject to the other terms of this Agreement
(including each relevant Supplement), shall permit the related Certificates of
Title to be issued in the name of the Trust or the Trustee on behalf of the
Trust. If so provided in an applicable Supplement, all or part of the Leased
Vehicles allocated to a Sub-Trust may be titled in the name of the Trust or the
Trustee on behalf of the Trust during a Titling Grace Period. Legal title to all
Trust Assets shall be vested in the Trust or the Trustee on behalf of the Trust
as a separate legal entity except to the extent otherwise specifically provided
herein or in any other Trust Document or where applicable state law requires any
Trust Asset to be vested otherwise, in which case the Trustee shall, at the
direction of the UTI Beneficiary or the Servicer, cause legal title to be held
as required thereby.

                                        2



         (b)      The Trustee hereby accepts and agrees to hold in trust all
Trust Assets conveyed to it hereunder, for the use and benefit of, and as
nominee holder of legal title for, the Beneficiaries and the Holders and their
respective successors and assigns as may be designated pursuant to the terms
hereof or as may otherwise succeed to the rights of a Beneficiary or Holder
hereunder.

         Section 2.05. Document Execution and Performance. The Grantor and the
Beneficiaries hereby authorize and direct the Trustee, and the Trustee hereby
agrees, to: (i) at the request of the Servicer or the UTI Beneficiary, execute
and deliver all agreements, instruments or documents necessary or advisable to
accept the designation as nominee holder of legal title to Leases, Leased
Vehicles and other Trust Assets as described herein and cause the related
Certificates of Title to be issued in the name of the Trust or the Trustee on
behalf of the Trust; (ii) enter into and perform its obligations under the Trust
Documents; (iii) take action that is required or authorized to be taken by the
Trustee or the Trust pursuant to applicable law as specified in the Trust
Documents; (iv) exercise its rights and perform its duties as Trustee as
specified in the Trust Documents; (v) at the direction of the Related
Beneficiary and the Servicer (and, with respect to Trust Assets that are the
subject of a Securitized Financing, subject to any additional requirements
imposed by the related Securitized Financing Documents), (A) release, discharge,
sell, assign, transfer, pledge, convey or otherwise dispose of any right, title
or interest in and to any portion of the Related Trust Assets, (B) amend or
revoke the terms hereof with respect to all or any portion of the Related Trust
Assets and (C) enter into any and all agreements or instruments affecting all or
any portion of the Related Trust Assets or affecting any other provision hereof;
and (v) appoint the Servicer as the attorney-in-fact for the Trust as
contemplated hereby or by any Servicing Agreement and direct the Servicer to
perform such administrative duties on behalf of the Trust as are set forth
herein and therein.

                                        3



                                  ARTICLE THREE

                        BENEFICIAL INTERESTS IN THE TRUST

         Section 3.01. Allocation of Trust Assets to UTI and SUBIs; Sub-Trusts.

         (a)      Subject to Section 3.02, as directed in writing by the UTI
Beneficiary, from time to time, the Trustee shall establish one or more "special
units of beneficial interest" in the Trust (each, a "SUBI") and allocate or
cause to be allocated to each such SUBI on the books and records of the Trust
such Trust Assets (the "SUBI Assets") as shall be identified by the UTI
Beneficiary. Each SUBI shall be established pursuant to a SUBI Supplement and
shall have the name and initial Related Beneficiary designated by the UTI
Beneficiary. Each SUBI Supplement shall amend this Agreement only with respect
to the SUBI to which it relates. The Trustee shall hold the related SUBI Assets
for the benefit of the Holders from time to time of the related SUBI
Certificates. All Trust Assets that have not been allocated from time to time to
a SUBI (collectively, the "UTI Assets") shall be identified on the books and
records of the Trust as being allocated to the beneficial interest in the Trust
constituting the "undivided trust interest" (the "UTI"). The Trustee shall hold
the UTI Assets for the benefit of the Holders from time to time of the UTI
Certificates.

         (b)      The UTI and each SUBI and their Related Assets, shall each
constitute a separate series of the Trust pursuant to Section 3806(b)(2) of the
Delaware Act (each, a "Sub-Trust"). The Servicer shall maintain separate records
for each Sub-Trust, and the Related Trust Assets shall be held and accounted for
separately from Trust Assets allocated to any other Sub-Trust. Subject to the
right of the Trustee to allocate certain Liabilities, costs, charges and
reserves as may be provided in the Supplements, and in accordance with Section
3804(a) of the Delaware Act or to the extent otherwise permitted by applicable
law, all debts, Liabilities and obligations incurred, contracted for or
otherwise existing with respect to a Sub-Trust shall be enforceable against the
Related Trust Assets only, and not against Trust Assets allocated to any other
Sub-Trust and the Related Trust Assets of a Sub-Trust shall not be subject to
the debts, Liabilities or obligations of any other Sub-Trust. Every note, bond,
contract or other undertaking issued by or on behalf of a Sub-Trust (including
each related Certificate) shall include a recitation limiting the obligation
represented thereby to the related Sub-Trust and the Related Trust Assets. The
Certificate of Trust shall include notice of the limitation of liabilities of
each Sub-Trust in accordance with Section 3804(a) of the Delaware Act. Except as
otherwise provided for in this Agreement or in a Supplement, all payments made
on or in respect of the Trust Assets allocated to each Sub-Trust shall be paid
to or upon the order of the Holders of the Certificates related to such
Sub-Trust.

         Section 3.02. SUBI Certificates.

         (a)      Upon allocation to a SUBI, the related SUBI Assets shall no
longer be UTI Assets unless and until specifically reallocated to the UTI from
the SUBI. Each SUBI shall constitute a beneficial interest solely in the related
SUBI Assets and shall be represented by one or more Certificates (each, a "SUBI
Certificate") issued pursuant to a SUBI Supplement. The Trustee shall deliver
each SUBI Certificate to or upon the order of the UTI Beneficiary. Each SUBI

                                        4



Certificate and the interest in the SUBI evidenced thereby shall constitute a
"certificated security" within the meaning of Section 8-102(15) of the UCC.

         (b)      Notwithstanding anything to the contrary contained in this
Section, if a UTI Pledge exists, the Trustee shall create a new SUBI and issue
to or upon the order of the UTI Beneficiary a new SUBI and one or more related
SUBI Certificates only (i) upon receipt of an Officer's Certificate of the UTI
Beneficiary, dated as of the date of issuance of the related SUBI Certificate,
to the effect that after giving effect to the creation of such SUBI, the
transfer to the Related Beneficiary (and, if applicable, a Special Purpose
Affiliate) of any SUBI Certificate in connection therewith and the application
by such Related Beneficiary (and, if applicable, a Special Purpose Affiliate) of
any net proceeds from any Securitized Financing involving such SUBI and SUBI
Certificate, no Event of Default under any Securitized Financing secured by a
UTI Pledge has occurred and is continuing, and (ii) provided that, as of the
date of issuance of such SUBI Certificate, the Trustee has not received a UTI
Pledge Default Notice.

         (c)      Each SUBI Certificate shall contain (i) an express waiver of
any Claim by the Holder thereof to any proceeds or assets of the Trustee and to
all Trust Assets other than those from time to time allocated to the related
SUBI as SUBI Assets and proceeds thereof, and (ii) an express subordination in
favor of the Holder of any Other SUBI Certificate or a UTI Certificate by the
Holder of such SUBI Certificate of any Claim to any Other SUBI Asset or UTI
Asset, respectively, that, notwithstanding such waiver, may be determined to
exist.

         Section 3.03. UTI Certificates. The UTI shall constitute a beneficial
interest solely in the UTI Assets and shall initially be represented by one
Certificate (the "UTI Certificate") registered in the name of NILT Trust,
representing a 100% ownership interest in the UTI. The Trustee shall deliver to
or upon the order of the UTI Beneficiary its UTI Certificate. Notwithstanding
the foregoing and subject to Section 3.04(a), at the request of the UTI
Beneficiary (but only with the consent of the Registered Pledgee of any UTI
Pledge), the UTI may be represented by one or more additional Certificates that,
in the aggregate, represent the entire UTI. Any such additional Certificates
shall be issued pursuant to a UTI Supplement, which may specify any terms or
conditions relevant to the issuance thereof. Each UTI Certificate shall be
substantially in the form of Exhibit C hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required by this Agreement,
and may have such letters, numbers or other marks of identification and such
legends and endorsements consistent with this Agreement as may be directed by
the UTI Beneficiary. Each UTI Certificate and the interest in the UTI evidenced
thereby shall constitute a "certificated security" within the meaning of Section
8-102(15) of the UCC. Any portion of a UTI Certificate may be set forth on the
reverse thereof, in which case the following text shall be inserted on the face
thereof, in relative proximity to and prior to the signature of the Trustee
executing such UTI Certificate:

                  "Reference is hereby made to the further provisions of this
                  UTI Certificate set forth on the reverse hereof, which
                  provisions shall for all purposes have the same effect as if
                  set forth at this place".

                                        5



Each UTI Certificate shall be printed, lithographed, typewritten, mimeographed,
photocopied or otherwise produced or may be produced in any other manner
consistent with this Agreement as may be determined by the UTI Beneficiary.

         Section 3.04. Transfer and Assignment of Certificates; Minimum Net
Worth.

         (a)      Except as provided in Section 7.03(b), neither the UTI nor any
UTI Certificate shall be transferred or assigned and, to the fullest extent
permitted by applicable law, any such purported transfer or assignment shall be
deemed null, void and of no effect under this Agreement. Notwithstanding the
foregoing, (i) the UTI or one or more UTI Certificates may be pledged in
connection with a Securitized Financing, and a security interest therein
granted, and may be transferred or assigned absolutely to or by the pledgee
thereof solely in connection with the exercise of remedies with respect to an
Event of Default under or with respect to such Securitized Financing; provided,
that any such pledgee must (A) give a non-petition covenant substantially
similar to that set forth in Section 8.08 and (B) execute an agreement in favor
of the Holders from time to time of any SUBI Certificates to release all Claims
to the related SUBI Assets and, in the event that such release is not given
effect, to subordinate fully all Claims such pledgee may be deemed to have
against such SUBI Assets and (ii) the UTI Beneficiary may transfer a 1%
ownership interest in the UTI to a Relevant Bankruptcy Entity, provided that
such Relevant Bankruptcy Entity shall be bound by all terms and conditions of
this agreement as a UTI Beneficiary.

         (b)      No SUBI or SUBI Certificate shall be transferred or assigned
except to the extent specified in this Agreement or in any related Supplement
and, to the fullest extent permitted by applicable law, any such purported
transfer or assignment other than as so specified shall be deemed null, void and
of no effect under this Agreement. Notwithstanding the foregoing, any SUBI
Certificate and the interest in the SUBI evidenced thereby may be (i)
transferred, assigned or pledged to any Special Purpose Affiliate or (ii)
transferred, assigned or pledged by the Related Beneficiary or a Special Purpose
Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or
more other entities, in either case solely for the purpose of securing or
otherwise facilitating one or more Securitized Financings. Notwithstanding the
foregoing, the related transferee, assignee or pledgee in each case must (i)
give a non-petition covenant substantially similar to that set forth in Section
8.08 and (ii) execute an agreement in favor of each Holder from time to time of
a UTI Certificate and any Other SUBI Certificate to release all Claims to the
UTI Assets and the related Other SUBI Assets, respectively, and, in the event
such release is not given effect, to subordinate fully all Claims it may be
deemed to have against the UTI Assets or such Other SUBI Assets, as the case may
be.

         (c)      The UTI Beneficiary shall at all times maintain a minimum net
worth (excluding the value of any UTI Certificates of which the UTI Beneficiary
is a Holder) equal to 10% of the net Capital Contributions made by the UTI
Beneficiary to the UTI. Each Related Beneficiary and related Special Purpose
Affiliate shall maintain such minimum collective net worth or interest in a SUBI
as may be required by the related SUBI Supplement. For the purposes of this
paragraph, all Trust Assets that are conveyed as, or acquired with the proceeds
of, Capital Contributions pursuant to Section 2.04(a) shall be deemed Capital
Contributions to the Sub-Trust, to which such Trust Assets are allocated as of
the date on which the related net worth calculation is made.

                                        6



         Section 3.05. Registration and Transfer of Certificates; Validity.

         (a)      The Trustee shall keep or cause to be kept at the corporate
trust office of the Trustee (or the Trust Agent, if applicable) sufficient books
for the registration of transfer or pledge of Certificates (the "Certificate
Register"), which shall at all times be open to inspection by the Related
Beneficiaries and the related Holders. Subject to Sections 3.02(b) and 3.04 and
any other restrictions on transfer or pledge specified in a related Certificate
or related Supplement, upon presentation for such purpose, provided that the
requirements of Section 8-401 of the UCC have been met, the Trustee shall, under
such reasonable regulations as it may prescribe, register or cause to be
registered on the Certificate Register the transfer or pledge of such
Certificate, accompanied by a written instrument of transfer or pledge
conforming to the requirements specified in such Certificate or Supplement,
presented for registration of transfer or pledge by the Holder thereof in
conformity with such additional requirements as may be specified in such
Certificate or Supplement.

         (b)      A Certificate bearing the manual or facsimile signatures of
individuals who were, at the time such signatures were affixed, authorized to
sign on behalf of the Trust, shall be validly issued and entitled to the
benefits of this Agreement, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the authentication and delivery
of such Certificate or did not hold such offices at the date of such
Certificate.

         Section 3.06. Beneficiaries; Action Upon Instruction.

         (a)      A Beneficiary may be a Holder of a Certificate relating to any
Sub-Trust and thereby acquire all rights accorded to a Holder under this
Agreement, any related Supplement or any other applicable Trust Document,
subject to such restrictions on voting or other rights as may be contained
therein.

         (b)      Subject to Article Five, each Beneficiary may direct the
Trustee to take action or refrain from taking action with respect to the Related
Trust Assets, except to the extent such action or inaction would conflict with
any other provision of this Agreement, the other Trust Documents or any related
Securitized Financing Documents. Such direction shall be accompanied by an
Officer's Certificate of such Beneficiary delivered to the Trustee certifying
that such direction is authorized by or not in conflict with this Agreement, the
other Trust Documents or any related Securitized Financing Documents. Such
action may include, among other things, delivering or distributing to or upon
the order of the Related Beneficiary all or any number of related Leases or
Leased Vehicles or other Related Trust Assets.

         Section 3.07. Filings. The Grantor, the Beneficiaries and the Trustee
shall undertake all other and future actions and activities as may be deemed
reasonably necessary by the Servicer or a Related Beneficiary to perfect (or
evidence) and confirm the foregoing allocations of Trust Assets to the UTI and
any SUBIs, including filing or causing to be filed UCC financing statements and
executing and delivering any related filings, documents or writings hereunder or
under the other Trust Documents or any related Securitized Financing Documents.
Notwithstanding the foregoing, except as otherwise provided in a Supplement or
any related Securitized Financing Documents, in no event shall the Grantor, any
Beneficiary or the Trustee

                                        7



be required to take any action to perfect (i) any allocation of UTI Assets in
connection with a UTI Pledge or (ii) any security interest that may be deemed to
be held by any Person in any UTI Leased Vehicle. The Grantor and the
Beneficiaries each hereby revocably makes and appoints each of the Trustee and
the Servicer, and any of their respective officers, employees or agents, as its
true and lawful attorney-in-fact (which appointment is coupled with an interest
and is revocable but, in the case of the Servicer, only for so long as such
Servicer is acting in such capacity) with power to sign on behalf of the Grantor
or the Beneficiaries any financing statements, continuation statements, security
agreements, mortgages, assignments, affidavits, letters of authority, notices or
similar documents necessary or appropriate to be executed or filed pursuant to
this Section.

         Section 3.08. Allocation of Expenses and Indemnification.

         (a)      Except as otherwise provided in a Supplement, the UTI
Beneficiary shall be liable for all Liabilities arising with respect to the UTI
Assets or the operation of the UTI; provided, however, that any Liability of the
Grantor with respect to any Securitized Financing shall be as set forth in the
related Securitized Financing Documents. To the extent that the Grantor shall
have paid or suffered any Liability with respect to the UTI Assets or the
operation of the UTI, and to the extent such Liability was not caused by the
willful misconduct or bad faith of the Grantor, the Grantor shall be
indemnified, defended and held harmless out of the UTI Assets in accordance with
Section 3.08(b) against any such Liability (including reasonable attorneys' and
other professionals' fees and expenses).

         (b)      Notwithstanding any other provision of this Agreement or any
other Trust Document, to the extent that a Liability shall be incurred or
suffered with respect to, or is attributable to, any Trust Assets (the "Affected
Trust Assets") allocated to one or more Sub-Trusts, each such Sub-Trust shall,
from and to the extent of monies from time to time on deposit in the related
Collection Accounts, bear in full such Liability pro rata in the ratio of the
aggregate Cash Value of the Affected Trust Assets in all such Sub-Trusts and, in
accordance with Section 3804(a) of the Delaware Act, all other Sub-Trusts shall
bear none of such Liability; provided, however, that to the extent any such
Liability is suffered with respect to all Trust Assets generally, each Sub-Trust
shall, from and to the extent of monies from time to time on deposit in the
related Collection Accounts, bear such Liability in proportion to the ratio of
the aggregate Cash Value of the Trust Assets in such Sub-Trust to the aggregate
Cash Value of all Trust Assets. In each case in which more than one Sub-Trust is
to bear any such Liability, the Trustee shall, at the direction of the Servicer,
transfer periodically from each related Collection Account to the UTI Collection
Account or such Trust Account as may be designated by a related SUBI Supplement,
as the case may be, the share of such Liability borne by each such Sub-Trust.

         (c)      If, notwithstanding the provisions of this Agreement and
Section 3804 of the Delaware Act, a third party Claim against the Trust Assets
is satisfied out of the Trust Assets in proportions other than as provided in
Section 3.08(b), then, notwithstanding anything to the contrary contained
herein, the Servicer shall promptly identify and reallocate (or cause the
Trustee to identify and reallocate) the remaining Trust Assets among each
Sub-Trust such that each Sub-Trust shall bear the expense of such Claim as
nearly as possible as if such Claim had been allocated as provided in Section
3.08(b).

                                        8



         Section 3.09. Insurance Policies.

         (a)      Except as otherwise provided in a Supplement, the Related
Beneficiary (or Special Purpose Affiliate, if applicable) shall cause to be
maintained, and no Beneficiary or Special Purpose Affiliate shall, without the
prior written consent of the Servicer of the Related Trust Assets, which consent
may not be unreasonably withheld, cause the termination of one or more
contingent liability, excess liability or umbrella Insurance Policies providing
coverage against third party Claims that may be raised against the Trust, the
Trustee on behalf of the Trust or the Trust Agent with respect to each Leased
Vehicle, including automotive vehicle liability coverage in an amount at least
equal to $5 million per occurrence (which policy may be a blanket Insurance
Policy covering the Related Beneficiary or Special Purpose Affiliate, as
applicable, and one or more Affiliates).

         (b)      The Related Beneficiary or Special Purpose Affiliate, as
applicable, shall cause each Insurance Policy required to be maintained by it
pursuant to this Section to name the Trust or the Trustee on behalf of the Trust
as an additional insured or loss payee.

                                        9



                                  ARTICLE FOUR

                            PAYMENTS; TRUST ACCOUNTS

         Section 4.01. Payments from Trust Assets Only.

         (a)      Except as otherwise provided in this Agreement and the other
Trust Documents, all payments, if any, to be made by the Trustee other than
amounts (i) owing by the Trustee arising from its willful misfeasance, bad faith
or negligence or (ii) advanced by the Servicer, shall be made only from any then
available Trust Assets and only to the extent the Trustee shall have received
income or proceeds therefrom to make such payments in accordance with the terms
hereof.

         (b)      Except as otherwise provided in this Agreement and the other
Trust Documents, all amounts payable to a Holder shall be paid or caused to be
paid by the Trustee or the Servicer, as the case may be, to or for the account
of such Holder in immediately available funds by wire transfer.

         Section 4.02. Trust Accounts.

         (a)      Except as otherwise provided in any Supplement or Servicing
Agreement, the Trustee shall establish and maintain with respect to the UTI and
each SUBI, a Collection Account, a Payahead Account and a Residual Value Surplus
Account. The Trustee shall establish and maintain with respect to the UTI or any
SUBI such other accounts as may be specified in a related Supplement or any
Servicing Agreement. Except as otherwise provided in a related Supplement or
Servicing Agreement, each of such Trust Accounts shall be a segregated trust
account established and maintained with the Trustee or the Trust Agent in the
name of the Trustee, provided that the Trustee or the Trust Agent, as the case
may be, maintains the Required Deposit Rating. Except as otherwise provided in
this Agreement, the other Trust Documents and any related Securitized Financing
Documents, none of the Grantor, the Servicer, the Beneficiaries, any Special
Purpose Affiliate or any Holder shall have any right to withdraw funds from any
Trust Account without the express written consent of the Trustee; provided,
however, that the Trustee, with the express written consent of the Related
Beneficiary or a Special Purpose Affiliate (if applicable), shall so consent as
to each Trust Account to the extent provided for in any Supplement, Servicing
Supplement or related Securitized Financing Documents. The Trustee may authorize
the Related Beneficiary, any Special Purpose Affiliate (if applicable) or any
Servicer to make deposits into and disbursements from any Trust Account in
accordance with the terms and provisions of this Agreement, the other Trust
Documents and any related Securitized Financing Documents. All amounts held in
the Trust Accounts shall be invested by the Trustee at the direction of the
Servicer in Permitted Investments until distributed or otherwise applied in
accordance with this Agreement, the other Trust Documents or any related
Securitized Financing Documents. Except as otherwise provided herein or in a
related Supplement or Servicing Agreement, all earnings from the investment of
monies in a Trust Account shall be deposited upon receipt into such Trust
Account and any Loss on such investment shall be charged to such Trust Account.
If the Trustee or the Trust Agent, as the case may be, at any time does not have
the Required Deposit Rating, the Servicer shall, with the assistance of the
Trustee

                                       10



or the Trust Agent, as necessary, cause the related Trust Account to be moved to
a depository institution or trust company that (i) is organized under the laws
of the United States or any State and (ii) has the Required Deposit Rating.

         (b)      Each SUBI Account shall relate solely to the related SUBI and
each UTI Account shall relate solely to the UTI, and any funds therein shall not
be commingled with any other monies, except as otherwise provided for or
contemplated in this Agreement, the other Trust Documents or any related
Securitized Financing Documents. The Trustee shall account for and record
separately all amounts received by the Trustee relating to each Trust Account
from the Related Trust Assets and proceeds relating thereto.

         Section 4.03. Distribution of Funds. Except as otherwise provided in
any Servicing Agreement, the Trustee, promptly upon receipt of an Officer's
Certificate of the Servicer as to the amount of Excess Funds, shall pay to, or
upon the order of, the Holder of the UTI Certificate, upon the request of the
Holder, any or all Excess Funds so requested.

         Section 4.04. Default in UTI Pledge. In the event of a UTI Pledge
Default Notice, the Trustee shall (i) not create any new SUBI and (ii) direct
the Servicer to ensure that no additional Leases or Leased Vehicles are assigned
to the Trust (other than (A) as provided for in Section 4.05 or (B) those Leases
and Leased Vehicles the initial net investment value of which on the books of
the Trust does not exceed the sum of any capital contributions made to the
Grantor (and Capital Contributions made by the Grantor) specifically to fund the
acquisition by the Trust of such Leases and Leased Vehicles for allocation to
the UTI).

         Section 4.05. SUBI Lease Accounts. In the event that for any reason
(i)(a) one or more different Servicers shall be engaged to service one or more
Sub-Trusts or (b) circumstances with respect to any Securitized Financing
secured by a UTI Pledge are such that (1) there has been a UTI Pledge Default
Notice or (2) the Trustee has given the Servicer notice that a Trust Asset
Transfer into one or more SUBIs would cause an Event of Default to occur in any
Securitized Financing secured by such UTI Pledge and (ii) at such time the
Trustee, acting pursuant to any SUBI Supplement and at the direction of the
Related Beneficiary, would otherwise be causing the Servicer to effect Trust
Asset Transfers from the UTI into one or more SUBIs: (A) the Trustee shall
establish and maintain in its name for each SUBI a separate "SUBI Lease
Account", each of which shall be a Trust Account and a SUBI Account; (B) to the
extent that the Trustee would, but for clause (i) above, cause the transfer of
funds from any SUBI Collection Account to the UTI Collection Account in
connection with any Trust Asset Transfer, the Trustee shall instead cause the
transfer of such funds from such SUBI Collection Account to the related SUBI
Lease Account; (C) the Trustee shall direct the Servicer then servicing the
related SUBI to acquire on behalf of the Trust, for the account of such SUBI
rather than for the UTI, Leases and Leased Vehicles; and (D) the Trustee shall
apply any such funds in any such SUBI Lease Account directly to reimburse the
Servicer then servicing such SUBI for any payments made by it to honor drafts of
Dealers in respect of such Leases and Leased Vehicles. In the event that Leases
and Leased Vehicles are being acquired by any Servicer(s) on behalf of the Trust
both with respect to the UTI and any SUBI simultaneously, the Trustee shall
first allocate all such Leases and Leased Vehicles to such SUBI until funds
available for such purpose in the related SUBI Lease Accounts are exhausted and
shall then allocate all remaining Leases and Leased Vehicles to the UTI.

                                       11



                                  ARTICLE FIVE

                                   THE TRUSTEE

         Section 5.01. Duties and Powers of Trustee.

         (a)      The Trustee undertakes to perform such duties and engage in
such activities, and only such duties and activities, as are specified in this
Agreement, in any other Trust Document or as may be directed from time to time
by the Related Beneficiary in a manner not contrary to the terms hereof or
thereof from time to time, including in connection with (i) a Securitized
Financing; (ii) sales or pledges of Leases, Leased Vehicles and other Trust
Assets to the extent permitted by the terms of the related Securitized
Financings (provided that the Certificate of Title to any Leased Vehicle so sold
is amended to reflect the transfer of ownership thereof from the Trust or the
Trustee on behalf of the Trust, unless applicable law permits the transfer of
ownership of a vehicle without an amendment to such vehicle's Certificate of
Title); and (iii) activities ancillary thereto. The Trustee shall have such
powers as are necessary and appropriate to the conduct of its duties as set
forth in this Agreement and any Supplement.

         (b)      Except as otherwise provided in this Agreement and the other
Trust Documents, neither the Trust nor the Trustee shall: (i) issue interests in
or securities of the Trust, other than the UTI, the UTI Certificate, one or more
SUBIs and any SUBI Certificates; (ii) borrow money (except from NMAC or the UTI
Beneficiary or their Affiliates in connection with the acquisition of Leases and
Leased Vehicles); (iii) make loans; (iv) invest in or underwrite securities; (v)
offer securities in exchange for Trust Assets (other than Certificates); (vi)
repurchase or otherwise reacquire any Certificate (other than for purposes of
cancellation) except as permitted by or in connection with any Securitized
Financing; or (vii) grant any security interest in or Lien upon any Trust
Assets.

         (c)      At the direction of the Servicer or the Related Beneficiary,
the Trustee shall undertake the following ministerial activities: (i) apply for
and maintain (or cause to be applied for and maintained) all licenses, permits
and authorizations necessary or appropriate to carry on its duties as Trustee
hereunder in each jurisdiction that the Servicer or the Related Beneficiary, as
applicable, deems appropriate; (ii) file (or cause to be filed) in each
jurisdiction that the Servicer or Related Beneficiary, as applicable, deems
appropriate (A) notice reports and other required filings and (B) applications
for Certificates of Title so as to cause the Trust or the Trustee on behalf of
the Trust to be recorded as the holder of legal title of the Leased Vehicles
(and execute and deliver to each Dealer a power of attorney sufficient to allow
such Dealer to so record the Trust or the Trustee on behalf of the Trust as the
holder of legal title to such Leased Vehicles); (iii) to the extent that the
Related Beneficiary or the Servicer, as applicable, deems it necessary or useful
to have an Administrative Lien recorded on Certificates of Title, file (or cause
to be filed) in each jurisdiction that the Related Beneficiary or the Servicer,
as applicable, reasonably deems appropriate such applications as are necessary
or appropriate to record upon each Certificate of Title an Administrative Lien
in favor of an Administrative Lienholder; (iv) be the assignee of the
Dealer/initial lessor with respect to the Leases in the event that the Trust
cannot be such assignee; and (v) pay (or cause to be paid) all applicable Taxes
and fees properly due and owing in connection with the Trustee's activities
under this Agreement and the other Trust Documents to

                                       12



which it is a party (other than Taxes in respect of income earned by the
Trustee). The Servicer or the Related Beneficiary, as applicable, shall pay, or
make an advance to the Trustee to pay, the costs and expenses of the foregoing,
subject to reimbursement to the extent provided in a related Servicing
Agreement.

         (d)      The Trustee shall establish accounts and receive, maintain,
invest and disburse funds in accordance with Article Four and the other Trust
Documents.

         (e)      The Trustee, upon receipt of each resolution, certificate,
statement, opinion, report, document, order or other instrument furnished to the
Trustee as shall be specifically required to be furnished pursuant to any
provision of the Trust Documents, shall examine such instrument to determine
whether it conforms to the requirements of the Trust Documents.

         (f)      Neither the Servicer nor any Beneficiary shall take, or direct
the Trustee to take, any action that (i) is inconsistent with the purposes of
the Trust as set forth in Section 2.03 or (ii) would result in the treatment of
the Trust for federal income tax purposes as an association (or a publicly
traded partnership) taxable as a corporation.

         (g)      The Trustee agrees to perform or cause to be performed the
obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as
set forth in any Servicing Agreement or other Trust Document to which the Trust
is a party on the terms and subject to the conditions specified therein.

         Section 5.02. Duty of Care.

         (a)      Except during the continuance of an Event of Default, the
Trustee need perform only those duties specifically set forth in this Agreement
and the other Trust Documents. During the continuance of an Event of Default,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement and the other Trust Documents and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such prudent person's own affairs. No provision
of this Agreement shall be construed to relieve the Trustee from Liability for
its own negligent action, its own negligent failure to act, its own bad faith or
its own willful misconduct; provided, however, that the Trustee shall not be
personally liable:

                  (i) for any action taken, suffered or omitted by it or any
         error of judgment, in each case made in good faith by any Responsible
         Officer of the Trustee or the Trust Agent customarily performing
         functions similar to those performed by such officers or to whom any
         corporate trust matter is referred because of such individual's
         knowledge of or familiarity with the particular subject, unless it
         shall be proved that the Trustee or Trust Agent was negligent or acted
         with bad faith or willful misconduct in performing its duties in
         accordance with the terms of this Agreement; and

                  (ii) with respect to any action taken, suffered or omitted to
         be taken in good faith in accordance with the express direction of (A)
         to the extent relating to the UTI, the UTI Beneficiary or any
         Registered Pledgee of a UTI Pledge (to the extent that such

                                       13



         Registered Pledgee is authorized to give such directions) or (B) to the
         extent relating to a SUBI, the Holder or Registered Pledgee of a
         related SUBI Certificate (in each case only to the extent such
         Registered Pledgee is authorized to give such direction) in connection
         with a Securitized Financing relating to the exercise of any power
         conferred upon the Trustee under this Agreement.

         (b)      Notwithstanding Section 5.02(a), the Trustee shall not be
required to expend or risk its own funds or otherwise incur Liability in the
performance of any of its duties under this Agreement or the other Trust
Documents, or in the exercise of any of its rights or powers, if there shall be
reasonable grounds for believing that the repayment of such funds or adequate
indemnity against such risk or Liability is not reasonably assured to it, and
none of the provisions contained herein or therein shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of a Servicer hereunder or under any Servicing Agreement
except during such time, if any, as the Trustee shall be successor to, and be
vested with the rights, duties, powers and privileges of, the Servicer in
accordance with this Agreement or any other Trust Document.

         (c)      Except as otherwise authorized by the Trust Documents, the
Trustee shall take no action as to which it has been notified by a Beneficiary
or a Special Purpose Affiliate, or has actual knowledge, that such action would
impair the beneficial interests in the Trust, impair the value of any Trust
Asset or adversely affect the rating of any Rated Securities.

         (d)      All information obtained by the Trustee regarding the other
parties hereto or any of their respective Affiliates, or regarding the
administration of the Trust, the Lessees, the Leased Vehicles or the Leases,
whether upon the exercise of its rights under this Agreement, any other Trust
Document or otherwise, shall be maintained by the Trustee in confidence and
shall not be disclosed to any Person other than to the Trust Agent, the Grantor,
the Beneficiaries, the Servicer or any Special Purpose Affiliate, unless such
disclosure is required by applicable law or regulation or pursuant to valid
legal process, or unless such information is already otherwise publicly
available.

         Section 5.03. Certain Matters Affecting the Trustee. Except as
otherwise provided in this Agreement:

                  (a)      The Trustee may rely and shall be protected in acting
         or refraining from acting upon any resolution, Officer's Certificate,
         certificate of auditors or any other certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond or other paper or document reasonably believed by it to be genuine
         and to have been signed or presented by the proper party or parties;
         provided that it shall be obligated to examine each such item
         specifically required to be furnished to it pursuant to the Trust
         Documents to determine whether they conform to the requirements of this
         Agreement or the other Trust Documents, as applicable. In particular,
         whenever any Trust Document provides that the Trustee shall receive or
         may rely upon the instructions or directions of a Beneficiary or a
         Holder, any written instruction or direction purporting to bear the
         signature of any authorized signatory of such Beneficiary or Holder
         reasonably

                                       14



         believed by the Trustee to be genuine may be deemed by the Trustee to
         have been signed or presented by the proper party.

                  (b)      The Trustee may consult with counsel, and any Opinion
         of Counsel shall be full and complete authorization and protection in
         respect of any action taken or suffered or omitted by it hereunder in
         good faith and in accordance with such Opinion of Counsel.

                  (c)      Subject to Section 5.02(a), the Trustee shall be
         under no obligation to exercise any of the discretionary rights or
         powers vested in it by this Agreement or by any other Trust Document,
         or to institute, conduct or defend any litigation hereunder or in
         relation hereto or thereto, at the request, order or direction of one
         or more Beneficiaries or Holders pursuant to this Agreement or any
         other Trust Document, unless the Person or Persons making such request
         shall have offered the Trustee reasonable security or indemnity against
         any Liability, including reasonable fees and expenses of counsel, that
         may be incurred therein or thereby.

                  (d)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or document, unless
         requested in writing to do so by one or more Beneficiaries or Holders.
         Notwithstanding the foregoing, if the payment within a reasonable time
         to the Trustee of the Liability likely to be incurred by it in the
         making of such investigation is, in the opinion of the Trustee, not
         reasonably assured to it by the security afforded it by the terms of
         this Agreement or any other Trust Document, the Trustee may require
         reasonable indemnity against such Liability as a condition to so
         proceeding. The reasonable Liability relating to each such examination
         shall be paid by the Person(s) requesting such examination or, if paid
         by the Trustee, shall be reimbursed as a Trust Expense.

                  (e)      The Trustee may execute any of the trusts or powers
         or perform any duties under this Agreement or under the other Trust
         Documents either directly or by or through agents, attorneys, Trust
         Agents or custodians and shall not be liable for the negligence or
         willful misconduct of such agents, attorneys, Trust Agents or
         custodians appointed with due care.

                  (f)      The Trustee shall make a copy of this Agreement
         available for examination by the Holders and the Beneficiaries during
         normal business hours at the address specified in Section 8.03(iii), or
         at such other address as shall be designated by the Trustee in a
         written notice in accordance with Section 8.03(x).

         Section 5.04. Trustee Not Liable for Certificates or Leases. The
Trustee shall not have any obligation to perform any of the duties of the
Grantor or the Servicer unless explicitly set forth in this Agreement or any
other Trust Document to which the Trustee is a party. The Trustee shall not at
any time have any responsibility or Liability for or with respect to: (i) the
legality, validity and enforceability of any security interest in any Trust
Asset; (ii) the perfection or priority of such a security interest or the
maintenance of any such perfection and priority; (iii) the

                                       15



efficacy of the Trust or its ability to generate the payments to be distributed
to the Holders under the Trust Documents, including the existence, condition,
location and ownership of any Trust Asset; (iv) the existence and enforceability
of any Insurance Policy; (v) the existence and contents of any Lease or any
computer or other record thereof; (vi) the validity of the assignment of any
Trust Asset to the Trust or the Trustee on behalf of the Trust or of any
intervening assignment; (vii) the completeness, performance or enforcement of
any Lease; (viii) the compliance by the Grantor or the Servicer with any
covenant or the breach by the Grantor, any Beneficiary or the Servicer of any
warranty or representation in any Trust Document and the accuracy of any such
warranty or representation prior to the Trustee's receipt of notice or other
discovery of any noncompliance therewith or any breach thereof; (ix) any
investment of monies at the direction of the Servicer or any Loss resulting
therefrom; (x) the acts or omissions of any Dealer or other Person in connection
with the origination of any Lease; (xi) any action of the Servicer taken in the
name of the Trustee; or (xii) any action by the Trustee taken at the instruction
of the Servicer; provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement or the
other Trust Documents to which the Trustee is a party. Except with respect to a
Claim based on the Trustee's willful misconduct, bad faith or negligence, (i) no
recourse shall be had against the institution serving as Trustee in its
individual capacity for any Claim based on any provision of this Agreement or
any such other Trust Document, a Certificate or any Trust Asset or assignment
thereof and (ii) the Trustee shall not have any personal obligation, Liability
or duty whatsoever to any Holder or any other Person with respect to any such
Claim, and any such Claim shall be asserted solely against the Trust Assets or
any indemnitor that shall furnish indemnity as provided for in this Agreement or
in the other Trust Documents. The Trustee shall not be accountable for the use
or application by a Holder or a Special Purpose Affiliate of any Certificate(s)
or the proceeds thereof, or for the use or application of any funds properly
paid to the Servicer pursuant to any Servicing Agreement.

         Section 5.05. Indemnification of Trustee and Trust Agents. The Trustee
(and the Trust Agent, as applicable) shall be indemnified and held harmless out
of and to the extent of the Trust Assets with respect to any Loss incurred by
the Trustee arising out of or incurred in connection with (i) any Trust Assets
(including any Loss relating to Leases, Leased Vehicles, consumer fraud,
consumer leasing act violations, misrepresentation, deceptive and unfair trade
practices and any other Loss arising in connection with any Lease, personal
injury or property damage Claims arising with respect to any Leased Vehicle or
any Loss with respect to any Tax arising with respect to any Trust Asset) or
(ii) the acceptance or performance by the Trustee of the trusts and duties
contained in this Agreement or any other Trust Document, with any allocation of
such indemnification among the Trust Assets to be made as provided for in
Section 3.08 or in a Supplement; provided, however, that the Trustee shall not
be indemnified or held harmless out of the Trust Assets as to any such Loss (i)
for which the Servicer shall be liable pursuant to Section 6.02 or a
corresponding section of any Supplement (unless (A) the Servicer would be
entitled to reimbursement of such Loss from Trust Assets pursuant to a related
Servicing Agreement or (B) the Servicer shall not have paid such Loss upon the
final determination of its liability therefor), (ii) incurred by reason of the
Trustee's willful misconduct, bad faith or negligence or (iii) incurred by
reason of the Trustee's breach of Section 5.07(a)(i), Section 5.12 or its
representations and warranties pursuant to any Servicing Agreement. To the
extent that Trust Assets are employed to pay any Loss incurred by the Trustee
for which the Servicer is

                                       16



determined to be liable pursuant to Section 6.02 or a corresponding section of
any Supplement, the Trust shall be subrogated to all rights of the Trustee to
recover such Loss from the Servicer.

         Section 5.06. Trustee's Right Not to Act. Notwithstanding anything to
the contrary contained herein, the Trustee shall have the right to decline to
act in any particular manner otherwise provided for herein or in the other Trust
Documents if the Trustee, being advised in writing by counsel, determines in
good faith that such action may not lawfully be taken or would subject it to
personal Liability or be unduly prejudicial to the rights of any Holder; and
provided further, that nothing in this Agreement shall impair the right of the
Trustee to take any action deemed proper by it that is not inconsistent with
such otherwise required acts.

         Section 5.07. Qualification of Trustee.

         (a)      Except as otherwise provided in this Agreement, the Trustee
shall at all times be (i) a corporation organized under the laws of the United
States or any State (which corporation shall not be a Beneficiary or any
Affiliate thereof), (ii) qualified to do business in the States requested in
writing by the Servicer and (iii) otherwise acceptable to each Rating Agency.

         (b)      In the event the Trustee complies with Section 5.07(a) but has
its principal place of business outside of the State of Delaware, then there
shall at all times be a co-trustee appointed to act as the Delaware Trustee
pursuant to Section 3807 of the Delaware Act. The Delaware Trustee shall serve
as such for the sole purpose of satisfying the requirement of Section 3807 of
the Delaware Act that the Trust have at least one trustee with a principal place
of business in Delaware. It is understood and agreed by the parties hereto and
the Holders that the Delaware Trustee shall have none of the duties or
Liabilities of the Trustee. The duties of the Delaware Trustee shall be limited
to (i) accepting legal process served on the Trust in the State of Delaware and
(ii) the execution of any certificates required to be filed with the Delaware
Secretary of State which the Delaware Trustee is required to execute under
Section 3811 of the Delaware Act. To the extent that, at law or in equity, the
Delaware Trustee has duties (including fiduciary duties) or Liabilities relating
thereto to the Trust or the Holders, it is hereby understood and agreed by the
parties hereto and the Holders that such duties and Liabilities are replaced by
the duties and Liabilities of the Delaware Trustee expressly set forth in this
Agreement.

         Section 5.08. Resignation or Removal of Trustee.

         (a)      The Trustee may not at any time resign without the express
written consent of the UTI Beneficiary, which consent shall not be unreasonably
withheld.

         (b)      The UTI Beneficiary may remove the Trustee (i) if (A) at any
time the Trustee shall cease to be qualified in accordance with Section 5.07,
(B) any representation or warranty made by the Trustee pursuant to Section 5.12
shall prove to have been untrue in any material respect when made, but the
Trustee shall fail to resign after written request therefor by the UTI
Beneficiary, (C) at any time the Trustee shall be legally unable to act, or
shall be adjudged bankrupt or insolvent, (D) a receiver of the Trustee or of its
property shall be appointed or (E) any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation or (ii) at its discretion, subject
to

                                       17



Section 5.14(b). Upon the removal of the Trustee, the UTI Beneficiary shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee, together with payment of all fees and expenses
owed to the outgoing Trustee.

         (c)      Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to this Article shall not become effective until
acceptance of appointment by the successor Trustee.

         Section 5.09. Successor Trustee. Any successor Trustee appointed as
provided in Section 5.08 shall execute, acknowledge and deliver to the Servicer,
the predecessor Trustee, and each Beneficiary an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
such predecessor Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
Agreement and the other Trust Documents to which the Trustee is a party, with
like effect as if originally named as Trustee. The predecessor Trustee shall
deliver to the successor Trustee all documents held by it under this Agreement
and the other Trust Documents, and the predecessor Trustee and the other parties
to the Trust Documents shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations. No successor Trustee shall accept appointment as provided in this
Section unless, at the time of such acceptance, such successor Trustee shall be
eligible under Section 5.07. Upon acceptance of appointment by a successor
Trustee as provided in this Section, the successor Trustee shall mail notice of
its appointment under this Agreement to each Notice Party. The UTI Beneficiary
shall mail notice of the successor of such Trustee under this Agreement to each
related Holder. If the UTI Beneficiary fails to mail such notice within ten days
after acceptance of appointment by the successor Trustee, such successor Trustee
shall cause such notice to be mailed at the expense of UTI Beneficiary.

         Section 5.10. Merger or Consolidation of Trustee. The Trustee shall not
merge or consolidate with, or sell all or any substantial part of its assets to,
any other entity or Person without the express written consent of the UTI
Beneficiary. Any such entity (i) into which the Trustee may be merged or
consolidated, (ii) which may result from any merger, conversion or consolidation
to which the Trustee shall be a party or (iii) which may succeed to the
corporate trust business of the Trustee, and in each case which executes an
agreement of assumption to perform every obligation of the Trustee under this
Agreement, shall be the successor of the Trustee hereunder, provided such entity
shall be eligible pursuant to Section 5.07, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto other
than the written consent of the UTI Beneficiary. The Trustee shall give notice
to each Rating Agency prior to effecting any merger, conversion, consolidation
or other transaction described in this Section.

         Section 5.11. Co-Trustees, Separate Trustees, Nominees and Trust
Agents.

         (a)      Notwithstanding any other provision of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any Trust Assets may at

                                       18



the time be located or within which such Trust Assets are to be acquired, the
UTI Beneficiary and the Trustee, acting jointly, shall have the power to execute
and deliver all instruments to appoint one or more Persons to act as co-trustee,
jointly with the Trustee, or as a separate trustee or nominee holder of legal
title, of all or any part of such Trust Assets, and to vest in such Person, in
such capacity and for the benefit of the Related Beneficiary, the Holders and
their permitted assigns, such title to such Trust Assets, or any part thereof,
and, subject to the other provisions of this Section, such rights, powers,
duties, obligations, rights and trusts as the UTI Beneficiary and the Trustee
may consider necessary or desirable. No such co-trustee, separate trustee or
nominee holder of legal title shall be required to meet the terms of eligibility
as a successor Trustee pursuant to Section 5.09, except that no such co-trustee,
separate trustee or nominee holder of legal title under this Agreement may be a
Beneficiary or any Affiliate thereof.

         (b)      Each co-trustee, separate trustee and nominee holder of legal
title shall, to the extent permitted by law, be appointed and act subject to the
following provisions and conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred upon and exercised or
         performed by the Trustee and such co-trustee, separate trustee or
         nominee holder of legal title jointly (it being understood that such
         separate trustee or co-trustee is not authorized to act separately
         without the Trustee joining in such act), except to the extent that
         under any law of any jurisdiction in which any particular act or acts
         are to be performed (whether as Trustee under this Agreement or as
         successor to the Servicer under this Agreement or any Servicing
         Agreement), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust Assets or any
         portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such co-trustee, separate trustee or nominee holder
         of legal title, but solely at the direction of the Trustee;

                  (ii) no trustee or nominee holder of legal title hereunder
         shall be personally liable by reason of any act or omission of any
         other trustee or nominee holder of legal title hereunder; and

                  (iii) the UTI Beneficiary and the Trustee, acting jointly, may
         at any time accept the resignation of or remove any co-trustee,
         separate trustee or nominee holder of legal title.

         (c)      Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each co-trustee, separate trustee and
nominee holder of legal title, as effectively as if given to each of them. Every
instrument appointing any co-trustee, separate trustee or nominee holder of
legal title shall refer to this Agreement and the conditions of this Section.
Each co-trustee, separate trustee and nominee holder of legal title, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all provisions of this
Agreement, specifically including every provision relating to the conduct of,
affecting the Liability of or affording protection to, the Trustee. Each such
instrument shall be filed with the Trustee and a copy thereof given to the
Servicer and each Related Beneficiary.

                                       19



         Any co-trustee, separate trustee or nominee holder of legal title may
at any time, and shall, at the request of the Trustee, appoint the Trustee, the
Trust Agent or the Servicer its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any co-trustee,
separate trustee or nominee holder of legal title shall die, become incapable of
acting, resign or be removed, then all of its estates, properties, rights,
remedies and trusts relating to this Agreement and the Trust Assets shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. Notwithstanding anything to the
contrary in this Agreement, the appointment of any co-trustee, separate trustee
or nominee holder of legal title shall not relieve the Trustee of its
obligations and duties under this Agreement.

         (d)      The Trustee may enter from time to time into one or more Trust
Agency Agreements with a Trust Agent that is by experience and expertise
qualified to act in a trustee capacity and otherwise acceptable to the UTI
Beneficiary. The Trustee shall provide prompt notice of the appointment of each
Trust Agent (other than the initial Trust Agent) to each Notice Party. Except as
otherwise provided herein or in any related Trust Agency Agreement, the Trust
Agent shall be responsible for all duties and obligations of the Trustee
hereunder and under each other Trust Document to which the Trustee is a party,
and the Trustee hereby delegates to the Trust Agent all power and authority
delegable by the Trustee hereunder and thereunder in order better to be able to
carry out its duties as Trust Agent. Each Trust Agency Agreement shall specify
the duties, powers, Liabilities, obligations and compensation of the Trust Agent
to carry out on behalf of the Trustee all of its obligations as Trustee arising
under this Agreement or the other Trust Documents to which the Trustee is a
party and shall contain a non-petition covenant substantially identical to that
set forth in Section 8.08; provided, however, that nothing contained in any
Trust Agency Agreement shall excuse, limit or otherwise affect any power, duty,
obligation, Liability or compensation otherwise applicable to the Trustee
hereunder. Notwithstanding the foregoing or the provisions of any Trust Agency
Agreement, the Trustee shall replace any Trust Agent if (i) in the judgment of
the Related Beneficiary, the compensation or level of service of such Trust
Agent shall no longer be reasonably competitive with those of any alternative
agent reasonably proposed by the Related Beneficiary, (ii) the Trust Agent has
materially breached its obligations under the related Trust Agency Agreement and
the UTI Beneficiary or any Holder have given written notice to the Trustee and
the Trust Agent of such breach and the Trust Agent has not cured such breach in
all material respects within 30 Business Days thereafter or (iii) any Rating
Agency shall require the replacement of such Trust Agent. The Trustee hereby
engages U.S. Bank as the initial Trust Agent, the UTI Beneficiary hereby
consents to such appointment and U.S. Bank hereby accepts such engagement, with
all provisions of this Section relating to Trust Agents, together with Section
8.08, constituting a Trust Agency Agreement between U.S. Bank and the Trustee,
subject to any amendment or supplement thereto between such parties not
inconsistent herewith. So long as the Trustee is a Subsidiary of the Trust
Agent, the Trustee shall pay the Trust Agent reasonable compensation for its
services and shall provide such reimbursement of expenses as are separately
agreed to by the Trustee and the Trust Agent.

         The Trust Agent shall be entitled to all of the benefits, protections,
indemnities and rights of reliance set forth in this Agreement with regard to
the Trustee. The Trust Agent may resign

                                       20



hereunder upon giving 30 days' prior written notice to each Notice Party.
Notwithstanding the foregoing, unless otherwise agreed to by the Trustee and the
UTI Beneficiary, such resignation shall be effective only upon the appointment
of a successor Trust Agent in accordance with the terms hereof.

         Section 5.12. Representations, Warranties and Covenants of Trustee. The
Trustee hereby makes the following representations, warranties and covenants on
which the other parties hereto, their respective permitted assignees and
pledgees, each Holder (and beneficial owner of any portion of the related
Certificate in connection with a Securitized Financing) and each Beneficiary may
rely:

                  (i) The Trustee is a corporation, duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and is qualified to do business as a foreign corporation and is in good
         standing in each State identified in an Officer's Certificate of the
         Servicer delivered on the Effective Date. The Trustee shall promptly
         take or cause to be taken all such actions and execute and file or
         cause to be executed and filed all such instruments and documents, the
         cost of which shall be a Trust Expense, as may reasonably be required
         in order for the Trustee to qualify to do business and be in good
         standing in each other State identified in writing from time to time by
         a Beneficiary or the Servicer.

                  (ii) The Trustee has full power, authority and right to
         execute, deliver and, assuming that the filings set forth on an
         Officer's Certificate of the Servicer delivered on the Effective Date
         are sufficient to allow the Trustee to act as a trustee with respect to
         the Trust Assets, perform this Agreement in all material respects and
         has taken all necessary action to authorize the execution, delivery and
         performance by it of this Agreement.

                  (iii) This Agreement has been duly executed and delivered by
         the Trustee, and is a legal, valid and binding instrument enforceable
         against the Trustee in accordance with its terms.

                  (iv) Neither the execution and delivery of this Agreement or
         the other Trust Documents to which the Trustee is a party, the
         consummation of the transactions herein or therein contemplated, nor
         compliance with the provisions hereof or thereof, will conflict with or
         result in a breach of, or constitute a default (with notice or passage
         of time or both) under any provision of any judgment, decree or order
         binding upon the Trustee or the certificate of incorporation or bylaws
         of the Trustee or any provision of any material indenture, contract,
         agreement or other instrument to which the Trustee is a party or by
         which it is bound.

                  (v) The Trustee has not engaged, is not currently engaged and
         will not engage during the term of this Agreement in any activity other
         than serving as Trustee and in such ancillary activities as are
         necessary and proper in order to act as Trustee pursuant to this
         Agreement and the other Trust Documents.

                                       21



         Section 5.13. Trustee's Fees and Expenses. Except as otherwise provided
in the other Trust Documents, the Servicer shall, subject to reimbursement to
the extent provided in a related Servicing Agreement (i) pay the Trustee, the
Delaware Trustee and any other co-trustee reasonable compensation as shall be
agreed upon from time to time by the Trustee, the Delaware Trustee or any other
co-trustee, as the case may be, and the Servicer (and which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) for all services rendered by the Trustee, the Delaware Trustee or any
other co-trustee, as the case may be, in the execution of the Trust and in the
exercise and performance of any of the powers and duties under this Agreement
and the other Trust Documents to which it is a party and (ii) reimburse the
Trustee, the Delaware Trustee and any other co-trustee for all reasonable
expenses (including reasonable attorneys' fees) for the Trustee's, the Delaware
Trustee's or any other co-trustee's costs of qualification, periodic maintenance
of corporate franchises and qualifications (excluding Taxes payable in respect
of income earned by the Trustee, the Delaware Trustee or any other co-trustee),
annual board of directors' meetings and all necessary corporate filings.

         Section 5.14. Trustee Stock. U.S. Bank hereby makes the following
representations, warranties and covenants on which the other parties hereto,
their respective permitted pledgees and assigns and each Holder (and beneficial
owner of any portion of the related Certificate in connection with a Securitized
Financing) and Beneficiary may rely:

                  (i) All of the Trustee Stock is owned by U.S. Bank, free and
         clear of any Lien or other restriction, agreement or commitment of any
         kind (other than as provided for in this Agreement) that would in any
         way restrict its ability freely to transfer, convey and assign the
         Trustee Stock. All such Trustee Stock currently outstanding is (and any
         Trustee Stock that may be issued in the future will be) validly issued,
         fully paid and nonassessable and has not been (and will not be) issued
         in violation of any preemptive, first refusal or other subscription
         rights of any Person. There are no outstanding options, warrants,
         conversion rights, subscription rights, preemptive rights, exchange
         rights or other rights, agreements or commitments of any kind
         obligating U.S. Bank to sell any Trustee Stock or to issue any
         additional Trustee Stock to any Person. No additional Trustee Stock may
         be issued without the express written consent of the UTI Beneficiary.

                  (ii) For so long as U.S. Bank is acting as a Trust Agent
         pursuant to this Agreement or any Trust Agency Agreement, but subject
         to any applicable legal or regulatory requirements, it shall retain
         ownership of all of the Trustee Stock. If at any time (and for any
         reason, including U.S. Bank's resignation or termination as Trust Agent
         or the dissolution of the Trust) U.S. Bank either is no longer acting
         as a Trust Agent or is no longer able, due to legal or regulatory
         changes, to own the Trustee Stock or the Trustee would have to be
         removed pursuant to Section 5.08(b) as a result of its being owned by
         U.S. Bank, U.S. Bank shall (A) notify the UTI Beneficiary of such event
         and (B) sell to the designee of the UTI Beneficiary (which shall not be
         a Beneficiary or an Affiliate thereof), at the option of the UTI
         Beneficiary, without recourse except with respect to the
         representations, warranties and covenants contained herein, all of the
         Trustee Stock for the sum of $10 plus all Liquid Trustee Assets. Such
         designee shall have 120 days from the date of receipt of such notice in
         which to exercise such option and to consummate such acquisition,
         during which time U.S. Bank shall not offer for sale or sell any
         Trustee

                                       22



         Stock to any other Person. If such designee does not consummate such
         acquisition within such period, U.S. Bank may offer for sale or sell to
         any Person any or all of the Trustee Stock or may dissolve the Trustee;
         provided, however, that if, upon or in connection with U.S. Bank no
         longer being a Trust Agent, a successor Trust Agent shall be appointed
         by the Trustee, U.S. Bank shall next grant to such successor Trust
         Agent an option for it or its designee to buy the Trustee Stock without
         recourse except with respect to the representations, warranties and
         covenants contained herein, for the sum specified above. Such successor
         Trust Agent or its designee shall have 120 days from the date of
         receipt of such offer in which to exercise such option and consummate
         such acquisition, during which time no Trustee Stock may be offered for
         sale or sold to any Person other than such successor Trust Agent or its
         designee. Upon any timely exercise of the foregoing option to acquire
         the Trustee Stock, U.S. Bank shall promptly tender all Trustee Stock to
         such buyer at a time and place determined by the buyer, duly endorsed
         in blank or with duly endorsed stock powers attached, against payment
         of the purchase price. U.S. Bank shall pay any transfer or similar
         taxes arising from a transfer of the Trustee Stock as contemplated
         herein; provided, however, that the UTI Beneficiary shall pay such
         amounts if the Trustee is removed pursuant to Section 5.08(b)(ii).

         Section 5.15. Limitation of Liability of Trustee.

         (a)      Notwithstanding anything contained herein to the contrary, in
no event shall NILT, Inc., in its individual capacity, or any Trust Agent
appointed hereunder have any Liability for the representations, warranties,
covenants, agreements or other obligations of the Trust hereunder (other than
any certificate of authentication), as to all of which recourse shall be had
solely to the Trust Assets.

         (b)      For all purposes of this Agreement, in the performance of any
duties or obligations of the Trust hereunder, the Trustee and the Trust Agent
shall be subject to, and entitled to the benefits of, the terms and provisions
of Article Five.

         (c)      Except as otherwise indicated by context, any reference herein
to actions taken or amounts received in trust by the Trustee shall be deemed to
mean the Trustee, acting on behalf of the Trust and all Beneficiaries.

         (d)      The Trustee hereby acknowledges and agrees that NMAC owns all
rights to the name NILT, Inc.

                                       23


                                   ARTICLE SIX

                                  THE SERVICER

         Section 6.01. Duties and Powers of Servicer. The Servicer is hereby
appointed and authorized to act as attorney-in-fact for the Trust, and in such
capacity shall manage, service, administer, dispose of and make collections on
the Trust Assets with reasonable care, using that degree of skill and attention
that it exercises with respect to comparable assets that it services for itself
or others. The Trustee shall enter into any and all agreements as a Beneficiary
may, with the consent of the Servicer, direct in order to add, delete or amend
any or all of the obligations of the Servicer hereunder in respect of all or any
portion of the Related Trust Assets. The Servicer may retain subservicers or
agents to assist the Servicer in performing its servicing functions; provided,
however, that any delegation of duties to any subservicer or agent shall not
relieve the Servicer of any of its obligations hereunder. The Servicer shall
follow its customary standards, policies and procedures, as the same may change
from time to time, and, unless otherwise indicated herein or in any Servicing
Agreement, shall have full power and authority, acting alone, to take any action
in connection with such managing, servicing, administering, disposing of and
collecting that it may deem necessary or desirable in the interest of the Trust.
Without limiting the generality of the foregoing, the Servicer is hereby
authorized and empowered by the Beneficiaries and the Trust (i) to execute and
deliver, on behalf of the Trust, any and all instruments, certificates or other
documents necessary or advisable to record and maintain title to the Leased
Vehicles in the name of the Trust or the Trustee on behalf of the Trust and to
release interests of the Trust, the Trustee and the Beneficiaries in any Leased
Vehicle in connection with the sale or other disposition of such Leased Vehicle
as contemplated by this Agreement and the other Trust Documents, (ii) to give
all directions permitted to be given by the Servicer pursuant to this Agreement
and (iii) to apply for and maintain the licenses, permits and authorizations and
make the filings described in Section 5.01(c). The Servicer also shall be
responsible for creating, maintaining and amending the Schedule of Leases and
Leased Vehicles. The Servicer shall deliver to the Trustee (i) with respect to
the UTI, upon request, and (ii) with respect to any SUBI, as specified in the
related Supplement, a revised Schedule of Leases and Leased Vehicles. The
Servicer is hereby authorized, in its own name, in the name of the Trust or in
the name of the Trustee on behalf of the Trust, to commence, defend against or
otherwise participate in a Proceeding relating to or involving the protection or
enforcement of the interests of the Trust, the Trustee on behalf of the Trust, a
Beneficiary or a Holder in any Lease, Leased Vehicle or other Trust Asset. If
the Servicer shall commence, defend against or otherwise participate in a
Proceeding in its own name, then the Trust, the Trustee on behalf of the Trust,
such Holder or such Beneficiary shall thereupon be deemed to have automatically
assigned its interest in (including legal title to) each related Lease, Leased
Vehicle or other Trust Asset, as applicable, to the Servicer to the extent
necessary for purposes of such Proceeding. The Servicer is authorized and
empowered by the Trust to execute and deliver in the Servicer's name any
notices, demands, claims, complaints, responses, affidavits or other documents
or instruments in connection with any such Proceeding. The Trustee shall furnish
the Servicer with any powers of attorney and other documents and take any other
steps the Servicer may deem necessary or appropriate to enable it to carry out
its duties under this Agreement and the other Trust Documents. If in any
Proceeding it shall be held that the Servicer may not enforce the rights of the
Trust, the Trustee

                                       24



on behalf of the Trust, a Holder or a Beneficiary in any Lease, Leased Vehicle
or other Trust Asset on the grounds that it is not the real party in interest or
a holder entitled to enforce such Lease or other relevant document or
instrument, then the Trustee, on behalf of the Trust, shall, at the direction of
the Servicer, take steps to enforce the interest of the Trust, the Trustee on
behalf of the Trust, a Holder or a Beneficiary in such Lease, Leased Vehicle or
other Trust Asset, including bringing suit in its own name or in the name of the
Related Beneficiary or related Holder. The Servicer shall advance the costs or
expenses of any such action to the Trustee, subject to reimbursement to the
extent provided in any related Servicing Agreement.

         Section 6.02. Liability of Servicer; Indemnities.

         (a)      The Servicer shall be liable in accordance with this Agreement
and the other Trust Documents only to the extent of the obligations specifically
undertaken by the Servicer and shall have no other obligations or Liabilities
hereunder or thereunder. Such obligations shall include, with respect to this
Agreement, the obligation to indemnify, defend and hold harmless the following
parties; provided, that the Trustee and the Trust Agent shall not receive
payments hereunder to the extent they have been otherwise reimbursed for such
amounts:

                  (i) the Trust, the Trustee and the Trust Agent from and
         against (A) any and all Loss arising out of or resulting from the use
         or operation of any Leased Vehicle by the Servicer or any Affiliate
         thereof and (B) any Taxes that may at any time be asserted against the
         Trust, the Trustee or the Trust Agent with respect to the transactions
         contemplated by this Agreement (other than Taxes based on income
         payable to such Persons hereunder), including any sales, gross
         receipts, general corporation, tangible personal property, privilege or
         license Taxes and costs and expenses in defending against the same;

                  (ii) the Trust, the Trustee, the Trust Agent, the
         Beneficiaries and the Holders from and against any and all Loss to the
         extent such Loss arose out of, or was imposed upon, such Persons by
         reason of (A) the performance by the Servicer of its duties hereunder
         or (B) the disregard by the Servicer of its obligations and duties in
         each case hereunder or under any Servicing Agreement; and

                  (iii) the Trustee and the Trust Agent, from and against any
         Loss arising out of or incurred in connection with their acceptance or
         performance of the trusts and duties contained in this Agreement or any
         other Trust Document, except to the extent that any such Loss (A) is
         due to the willful misfeasance, bad faith or negligence (except for
         good faith errors in judgment) of the Trustee or the Trust Agent, (B)
         arises from the material breach by the Trustee or the Trust Agent of
         any of its obligations, representations or warranties set forth in this
         Agreement or in any Trust Agency Agreement or (C) arises out of or is
         incurred in connection with the performance by the Trustee of the
         duties of successor Servicer hereunder or under any Servicing
         Agreement.

         (b)      If the Servicer has made any indemnity payments pursuant to
this Section and the recipient thereafter collects any such amounts from others,
the recipient shall promptly repay such amounts collected to the Servicer,
without interest. Indemnification under this Section shall

                                       25



survive (i) any transaction described in Section 6.03 with respect to any Trust
Assets as of the date of such transaction and any act, occurrence or transaction
related thereto, whether arising before or after the date of such transaction
and (ii) the termination of this Agreement and the other Trust Documents.

         Section 6.03. Merger of Servicer; Appointment of Nominee. Any
corporation (i) into which the Servicer may be merged or consolidated, (ii)
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, (iii) succeeding to the business of the Servicer or (iv) more
than 50% of the voting stock of which is owned directly or indirectly by NMAC or
any Affiliate thereof and which is otherwise servicing motor vehicle leases or
retail installment sales contracts, which corporation in any of the foregoing
cases executes an agreement of assumption to perform every obligation of the
Servicer, shall be the successor to the Servicer without the execution or filing
of any paper or any further act on the part of any of the parties to this
Agreement.

         Section 6.04. Limitation on Liability of Servicer and Others.

         (a)      Except as otherwise provided in this Agreement and the other
Trust Documents, neither the Servicer nor any of its directors, officers,
employees or agents shall have any Liability to the Trust, the Trustee, the
Trust Agent, any Beneficiary, any Holder, any Registered Pledgee or any Special
Purpose Affiliate, for any action taken or for refraining from the taking of any
action pursuant hereto or thereto, or for any error in judgment. Notwithstanding
the foregoing, this provision shall not protect the Servicer or any such Person
against any Liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence (except errors in judgment) in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder or thereunder. The Servicer and its directors, officers,
employees and agents may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder or thereunder, and in so doing, shall
not be acting in bad faith or with negligence, willful misfeasance or reckless
disregard.

         (b)      Except as otherwise provided in this Agreement and the other
Trust Documents, the Servicer shall be under no obligation to appear in,
prosecute or defend any Proceeding that is not incidental to its duties to
service the Trust Assets in accordance herewith or therewith and that in its
opinion may involve it in any Liability. Notwithstanding the foregoing, the
Servicer may undertake any reasonable action that it may deem necessary or
desirable in respect of this Agreement and the other Trust Documents and the
rights and duties of the parties hereto or thereto and the interests of any
Beneficiary hereunder or thereunder. In such event, any Loss resulting from such
action shall be (i) a Trust Expense of the related Sub-Trust and (ii) a
Reimbursable Expense to the extent paid by the Servicer, and in each case shall
be allocated to the Related Trust Assets.

         Section 6.05. Servicer Not to Resign; Delegation of Duties.

         (a)      Subject to Section 6.03, the Servicer shall not resign from
the obligations and duties imposed on it by this Agreement as Servicer except
upon a determination that the

                                       26



performance of its duties under this Agreement is no longer permissible under
applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until a successor
servicer shall have assumed the responsibilities and obligations of the
Servicer. Neither the Trustee nor the Trust Agent shall be obligated to serve as
successor servicer under this Agreement except upon its prior written consent.

         (b)      Except as otherwise provided in this Agreement and the other
Trust Documents, the Servicer may not assign any of its rights, powers, duties
or obligations under this Agreement. Notwithstanding the foregoing, the Servicer
may make such an assignment in connection with a consolidation, merger,
conversion or other event made in compliance with Section 6.03.

         (c)      Except as otherwise provided in this Agreement and the other
Trust Documents, the duties and obligations of the Servicer under this Agreement
shall continue until this Agreement has been terminated as provided in Section
7.01, and shall survive the exercise by the Trustee of any right or remedy
under, or the enforcement by the Trustee of any provision of, this Agreement or
any other Trust Document.

         Section 6.06. Servicing Compensation. The Servicer shall receive such
fees and reimbursement for expenses with respect to the Trust Assets relating to
the UTI or a SUBI, as applicable, as may be agreed to from time to time between
the Servicer and the Related Beneficiary.

         Section 6.07. Powers of Attorney. The Servicer is hereby designated by
each of the Trust and the Trustee as its true and lawful attorney-in-fact, with
full power and authority to perform any and all acts related to managing,
servicing, administering, disposing of and collecting all or any part of the
Trust Assets and any and all acts otherwise required or permitted to be
performed by the Servicer under this Agreement and the other Trust Documents.
The Servicer is hereby authorized and empowered to execute and deliver, on
behalf and in the name of the Trustee or the Trust, any and all instruments,
certificates or other documents relating thereto. The Servicer shall also have
the right, power and authority to designate in writing other Persons as true and
lawful attorneys-in-fact for and on behalf of the Trustee and the Trust to do
anything that the Servicer has the power to do under this Agreement and the
other Trust Documents. Without limiting the generality of the foregoing, the
Servicer or any such Person designated by the Servicer is hereby authorized and
empowered by the Trustee and the Trust to (i) apply for and maintain the
licenses, permits and authorizations and make the filings described in Section
5.01(c) and (ii) execute and deliver, on behalf of the Trustee and the Trust,
any applications for or duplicates of Certificates of Title in the name of the
Trust or the Trustee on behalf of the Trust, any applications for registration
of Leased Vehicles or license plates, any applications for transfers of
Certificates of Title or transfers of registration for Leased Vehicles or
license plates and any other instruments, certificates or other documents which
the Servicer deems necessary or advisable to record, hold or release title to or
registration of Leased Vehicles in the manner provided for herein.

                                       27



         Section 6.08. Protection of Title to Trust.

         (a)      The Servicer shall maintain accounts and records as to legal
title to the Trust Assets (including records identifying the Sub-Trust to which
each Trust Asset is allocated) and any other assets held by the Trust accurately
and in sufficient detail to permit the reader thereof to know at any time the
status of such legal title.

         (b)      The Servicer shall maintain its computer systems such that its
master computer records (including any back-up archives) that refer to any
Leased Vehicle indicate clearly that legal title to such Leased Vehicle is held
by the Trust or the Trustee on behalf of the Trust as nominee holder of legal
title for the Related Beneficiary or the related Holders. Any reference to such
legal title shall be deleted from or modified on such computer systems when, and
only when, such legal title is no longer so held.

         (c)      If at any time the Servicer or a Related Beneficiary proposes
to sell, grant a security interest in or otherwise transfer any interest in any
Leased Vehicle to any prospective purchaser, lender or other transferee, all
computer tapes, records or print-outs (including any restored from back-up
archives) delivered by the Trustee to such prospective purchaser, lender or
other transferee that refer in any manner whatsoever to such Leased Vehicle
shall indicate clearly that legal title to such Leased Vehicle is held in the
name of the Trust or the Trustee on behalf of the Trust for the benefit of the
Related Beneficiary or the related Holder.

                                       28



                                  ARTICLE SEVEN

                           TERMINATION AND DISSOLUTION

         Section 7.01. Dissolution of the Trust.

         (a)      Subject to Section 7.03(b), the Trust shall continue in full
force and effect until the payment to each Holder or its designee of all amounts
required to be paid to it pursuant to this Agreement and the related
Certificates and the expiration or termination of all Securitized Financings by
their respective terms.

         (b)      Upon the occurrence of the events described in Section
7.01(a), after satisfaction of all obligations to creditors, if any, of the
Trust, the Trustee shall (i) distribute the Trust Assets to the Related
Beneficiary or its designee in accordance with this Agreement and the
Supplements; (ii) together with the Related Beneficiary, cause the Certificates
of Title to any Leased Vehicles so distributed to such Related Beneficiary to be
issued in the name of, or at the direction of, such Related Beneficiary and such
Related Beneficiary shall pay or cause to be paid all applicable titling and
registration fees and taxes; (iii) take such action as may be requested by a
Related Beneficiary in connection with the transfer of Related Trust Assets to
such Related Beneficiary or its designee, including the execution and delivery
of assignment forms appearing on the Certificates of Title or any other
instruments of transfer or assignment with respect to the related Leased
Vehicles; and (iv) file or cause to be filed a certificate of cancellation with
the Delaware Secretary of State pursuant to Section 3810(d) of the Delaware Act.
Upon the filing described in clause (iv), this Agreement shall terminate and the
Trustee shall be discharged from all duties and obligations hereunder.

         Section 7.02. Termination of Sub-Trusts.

         (a)      Subject to Section 7.03, this Agreement shall terminate with
respect to the Trust Assets allocated to a Sub-Trust, and not, except as
otherwise provided in a Supplement, as to any Trust Assets allocated to any
other Sub-Trust, upon the written direction by the Related Beneficiary to the
Trustee to revoke and terminate such Sub-Trust, following the satisfaction of
all obligations to creditors, if any, of such Sub-Trust, the payment to each
related Holder or its designee of all amounts required to be paid to it pursuant
to this Agreement and such Holder's Certificate, and the expiration or
termination of all related Securitized Financings by their respective terms.
Following such direction with respect to a Sub-Trust and the delivery of the
related Certificates to the Trustee for cancellation, the Trustee shall
distribute to the Related Beneficiary or its designee all Related Trust Assets
and shall cause the Certificates of Title to the related Leased Vehicles to be
issued in the name of, or at the direction of, such Related Beneficiary (which,
in the case of a SUBI, may include reallocation of the related SUBI Assets to
the UTI). The Related Beneficiary to which such Trust Assets are distributed
shall pay or cause to be paid all applicable titling and registration fees and
taxes.

         (b)      Upon the revocation and termination of a Sub-Trust, the
related Certificates shall be returned to the Trustee for cancellation. Such
revocation and termination shall not effect a

                                       29



revocation or termination of any other Sub-Trust in existence at the time of
such revocation and termination.

         Section 7.03. Beneficiary or Special Purpose Affiliate Bankruptcy.

         (a)      The bankruptcy, insolvency, dissolution or similar occurrence
of a Beneficiary or a Special Purpose Affiliate shall not, except as otherwise
provided in Section 7.03(b) or a related Supplement, (i) cause the dissolution
of the Trust or the termination of this Agreement with respect to the Trust or
any Sub-Trust, (ii) entitle the legal representatives of such Beneficiary or
Special Purpose Affiliate to claim an accounting or to take any action in any
court for a partition or winding up of the Trust or any Trust Assets other than
the Related Trust Assets or (iii) otherwise affect the rights, obligations or
Liabilities of the parties hereto.

         (b)      Upon the bankruptcy, insolvency, dissolution or similar
occurrence of the UTI Beneficiary, the UTI Sub-Trust shall dissolve with respect
to the UTI and the UTI Assets, but not with respect to any SUBI Sub-Trust or
SUBI Assets; provided however, that if pursuant to Section 3.04, the UTI
Beneficiary transfers a 1% ownership interest in the UTI to a Relevant
Bankruptcy Entity, the bankruptcy, insolvency, dissolution or similar occurrence
of the UTI Beneficiary shall not, except as otherwise provided in a related
Supplement, (i) cause the dissolution of the Trust or the termination of this
Agreement with respect to the Trust or any Sub-Trust, (ii) entitle the legal
representatives of such Beneficiary or Special Purpose Affiliate to claim an
accounting or to take any action in any court for a partition or winding up of
the Trust or any Trust Assets other than the Related Trust Assets or (iii)
otherwise affect the rights, obligations or Liabilities of the parties hereto.
Provided the UTI Beneficiary transfers a 1% ownership in the UTI to a Relevant
Bankruptcy Entity, upon the bankruptcy, insolvency, dissolution or similar
occurrence of such Relevant Bankruptcy Entity, the UTI Sub-Trust shall dissolve
with respect to the UTI and the UTI Assets, but not with respect to any SUBI
Sub-Trust or SUBI Assets, unless, within 90 days of such bankruptcy, insolvency,
dissolution or similar occurrence, (i) the UTI Beneficiary, in writing, (A)
agrees that the UTI shall not be dissolved and (B) designates an additional UTI
Beneficiary to serve as the Relevant Bankruptcy Entity, transfers to such
additional UTI Beneficiary a 1% ownership interest in the UTI and presents the
UTI Certificate evidencing its ownership interest in the UTI to the Trustee for
registration of transfer to such additional UTI Beneficiary of a 1% ownership
interest in the UTI, (ii) the Trustee registers such transfer and issues new UTI
Certificates to such Relevant Bankruptcy Entity evidencing their respective
interests and (iii) the additional Relevant Bankruptcy Entity delivers to the
Servicer, the Trustee and the UTI Beneficiary an agreement in form and substance
satisfactory to such Persons. In such event, the UTI Sub-Trust shall not
terminate with respect to the UTI or any UTI Assets.

                                       30



                                  ARTICLE EIGHT

                                  MISCELLANEOUS

         Section 8.01. Amendment. This Agreement, including the terms of the UTI
Certificates, may be amended or supplemented by written agreement among the UTI
Beneficiary, the Servicer, the Trustee, the Delaware Trustee (if such amendment
affects its rights or obligations hereunder as Delaware Trustee) and the Trust
Agent (if such amendment affects its rights or obligations hereunder as Trust
Agent), with the consent of each Beneficiary and Holder affected thereby;
provided, however, that the consent of a Holder shall not be required if (i) (A)
the purpose of such amendment or supplement is to cure any ambiguity, to correct
or supplement any provision of this Agreement that may be inconsistent with any
other provision of this Agreement, to add any provision that provides additional
rights to Holders or to ensure that none of the Trust or one or more
Beneficiaries is classified as an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes and (B) such amendment
or supplement will not, in the good faith judgment of the UTI Beneficiary and
the Servicer, materially and adversely affect the interest of any Holder or (ii)
an Opinion of Counsel is delivered to the Trustee to the effect that such
amendment or supplement will not materially and adversely affect the interest of
any Holder. After the first Securitized Financing, any such amendment shall
require such additional approvals, if any, as may be required under each related
Securitized Financing.

         Section 8.02. Governing Law. This Agreement shall be created under and
governed by and construed under the internal laws of the State of Delaware,
without regard to any otherwise applicable principles of conflicts of laws.

         Section 8.03. Notices. All demands, notices and communications under
this Agreement or any Supplement shall be in writing and shall be delivered or
mailed by registered or certified first class United States mail, postage
prepaid, return receipt requested, hand delivery, prepaid courier service or
telecopier, and addressed in each case as follows: (i) if to NILT Trust, as UTI
Beneficiary, at 990 West 190th Street, Suite 500, Torrance, California 90502
(telecopier no. (310) 324-2542), Attention: Treasurer, Nissan Motor Acceptance
Corporation, as Grantor of NILT Trust; (ii) if to the Servicer, at 990 West
190th Street, Torrance, California 90502 (telecopier no. (310) 719-6750),
Attention: Treasurer; (iii) if to the Trustee, in care of the Trust Agent at 111
East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (telecopier no. (312)
228-9401), Attention: NILT, Inc.; (iv) if to the Delaware Trustee, at Wilmington
Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware
19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust
Administration; (v) if to the Trust Agent, at 111 East Wacker Drive, Suite 3000,
Chicago, Illinois 60601 (telecopier no. (312) 228-9401), Attention: NILT, Inc.;
(vi) if to a Holder, at its address set forth in the related Certificate
Register; (vii) if to a Beneficiary (to the extent not duplicative of any of
clauses (i) through (vii) above, at its address set forth in the related SUBI
Supplement; (viii) if to Standard & Poor's and Standard & Poor's is a Rating
Agency, to 25 Broadway, New York, New York 10004, Attention: Asset Backed
Surveillance Group (telecopier no. (212) 208-0030); (ix) if to Moody's and
Moody's is a Rating Agency, to 99 Church Street, New York, New York 10007,
Attention: ABS Monitoring Department (telecopier no. (212) 553-7820); or (x)
with respect to any of the foregoing Persons,

                                       31


at such other address or telecopier number as shall be designated by such Person
in a written notice to the other parties hereto. Delivery shall occur only upon
actual receipt or rejected tender of such communication by an officer of the
recipient entitled to receive such notices located at the address or telecopier
number of such recipient for notices hereunder. A copy of all notices to the
Trustee shall be delivered to the Trust Agent.

         Section 8.04. Securitization Holders. To the extent that any entity
becomes a Securitization Holder, (i) such Securitization Holder shall exercise
its rights as a Holder hereunder only as directed or authorized pursuant to the
related Securitized Financing Documents and (ii) except with respect to a Claim
based on such Securitization Holder's willful misconduct, bad faith or
negligence, or to the extent otherwise expressly provided in such Securitized
Financing Documents, no recourse shall be had against the institution serving as
such Securitization Holder.

         Section 8.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement (including any
amendment or Supplement hereto) shall be for any reason whatsoever held invalid
or unenforceable, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions and terms
of this Agreement, as the same may be amended or supplemented, and shall in no
way affect the validity or enforceability of the other covenants, agreements,
provisions or terms of this Agreement or any amendment or Supplement hereto or
of any Certificate or the rights of any Holder.

         Section 8.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which counterparts shall together constitute but
one and the same instrument.

         Section 8.07. Successors and Assigns. All covenants and agreements
contained in this Agreement shall be binding upon, and inure to the benefit of,
the parties hereto, the Holders, the Beneficiaries and their respective
permitted successors and assigns. Any request, notice, direction, consent,
waiver or other instrument or action by a Holder or Beneficiary shall bind the
successors and assigns of such Holder or Beneficiary, as applicable.
Notwithstanding the foregoing, the Trustee may not assign or delegate any of its
rights or obligations under this Agreement, except as provided herein, without
the prior written consent of the UTI Beneficiary.

         Section 8.08. No Petition. Each of the parties hereto covenants and
agrees that prior to the date which is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not (and, to the fullest extent permitted by applicable law, the Trustee
shall not have the power to) institute against, or join any other Person in
instituting against, the Grantor, the Trustee, the Trust, any Special Purpose
Affiliate, any Beneficiary, any general partner of a Beneficiary or of a Special
Purpose Affiliate that is a partnership, any member of a Beneficiary or Special
Purpose Affiliate (or any of their respective general partners) that is a
limited liability company or any trustee of a Beneficiary or Special Purpose
Affiliate that is a trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation Proceeding or other Proceeding under any federal or
state bankruptcy or similar law.

                                       32


This Section shall survive the complete or partial termination of this
Agreement, the resignation or removal of the Trustee and the complete or partial
resignation or removal of the Servicer.

         Section 8.09. Table of Contents and Headings. The Table of Contents and
Article and Section headings herein are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.

         Section 8.10. Tax Reporting and Characterization.

         (a)      Consistent with the treatment of the Trust and each Sub-Trust
for tax purposes as a mere nominee holder of legal title, unless otherwise
required by appropriate taxing authorities, neither the Trust nor any Sub-Trust
shall file or cause to be filed any annual or other tax returns. In the event
the Trust, any Sub-Trust or the Trustee on behalf of the Trust is required to
file any tax returns, the Servicer shall prepare or cause to be prepared such
returns and shall deliver such returns to the Trustee for signature, unless
applicable law requires one or more Beneficiaries to sign such returns, in which
case the Servicer shall deliver such returns to such Beneficiaries for
signature.

         (b)      The parties hereto (i) intend that neither the Trust nor any
Sub-Trust shall constitute a separate entity for federal income or state income
or franchise tax purposes and that each Beneficiary shall be treated for such
tax purposes as if it owned the Related Trust Assets directly, rather than
through the Trust and (ii) agree to treat the Trust, each Sub-Trust and the
Related Trust Assets accordingly for federal income and state income and
franchise tax purposes. However, in the event the Trust or any Sub-Trust is
characterized as a separate entity for federal income or state income or
franchise tax purposes, the parties hereto intend that the Trust or such
Sub-Trust, as the case may be, shall qualify as a partnership for such tax
purposes that has elected out of partnership status under Section 761 of the
Code (and analogous state law tax provisions).

         Section 8.11. Certificates Nonassessable and Fully Paid. Except as
otherwise provided in a Supplement, the interests represented by the
Certificates shall be nonassessable for any Loss of the Trust or for any reason
whatsoever and, upon authentication thereof by the Trustee, each Certificate
shall be deemed fully paid.

         Section 8.12. Effect of Agreement; Delaware Co-Trustee Agreement. As of
the Effective Date, the Original Trust Agreement is amended and restated in its
entirety. The UTI Beneficiary, the Servicer, the Trustee and the Delaware
Trustee hereby agree that commencing on the Effective Date, all references in
the Delaware Co-Trustee Agreement to "Trust Agreement" shall be deemed to refer
to this Agreement and that the Delaware Co-Trustee Agreement, as so amended,
shall continue in full force and effect provided that this Agreement shall not
affect the Initial Beneficiary's and Servicer's obligations of indemnity until
such time as this Agreement is again amended and restated.

                                       33


                              ARTICLES NINE AND TEN

                                   [Reserved]

                                       34


         IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the
Trustee, the Delaware Trustee, and, solely for the limited purposes set forth in
Sections 5.03(e), 5.11(d), 5.14, 5.15, 8.01, 8.03 and 8.08, the Trust Agent,
have caused this Agreement to be duly executed by their respective officers as
of the day and year first above written.

                                     NILT TRUST,
                                       as Grantor and UTI Beneficiary

                                     By:    U.S. BANK TRUST NATIONAL
                                            ASSOCIATION, as Managing Trustee

                                     By: /s/ Patricia M. Child
                                         ------------------------
                                            Name:  Patricia M. Child
                                            Title: Vice President

                                     NISSAN MOTOR ACCEPTANCE
                                     CORPORATION,
                                        as Servicer

                                     By: /s/ Yasuro Osawa
                                         ------------------------
                                            Name:  Yasuro Osawa
                                            Title: Vice President, Finance

                                     NILT, INC.,
                                       as Trustee

                                     By: /s/ Patricia M. Child
                                         ------------------------
                                            Name:  Patricia M. Child
                                            Title: Vice President



                                     WILMINGTON TRUST COMPANY,
                                      as Delaware Trustee

                                     By: /s/ James P. Lawler
                                         ------------------------
                                            Name: James P. Lawler
                                            Title: Vice President

                                     U.S. BANK NATIONAL ASSOCIATION,
                                       as Trust Agent

                                     By: /s/ Patricia M. Child
                                         ------------------------
                                            Name:  Patricia M. Child
                                            Title: Vice President



                                                                       EXHIBIT A

                                   DEFINITIONS

         "Adjusted Capitalized Cost" means, with respect to any Lease and the
related Leased Vehicle, the Gross Capitalized Cost less the Capitalized Cost
Reduction, which amount is used in calculating the Monthly Payment.

         "Adjusted Lease Balance" means, with respect to any Lease and the
related Leased Vehicle as of any date, the Adjusted Capitalized Cost minus the
aggregate principal actually paid by or on behalf of the related Lessee on or
prior to such date; provided that the Lease Principal component of Payments
Ahead received but not yet applied shall not be considered to have been paid by
such Lessee.

         "Administrative Charge" means, with respect to any Lease, any payment
(whether or not part of the fixed monthly payment) payable to the related Lessor
representing a late payment fee, an Extension Fee, an Excess Mileage Fee, an
allocation to the related Lessee of insurance premiums, sales, personal property
or excise taxes or any other similar charge.

         "Adjusted Residual Value" means, with respect to any Extended Lease,
the value of the related Leased Vehicle at the Maturity Date as established or
assigned by the Servicer at the time of such extension.

         "Administrative Lien" means a first lien upon any Certificate of Title
deemed necessary and useful by the Servicer or by the UTI Beneficiary and the
Servicer solely to provide for delivery of title documentation to the Trustee or
its designee.

         "Administrative Lienholder" means each Person (other than a
Beneficiary), identified as such from time to time to the Trustee by the
Servicer, in whose name an Administrative Lien will be recorded.

         "Affected Trust Assets" has the meaning set forth in Section 3.08(b).

         "Affiliate" of any Person means any other Person that (i) directly or
indirectly controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any employee benefit plan) or (ii) is an officer, director,
member or partner of such Person. For purposes of this definition, a Person
shall be deemed to be "controlled by" another Person if such other Person
possesses, directly or indirectly, the power (i) to vote 5% or more of the
securities (on a fully diluted basis) having ordinary voting power for the
election of directors, members or managing partners of such Person or (ii) to
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

         "Agreement" means this Amended and Restated Trust and Servicing
Agreement, as amended, restated or supplemented from time to time.

                                      A-1


         "Assignment Agreement" means an agreement between NMAC and the Trust
pursuant to which NMAC assigns to the Trust its rights under each Dealer
Agreement described therein.

         "Beneficiaries" means, collectively, the Related Beneficiaries of all
Sub-Trusts, and "Beneficiary" means any of such Beneficiaries.

         "Book Value" means, with respect to any Lease and the related Leased
Vehicle as of any date, the Adjusted Capitalized Cost minus the aggregate Lease
Principal scheduled to have been received on or prior to such date.

         "Booked Residual Value" means, with respect to any Lease, the value of
the related Leased Vehicle at the Maturity Date as established or assigned by
the Servicer at the time of origination of such Lease in accordance with its
customary practices for the purpose of determining the Monthly Payment.

         "Business Day" means any day other than a Saturday, Sunday or day on
which commercial banking institutions in Torrance, California, Wilmington,
Delaware, Chicago, Illinois, New York, New York or the city in which the Trust
Office is located are authorized or obligated by law, executive order or
government decree to be closed.

         "Capital Contribution" means any capital contribution to the Trust made
by a Beneficiary, the Servicer or any of their respective Affiliates.

         "Capitalized Cost Reduction" means, with respect to any Lease and the
related Leased Vehicle, the total amount of any rebate, cash payment, net
trade-in allowance and non-cash credits that reduced the Gross Capitalized Cost
at the time of origination of such Lease.

         "Cash Value" means, with respect to any or all Trust Assets, as the
context may require, on any date, the sum of all cash and the aggregate Adjusted
Lease Balance of the Leases comprising such Trust Assets on such date.

         "Certificate" means a UTI Certificate or a SUBI Certificate, as the
context may require.

         "Certificate of Title" means a certificate of title or other evidence
of ownership of a Leased Vehicle issued by the Registrar of Titles in the
jurisdiction in which such Leased Vehicle is registered.

         "Certificate of Trust" means the certificate of trust for the Trust,
substantially in the form of Exhibit B, filed for the Trust with the office of
the Delaware Secretary of State pursuant to Section 3810 of the Delaware Act, as
supplemented, amended or restated from time to time.

         "Certificate Register" has the meaning set forth in Section 3.05.

         "Claims" means all liabilities, claims and expenses (including
reasonable legal and other professional fees and expenses).

         "Code" means the Internal Revenue Code of 1986, as amended.

                                      A-2


         "Collection Account" means, with respect to any Sub-Trust, the account
created, designated and maintained as such pursuant to Section 4.02(a).

         "Collection Period" means with respect to (i) the UTI, each calendar
month, beginning with the month prior to the month in which the Effective Date
occurs, and (ii) a SUBI, "Collection Period" as defined in the related SUBI
Servicing Supplement.

         "Co-Trustee Agreement" means any instrument or agreement pursuant to
which the Trustee and the UTI Beneficiary appoint a co-trustee pursuant to
Section 5.11.

         "Control" has the meaning set forth in Section 8-106 of the UCC.

         "Cutoff Date" shall have the meaning set forth in the related
Supplement.

         "Dealer" means a motor vehicle dealer that is a party to a Dealer
Agreement.

         "Dealer Agreement" means a lease plan agreement between a Dealer and
NMAC, which sets forth the respective rights and obligations of the parties with
respect to the origination of lease contracts by the Dealer.

         "Delaware Act" means the Delaware Business Trust Act, specifically, the
provisions of 12 Del. C. Section 3801 et seq., as amended.

         "Delaware Co-Trustee Agreement" means the Co-Trustee Agreement, dated
as of July 7, 1998, among the Grantor and UTI Beneficiary, the Servicer, the
Trustee and the Delaware Trustee, as amended pursuant to Section 8.12.

         "Delaware Secretary of State" means the Secretary of State of the State
of Delaware.

         "Delaware Trustee" means the trustee meeting the requirements of
Section 3807 of the Delaware Act and designated in the Certificate of Trust, and
its successors, in such capacity as set forth in the Certificate of Trust, and
shall initially be Wilmington Trust Company.

         "Effective Date" means August 26, 1998.

         "Eligible Lease" means a Lease, except as otherwise set forth in the
related Supplement or Servicing Agreement, having the characteristics set forth
in a letter from the UTI Beneficiary or a Related Beneficiary to the Trustee, as
amended from time to time.

         "Entitlement Holder" has the meaning set forth in Section 8-102(a)(7)
of the UCC.

         "Event of Default" means any event of default (after the expiration of
any applicable notice or cure periods), as such term (or similar term) is
defined in any Servicing Agreement or any Securitized Financing Document.

         "Excess Funds" means, as of any date of determination, the amount of
monies on deposit in all UTI Accounts or otherwise held by the Trustee in
respect of the UTI in excess of the amount required to (i) meet all existing
Liabilities of the Trust to be paid by or on behalf of the

                                      A-3


Holder of the UTI Certificate or the UTI Beneficiary (after taking into account
any transfers from one or more SUBI Accounts to the UTI Collection Account to be
made on such date) and (ii) be retained as reserves for reasonably anticipated
Liabilities of the Trust (after taking into account all transfers to be made
from any such SUBI Accounts to the UTI Collection Account in respect of such
SUBI's proportionate share of such anticipated Liability).

         "Excess Mileage Fee" means, with respect to any Lease or Leased
Vehicle, any applicable charge for excess mileage or excess wear and use.

         "Extended Lease" means any Lease that has had its original Maturity
Date extended by the Servicer.

         "Extension Fee" means, with respect to any Extended Lease, any payment
required to be made by the Lessee in connection with the extension of such
Lease.

         "FDIC" means the Federal Deposit Insurance Corporation, and its
successors.

         "FNMA" means the Federal National Mortgage Association, and its
successors.

         "Grantor" means NILT Trust, in its capacity as a grantor of the Trust.

         "Gross Capitalized Cost" means, with respect to any Lease and the
related Leased Vehicle, the amount agreed to by the Lessee at the time of
origination of such Lease as the value of the Leased Vehicle and any items that
are capitalized during the term of such Lease, including acquisition fees,
taxes, insurance, service agreements and any outstanding balance from a prior
motor vehicle loan or lease contract.

         "Holder" means, with respect to any Certificate, the Person listed in
the Certificate Register as the registered owner thereof; provided, that a
Registered Pledgee shall be entitled to exercise any or all of the rights or
powers of a Holder of a Certificate hereunder, including receiving
distributions, providing notices or giving consents, to the extent such
entitlement is set forth in such Holder's registration of pledge or the
documents relating to such pledge.

         "Insurance Costs" means, with respect to any Insurance Policy, the
premiums therefor, any deductibles, the cost of self-insurance and any
coinsurance payments.

         "Insurance Policy" means any insurance policy (including any
self-insurance), including any residual value insurance policy, guaranteed
automobile protection policy, comprehensive, collision, public liability,
physical damage, personal liability, contingent and excess liability, accident,
health, credit, life or unemployment insurance or any other form of insurance or
self-insurance, to the extent that any such policy or self-insurance covers or
applies to the Trust, any Sub-Trust, any Lease, any Leased Vehicle or the
ability of a Lessee to make required payments with respect to the related Lease
or the related Leased Vehicle.

         "Insurance Proceeds" means, with respect to any Leased Vehicle, Lease
or Lessee, recoveries paid to the Servicer, the Trust or the Trustee on behalf
of the Trust under an Insurance Policy and any rights thereunder or proceeds
therefrom (including any self-insurance).

                                      A-4


         "Issuer" shall have the meaning set forth in the related Securitized
Financing Documents.

         "Lease" means any lease contract for a Leased Vehicle assigned to the
Trust or to the Trustee on behalf of the Trust.

         "Lease Agreement" means with respect to any Lease, the related Dealer
Agreement or Assignment Agreement.

         "Lease Charge" means, with respect to any Lease and any month, the
portion of the Monthly Payment equal to the product of (i) the Book Value as of
the end of the immediately preceding month (or, in the case of the first month,
as of the date of origination of such Lease) and (ii) 1/12 of the related Lease
Factor.

         "Lease Factor" means, with respect to any Lease, a per annum yield
determined by the Servicer at the time of origination of such Lease in
accordance with its customary practices.

         "Lease Principal" means, with respect to any Lease, that portion of the
Monthly Payment that is not a Lease Charge.

         "Leased Vehicle" means a new or used Nissan or Infiniti automobile,
sport utility vehicle, minivan or light-duty truck, together with all
accessories, parts and additions constituting a part thereof, and all accessions
thereto, leased to a Lessee pursuant to a Lease.

         "Lessee" means each Person that is a lessee under a Lease, including
any Person that executes a guarantee on behalf of such lessee.

         "Lessor" means each Person that is the lessor under a Lease or the
assignee thereof, including the Trust.

         "Liability" means any liability or expense, including any
indemnification obligation.

         "Lien" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens, any liens that
attach to property by operation of law and statutory purchase liens to the
extent not past due.

         "Liquid Trustee Assets" means the face value of any cash or cash
equivalents held by the Trustee for its own account, up to but not exceeding its
net worth as set forth on its financial books and records.

         "Liquidation Proceeds" means gross amounts received by the Servicer in
connection with the attempted realization of the full amounts due or to become
due under any Lease, whether from the sale or other disposition of the related
Leased Vehicle (irrespective of whether or not such proceeds exceed the related
Residual Value), the proceeds of repossession or any collection effort, the
proceeds of recourse or similar payments payable under the related Lease
Agreement, receipt of Insurance Proceeds, application of the related Security
Deposit or otherwise.

                                      A-5


         "Loss" means any loss, liability, claim, damage or reasonable expense,
including reasonable fees and expenses of counsel and reasonable expenses of
litigation.

         "Maturity Date" means, with respect to any Lease, the date on which
such Lease is scheduled to terminate as set forth in such Lease at its date of
origination or, in the case of an Extended Lease, the revised termination date.

         "Monthly Payment" means, with respect to any Lease, the amount of each
fixed monthly payment payable to the Lessor in accordance with the terms
thereof, net of any portion of such fixed monthly payment that represents an
Administrative Charge.

         "Moody's" means Moody's Investors Service, Inc., and its successors.

         "NMAC" means Nissan Motor Acceptance Corporation, a California
corporation, and its permitted successors and assigns.

         "Notice Party" means, with respect to any notice, each notice party
specified in Section 8.03 at the address and in the manner provided for therein.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board of Directors, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of any specified
Person (which, in the case of a (i) limited liability company, shall be any of
the foregoing officers of a member, (ii) partnership, shall be any of the
foregoing officers of the managing general partner or, if there is no managing
general partner, any general partner or (iii) trust, shall be any of the
foregoing officers of the owner of the trust) and delivered to any other
specified Person.

         "Opinion of Counsel" means a written opinion of counsel who may, except
as otherwise expressly provided in the Trust Documents or related Securitized
Financing Documents, be counsel for a Beneficiary, the Servicer or any of their
respective Affiliates (including, in each such case, in-house counsel), which
counsel, in the case of opinions delivered to the Trustee, shall be reasonably
satisfactory to the Trustee.

         "Original Trust Agreement" has the meaning set forth in the Recitals.

         "Other SUBI" means, with respect to a SUBI, any SUBI other than such
SUBI.

         "Other SUBI Assets" means all Trust Assets allocated to an Other SUBI.

         "Other SUBI Certificate" means a SUBI Certificate relating to an Other
SUBI.

         "Payahead Account" means, with respect to any Sub-Trust, the account
created, designated and maintained as such pursuant to Section 4.02(a).

         "Payment Ahead" means any payment of all or a part of one or more
Monthly Payments remitted by a Lessee with respect to a Lease in excess of the
Monthly Payment due with respect

                                      A-6


to such Lease, which amount the Lessee has instructed the Servicer to apply to
Monthly Payments due in one or more subsequent Collection Periods.

         "Payment Date" means, as to each Lease, the date each month on which
Monthly Payments are due under the terms of the Lease.

         "Permitted Investments" means, at any time with respect to a Sub-Trust,
any one or more of the following obligations, instruments or securities:

                  (i)      obligations of, and obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency thereof, provided such obligations are backed by the full
         faith and credit of the United States;

                  (ii)     general obligations of or obligations guaranteed by
         FNMA or any State; provided that, if any related Rated Securities are
         outstanding, such obligations have the highest available credit rating
         from each Rating Agency for such obligations;

                  (iii)    securities bearing interest or sold at a discount
         issued by any corporation incorporated under the laws of the United
         States or of any State; provided, that if any related Rated Securities
         are outstanding, at the time of such investment or contractual
         commitment providing for such investment, either (a) the long-term
         unsecured debt of such corporation has the highest available rating
         from each Rating Agency for such obligations or (b) the commercial
         paper or other short-term debt of such corporation that is then rated
         has the highest available credit rating of each Rating Agency for such
         obligations;

                  (iv)     certificates of deposit issued by any depository
         institution or trust company (including the Trust Agent or, if there is
         no Trust Agent, the Trustee) incorporated under the laws of the United
         States or any State and subject to supervision and examination by
         banking authorities of one or more of such jurisdictions; provided
         that, if any related Rated Securities are outstanding, the short-term
         unsecured debt obligations of such depository institution or trust
         company has the highest available credit rating of each Rating Agency
         for such obligations;

                  (v)      certificates of deposit that are issued by any bank,
         trust company, savings bank or other savings institution and fully
         insured by the FDIC;

                  (vi)     investments in money market funds (including funds
         for which the Trustee, the Trust Agent or any of their respective
         Affiliates is investment manager or advisor) having a rating from
         Standard & Poor's of AAA-m or AAAm-G and from Moody's of Aaa;

                  (vii)    repurchase obligations held by the Trustee or, if
         there is a Trust Agent, by the Trust Agent, with respect to any
         obligation or security described in clauses (i), (ii) or (viii) hereof
         or any other obligation or security issued or guaranteed by any other
         agency or instrumentality of the United States, in either case entered
         into with a federal agency or

                                      A-7


         a depository institution or trust company (acting as principal)
         described in clause (iv) above; and

                  (viii)   such other obligations, instruments or securities as
         may be directed by the Servicer; provided, that if any Rated Securities
         are outstanding, such obligations, instruments or securities shall be
         acceptable to each relevant Rating Agency, as evidenced by a letter
         from such Rating Agency to the Trustee to the effect that investments
         of such type will not result in a Ratings Effect;

provided, that except as provided in a related Supplement or Servicing Agreement
(including any related Servicing Supplement), each of the foregoing obligations,
instruments and securities shall mature no later than the Business Day prior to
the date on which such funds are required to be available for application
pursuant to any related Trust Document or Securitized Financing Document (other
than in the case of the investment of monies in obligations, instruments or
securities of which the entity at which the related account is located is the
obligor, which may mature on such date), and shall be required to be held to
such maturity.

         Notwithstanding the foregoing, (i) no Permitted Investment may be
purchased at a premium and (ii) no obligation or security may be a "Permitted
Investment" unless (a) the Trustee has Control over such obligation or security
and (b) at the time such obligation or security was delivered to the Trustee or
the Trustee became the related Entitlement Holder, the Trustee did not have
notice of any adverse claim with respect thereto within the meaning of Section
8-105 of the UCC.

         For purposes of this definition, any reference to the highest available
credit rating of an obligation shall mean the highest available credit rating
for such obligation (excluding any "+" signs associated with such rating) or
such lower credit rating (as approved in writing by each Rating Agency) as will
not result in a Rating Event.

         "Person" means any legal person, including any individual, corporation,
partnership, joint venture, association, limited liability company, joint stock
company, trust, business trust, bank, trust company, estate (including any
beneficiaries thereof), unincorporated organization or government or any agency
or political subdivision thereof.

         "Proceeding" means any suit or action at law or in equity or any other
judicial or administrative proceeding, including any bankruptcy proceeding.

         "Rated Securities" means, with respect to a Securitized Financing, each
class or series of Securities that has been rated by one or more Rating Agencies
at the request of the Grantor, a Beneficiary or any of their respective
Affiliates.

         "Rating Agency" means each nationally recognized rating agency
identified in a related Supplement that issues a rating on Rated Securities at
the request of the Grantor, a Beneficiary or any of their respective Affiliates.

                                      A-8


         "Ratings Effect" means, with respect to any Rated Securities, the
qualification, downgrading or withdrawal of the rating then assigned to such
Rated Securities by a related Rating Agency.

         "Registered Pledgee" means, with respect to any Certificate, the Person
listed in the Certificate Register as the registered pledgee of such
Certificate.

         "Registrar of Titles" means the applicable department, agency or
official in a State responsible for accepting applications and maintaining
records relating to Certificates of Title and Liens thereupon.

         "Reimbursable Expense" means an amount paid or incurred or advanced by
the Servicer to pay fees, costs or other sums for which the Servicer may be
reimbursed from Trust Assets.

         "Relevant Bankruptcy Entity" means the Special Purpose Affiliate to
which the UTI Beneficiary transfers a 1% beneficial ownership of the UTI
pursuant to Section 3.04 or Section 7.03(b).

         "Related Beneficiary" means, with respect to (i) the UTI, the UTI
Beneficiary, and (ii) a SUBI, the Person or Persons designated as a Beneficiary
of such SUBI in the related SUBI Supplement, in each case together with their
permitted successors and assigns.

         "Related Trust Assets" means, with respect to a Sub-Trust, the related
Leases, Leased Vehicles and other Trust Assets held by the Trust as nominee
holder of legal title for the benefit of the Related Beneficiary and the Holders
of the related Certificates.

         "Required Deposit Rating" means, with respect to any entity and Trust
Account, that (i) the short-term unsecured debt obligations of such entity are
rated in the highest short-term rating category by each Rating Agency (excluding
any "+" signs associated with such rating) or (ii) such entity is a depository
institution or trust company having a long-term unsecured debt rating acceptable
to each Rating Agency and corporate trust powers and the related Trust Account
is maintained in a segregated trust account in the corporate trust department of
the related entity.

         "Residual Value" means, with respect to any Lease, its Booked Residual
Value or Adjusted Residual Value, as the case may be.

         "Residual Value Surplus Account" means, with respect to any Sub-Trust,
the account created, designated and maintained as such pursuant to Section
4.02(a).

         "Responsible Officer" means, when used with respect to the Trustee or a
Trust Agent, any officer in the corporate trust office of the Trust Agent or, if
there is no Trust Agent, the corporate trust office of the Trustee, including
any president, vice president, assistant vice president, trust officer,
secretary, assistant secretary or any other officer thereof customarily
performing functions similar to those performed by the individuals who at the
time shall be such officers, respectively, or to whom any corporate trust matter
is referred because of his or her knowledge of or familiarity with the
particular subject.

                                      A-9


         "Schedule of Leases and Leased Vehicles" means the microfiche,
microfilm, paper or computer list of Leases and the related Leased Vehicles that
are included as Trust Assets, as such list may be revised and supplemented from
time to time pursuant to Section 6.01, and which shall set forth the following
information with respect to each such Lease and Leased Vehicle in separate
columns:

                                                        
Lease Number                                        Residual Value
Date of Origination                                 Security Deposit
Maturity Date                                       Sub-Trust to which Lease is assigned
Monthly Payment                                     Vehicle Identification Number
Payment Date                                        Model Year
Adjusted Capitalized Cost                           Make
Adjusted Lease Balance as of the last day of the    Model
  immediately preceding month
                                                    Lessee Name
                                                    Lessee Address



         "Securitization Holder" means any entity that, in connection with a
Securitized Financing, becomes a Holder by being, pursuant to the related
Securitized Financing Documents, the Holder (or a Registered Pledgee authorized
to exercise certain rights of a Holder) of a Certificate solely in a trust
capacity.

         "Securitized Financing" means any (i) financing transaction undertaken
by a Beneficiary or a Special Purpose Affiliate that is secured, directly or
indirectly, by Trust Assets or the UTI, a SUBI or any interest therein and any
financing undertaken in connection with the issuance, pledge or assignment of
the UTI or a SUBI and the related UTI Certificate or SUBI Certificate, as the
case may be, (ii) any sale, lease or other transfer by a Beneficiary or a
Special Purpose Affiliate of an interest in the UTI or a SUBI or (iii) any other
asset securitization, secured loan or similar transaction involving Trust Assets
or any beneficial interest therein or in the Trust.

         "Securitized Financing Documents" means, with respect to a Securitized
Financing, each indenture, trust agreement, pooling and servicing agreement,
administration agreement, servicing agreement, program operating lease,
assignment or transfer agreement and each other operative document related to
such Securitized Financing.

         "Security" means, with respect to a Securitized Financing, any security
issued by or on behalf of the related Issuer.

         "Security Deposit" means, with respect to any Lease, the refundable
security deposit specified in such Lease.

         "Servicer" means NMAC (or any successor entity named as such in a
Servicing Agreement), and its successors and permitted assigns.

                                      A-10


         "Servicing Agreement" means any servicing agreement among the Trust,
the Servicer and one or more Beneficiaries, as amended, supplemented or modified
from time to time.

         "Servicing Supplement" means either a UTI Servicing Supplement or a
SUBI Servicing Supplement, as the context may require.

         "Special Purpose Affiliate" means a special purpose entity that is an
Affiliate of a Beneficiary and was created for the purpose of one or more
Securitized Financings.

         "Standard & Poor's" means Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "State" means any state of the United States, Puerto Rico or the
District of Columbia.

         "Sub-Trust" has the meaning set forth in Section 3.01(b).

         "SUBI" has the meaning set forth in Section 3.01(a).

         "SUBI Account" means each Trust Account created with respect to a
particular SUBI.

         "SUBI Assets" has the meaning set forth in Section 3.01(a).

         "SUBI Certificate" has the meaning set forth in Section 3.02(a).

         "SUBI Collection Account" means, with respect to a SUBI, the related
Collection Account created, designated and maintained as such pursuant to
Section 4.02(a).

         "SUBI Lease" means a Lease that has been allocated to a SUBI pursuant
to a Securitized Financing.

         "SUBI Lease Account" has the meaning set forth in Section 4.05.

         "SUBI Servicing Supplement" means any supplement or amendment to a
Servicing Agreement entered into from time to time relating to a particular SUBI
or SUBI Certificate and the servicing of the related SUBI Assets which
supplement or amendment sets forth any special responsibilities or obligations
the Servicer may be required to undertake in connection therewith.

         "SUBI Supplement" means any supplement or amendment to this Agreement
executed from time to time in connection with the creation and issuance of a
particular SUBI.

         "SUBI Leased Vehicle" means a Leased Vehicle that has been allocated to
a SUBI pursuant to a Securitized Financing.

         "Subsidiary" means any corporation or other entity, with respect to
which capital stock or other ownership interests having ordinary voting power to
elect a majority of the board of directors, members or other Persons performing
similar functions, is at the time directly or indirectly owned by the Trust
Agent either directly or through Subsidiaries.

                                      A-11


         "Supplement" means either a UTI Supplement or a SUBI Supplement.

         "Tax" or "Taxes" means any and all taxes, including but not limited to,
net income, franchise, value added, ad valorem, gross income, gross receipts,
sales, use, property (personal and real and tangible and intangible), stamp
taxes, levies, imposts, duties, charges, assessments or withholdings of any
nature whatsoever, together with any and all penalties, fines, additions to tax
and interest imposed by any federal, state, local or foreign government or
political subdivision thereof.

         "Titling Grace Period" means, with respect to a Sub-Trust, the period
of time by the end of which any related Leased Vehicles that are not yet titled
in the name of the Trust or the Trustee on behalf of the Trust must be titled in
the name of the Trust or in the name of the Trustee on behalf of the Trust as
set forth in the related Supplement in order to be included in such Sub-Trust.
If a Supplement does not contain a Titling Grace Period, no such grace period
shall apply with respect to the related Sub-Trust and the Related Trust Assets.

         "Trust" means Nissan-Infiniti LT and its successors.

         "Trust Account" means a Collection Account, a Residual Value Surplus
Account, a Payahead Account, a SUBI Lease Account or such other account as may
be specified in a related Supplement or Servicing Agreement, as the context may
require.

         "Trust Agency Agreement" means an agency agreement entered into
pursuant to Section 5.11(d) between the Trustee and a Trust Agent pursuant to
which the Trustee appoints a Trust Agent.

         "Trust Agent" means U.S. Bank, in its capacity as initial Trust Agent,
and any other Person with which the Trustee contracts to act as its agent with
respect to carrying out its duties pursuant to a Trust Agency Agreement.

         "Trust Assets" means: (i) cash capital; (ii) the Leases; (iii) the
Leased Vehicles and all proceeds thereof, including (A) payments made in respect
of the Residual Values thereof, (B) proceeds of the sale or other disposition of
the Leased Vehicles to Lessees or others upon expiration or termination of the
Leases and (C) payments in respect of the Leased Vehicles under any Insurance
Policy; (iv) the Certificates of Title; (v) all rights (but not obligations) of
the Trust, NMAC and the related Lessors or Dealers with respect to the Leases
and the Leased Vehicles, including rights to (A) any incentive or other payments
made by any Person to fund a portion of the payments made related to a Lease or
a Leased Vehicle and (B) proceeds arising from any repurchase obligations
arising under any Lease Agreement; (vi) any Security Deposit related to a Lease
to the extent not payable to the Lessee pursuant to such Lease; (vii) all
Insurance Proceeds and Liquidation Proceeds; (viii) such other assets as may be
designated "Trust Assets" in a Supplement; and (ix) all proceeds of the items
described in clauses (i) through (viii).

         "Trust Asset Transfer" means the allocation, in connection with a
Securitized Financing and in accordance with the terms of the related
Securitized Financing Documents, of any Leases and Leased Vehicles from
previously unallocated Trust Assets to a SUBI after such SUBI's

                                      A-12


initial creation; provided, that such allocation will not, in and of itself,
cause or result in an Event of Default under such Securitized Financing
Documents.

         "Trust Documents" means this Agreement, any Co-Trustee Agreement, the
Certificate of Trust, any Supplement, any Servicing Agreement, any Servicing
Supplement, each Assignment Agreement and any Trust Agency Agreement.

         "Trust Expenses" means, for any period, all expenses of the Trust other
than servicing compensation payable to and expenses incurred by the Servicer,
including fees and expenses of the Trustee, any co-trustee, separate trustee or
nominee holder of legal title, the Trust Agent and the Delaware Trustee
(excluding Taxes payable in respect of income earned by any thereof), and, if
not paid by the Servicer, Insurance Costs and Taxes relating to Trust Assets, in
each case incurred during or with respect to such period.

         "Trust Office" means the principal office of the Trust, which initially
shall be 990 West 190th Street, Suite 500, Torrance, California 90502.

         "Trustee" means NILT, Inc., a Delaware corporation, as trustee of the
Trust, and its successors.

         "Trustee Stock" means the issued and outstanding capital stock of the
Trustee as of the Effective Date, together with any additional capital stock of
the Trustee that may be issued from time to time thereafter.

         "UCC" means the Uniform Commercial Code as in effect in the applicable
jurisdiction.

         "United States" means the United States of America, its territories and
possessions and areas subject to its jurisdiction.

         "U.S. Bank" has the meaning set forth in the Preamble.

         "UTI" has the meaning set forth in Section 3.01(a).

         "UTI Account" means each Trust Account created with respect to the UTI.

         "UTI Assets" has the meaning set forth in Section 3.01(a).

         "UTI Beneficiary" means (i) NILT Trust in its capacity as initial
beneficiary of the Trust and its permitted successors and assigns or (ii) any
other UTI Beneficiary that becomes a party to this Agreement pursuant to
Sections 3.04(a)(ii) and 7.03(b).

         "UTI Certificate" has the meaning set forth in Section 3.03.

         "UTI Collection Account" means, with respect to the UTI, the account
created, designated and maintained as such pursuant to Section 4.01(a).

         "UTI Lease" means a Lease that has not been allocated to a SUBI.

                                      A-13


         "UTI Pledge" means a pledge of, and a grant of a security interest in,
the UTI, a UTI Certificate or any interest therein, in connection with a
Securitized Financing.

         "UTI Pledge Default Notice" means the Trustee has actual knowledge or
has received notice from the Servicer or the Registered Pledgee of a UTI Pledge
to the effect that there is a default with respect to a Securitized Financing
secured by such UTI Pledge.

         "UTI Servicing Supplement" means any supplement or amendment to the
Servicing Agreement entered into from time to time relating to the UTI or a
particular UTI Certificate and the servicing of the related UTI Assets.

         "UTI Supplement" means any supplement or amendment to this Agreement
entered into from time to time in connection with the UTI or a UTI Pledge
pursuant to Section 3.03.

         "UTI Leased Vehicle" means a Leased Vehicle that has not been allocated
to a SUBI.

                                      A-14


                                                                       EXHIBIT B

                   CERTIFICATE OF TRUST OF NISSAN-INFINITI LT

         This Certificate of Trust of Nissan-Infiniti LT (the "Trust"), is being
duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee, and NILT, Inc., a Delaware corporation, as
managing trustee, to form a business trust under the Delaware Business Trust Act
(12 Del. C. Section 3801 et seq.).

         (a)      Name. The name of the business trust formed hereby is
Nissan-Infiniti LT.

         (b)      Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

         (c)      Series Trust. The Trust shall be a series trust and the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally or
any other series.

         (d)      Effective Date. This Certificate of Trust shall be effective
upon filing with the Secretary of State of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a) of the Act.

                                            WILMINGTON TRUST COMPANY, as Trustee

                                            By: ________________________________
                                                   Name:
                                                   Title:

                                            NILT, INC., as Trustee

                                            By: ________________________________
                                                   Name:
                                                   Title:

                                      B-1


                                                                       EXHIBIT C

                 THIS UTI CERTIFICATE MAY NOT BE TRANSFERRED OR
                ASSIGNED EXCEPT UPON THE TERMS AND SUBJECT TO THE
                          CONDITIONS SPECIFIED HEREIN.

                               NISSAN-INFINITI LT

                      UNDIVIDED TRUST INTEREST CERTIFICATE

         evidencing a fractional undivided interest in the UTI Assets of
         Nissan-Infiniti LT, a business trust organized pursuant to the Delaware
         Business Trust Act (the "Trust").

         (This Certificate does not represent any interest in the SUBI Assets of
         the Trust or an obligation of, or an interest in, NILT Trust, Nissan
         Motor Acceptance Corporation, NILT, Inc., or any of their respective
         Affiliates.)

Percentage Interest:  100%
Number - U-1

         THIS CERTIFIES THAT NILT Trust is the registered owner of a
nonassessable, fully-paid, fractional undivided 100% interest in the UTI Assets
of the Trust. The Trust was created pursuant to a trust agreement, dated as of
July 7, 1998, among NILT Trust, a Delaware business trust, as grantor (the
"Grantor") and initial beneficiary (the "UTI Beneficiary"), NILT, Inc., a
Delaware corporation, as trustee (the "Trustee") and Wilmington Trust Company, a
Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), as
amended and restated as of August 26, 1998, among the Grantor and UTI
Beneficiary, the Trustee, the Delaware Trustee, Nissan Motor Acceptance
Corporation, a California corporation, as Servicer (the "Servicer") and for the
limited purposes set forth therein, U.S. Bank National Association, a national
banking association, as trust agent (the "Trust Agent") as amended, restated or
supplemented from time to time (the "Agreement"). A summary of certain
provisions of the Agreement is set forth below. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Agreement.

         This UTI Certificate is one of the duly authorized Certificates issued
under the Agreement and designated as "Nissan-Infiniti LT Undivided Trust
Interest Certificates" (the "UTI Certificates"). This UTI Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, a
copy of which may be examined by the Holder hereof during normal business hours
at the principal office of the Trustee, or at such other place as may be
designated by the Trustee. By acceptance of this UTI Certificate, the Holder
hereof assents to the terms and conditions of the Agreement and agrees to be
bound thereby.

         This UTI Certificate represents an ownership interest in the "undivided
trust interest" (the "UTI") in the Trust. The UTI constitutes an undivided
beneficial interest in all Trust Assets that have not been allocated from time
to time to a special unit of beneficial interest (each, a "SUBI") in the Trust
(the "UTI Assets"). The UTI does not evidence a direct interest in the UTI
Assets,

                                      C-1


nor does it represent a beneficial interest in any Trust Assets other
than the UTI Assets. The rights of the Holder of this UTI Certificate with
respect to the UTI Assets, including distributions in respect thereof, are set
forth in the Agreement.

         The Trust Assets consist generally of cash capital, Leases of Leased
Vehicles that have been assigned to the Trust or the Trustee on behalf of the
Trust, the related Leased Vehicles, such other assets as may from time to time
be designated as "Trust Assets" under the Agreement and all proceeds of the
foregoing.

         Pursuant to the Agreement, the Trustee shall from time to time, at the
direction of the UTI Beneficiary and subject to the satisfaction of certain
conditions, establish one or more SUBIs and allocate or cause to be allocated to
each such SUBI on the books and records of the Trust such Trust Assets (the
"SUBI Assets") as shall have been identified to such SUBI by the UTI
Beneficiary. Upon allocation to a SUBI, the related SUBI Assets shall no longer
be UTI Assets unless and until specifically reallocated to the UTI from the
SUBI. Each SUBI shall be represented by one or more Certificates (each, a "SUBI
Certificate") distributed to or upon the order of the UTI Beneficiary.

         The UTI and each SUBI their Related Assets shall each constitute a
separate series of the Trust pursuant to Section 3806(b)(2) of the Delaware Act
for which separate and distinct records shall be maintained. Each UTI
Certificate and interest in the UTI represented therein shall constitute a
"certificated security" within the meaning of Section 8-102(15) of the UCC.

         The UTI Certificates are limited in right of payment to certain
collections and recoveries in respect of Trust Assets not allocated to any SUBI,
all to the extent and as more specifically set forth in the Agreement. By
accepting this UTI Certificate, the Holder hereof expressly (i) waives any Claim
to any proceeds or assets of the Trustee and to all Trust Assets other than UTI
Assets and proceeds thereof and (ii) subordinates in favor of each Holder of a
SUBI Certificate any Claim to any related SUBI Asset that, notwithstanding
clause (i) of this sentence may be determined to exist.

         The Agreement, including the terms of this UTI Certificate, may be
amended or supplemented by written agreement upon the terms and subject to the
conditions set forth in the Agreement. If approval by the Holder of this UTI
Certificate is required for any amendment or supplement to the Agreement or this
UTI Certificate, any such approval shall be conclusive and binding upon such
Holder and all future Holders hereof and upon the Holders of any UTI Certificate
issued upon the permitted transfer or exchange hereof, whether or not notation
of such consent is made on this UTI Certificate or on any UTI Certificate issued
upon any such permitted transfer or exchange.

         Neither the UTI nor any UTI Certificate may be transferred or assigned,
except upon the terms and subject to the conditions set forth in the Agreement.
To the fullest extent permitted by applicable law, any purported transfer or
assignment of the UTI or any UTI Certificate not complying with such
requirements shall be deemed null, void and of no effect under the Agreement.
Without limitation of the foregoing, (i) the UTI or one or more UTI Certificates
may be pledged in connection with a Securitized Financing, and a security
interest therein granted,

                                      C-2


and may be transferred or assigned absolutely to or by the pledgee thereof
solely in connection with the exercise of remedies with respect to an Event of
Default under or with respect to such Securitized Financing; provided, that any
such pledgee must (A) give a non-petition covenant as provided in the Agreement
and (B) execute an agreement in favor of the Holders from time to time of any
SUBI Certificates to release all Claims to the related SUBI Assets and, in the
event that such release is not given effect, to subordinate fully all Claims it
may be deemed to have against the related SUBI Assets and (ii) the UTI
Beneficiary may transfer a 1% ownership interest in the UTI to a Relevant
Bankruptcy Entity, provided that such Relevant Bankruptcy Entity shall be bound
by all terms and conditions of the Agreement as a UTI Beneficiary.

         Any permitted transfer of this UTI Certificate is registrable upon
surrender of this UTI Certificate for registration of transfer at the corporate
trust office of the Trustee (or the Trust Agent, if applicable) accompanied by a
written instrument of transfer in form satisfactory to the Trustee, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new UTI Certificates of a like aggregate
fractional undivided interest will be issued to the designated permitted
transferee.

         Prior to due presentation of this UTI Certificate for registration of a
permitted transfer, the Trustee, the certificate registrar and any of their
respective agents may treat the Person in the name of which this UTI Certificate
is registered as the owner hereof for the purpose of receiving distributions and
for all other purposes, and, except as otherwise provided in the Agreement,
neither the Trustee, the certificate registrar nor any such agent shall be
affected by any notice to the contrary.

         The Trust or the UTI may terminate upon the terms and subject to the
conditions set forth in the Agreement. The UTI Certificates will be cancelled
upon delivery to the Trustee following termination of the UTI.

         Unless this UTI Certificate shall have been executed and authenticated
by an authorized officer of the Trustee, by manual signature, this UTI
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.

                                      C-3


         IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this UTI Certificate to be duly executed.

Dated:  __________, ____

                                     NISSAN-INFINITI LT

                                     By:    NILT, Inc.,
                                            as Trustee

                                     By: _______________________________________
                                            Name:
                                            Title:

This is one of the UTI Certificates referred to in the within-mentioned
Agreement.

NILT, Inc.,
   as Trustee

By: __________________________________
       Name:
       Title:

                                      C-4

EX-4.4

EXHIBIT 4.4
FORM OF 200[     ]-[     ] SUBI SUPPLEMENT

NILT TRUST,
as Grantor and UTI Beneficiary,

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer,

NILT, INC.,
as Trustee,

[WILMINGTON TRUST COMPANY],
as Delaware Trustee,

and

[U.S. BANK NATIONAL ASSOCIATION],
as Trust Agent

200[     ]-[     ] SUBI
SUPPLEMENT

Dated as of [                                        ]

ARTICLE ELEVEN DEFINITIONS	2
Section 11.01 Definitions	2
Section 11.02 Interpretive Provisions	2
Section 11.03 Rights in Respect of the 200[     ]-[     ] SUBI	3
ARTICLE TWELVE CREATION OF THE 200[     ]-[     ] SUBI	3
Section 12.01 Creation of 200[     ]-[     ] SUBI Assets and the 200[     ]-[     ] SUBI	3
Section 12.02 Transfer of 200[     ]-[     ] SUBI Interests	3
Section 12.03 Issuance and Form of 200[     ]-[     ] SUBI Certificate	4
Section 12.04 Actions and Filings	6
Section 12.05 Termination of the 200[     ]-[     ] SUBI	6
Section 12.06 Representations and Warranties of Trustee	7
Section 12.07 Transfer and Assignment of Certificates	7
ARTICLE THIRTEEN 200[     ]-[     ] SUBI PLEDGE	8
Section 13.01 Registration of the 200[     ]-[     ] SUBI Pledge	8
ARTICLE FOURTEEN 200[     ]-[     ] SUBI ACCOUNTS	8
Section 14.01 200[     ]-[     ] SUBI Collection Account	8
Section 14.02 200[     ]-[     ] Reserve Account	8
Section 14.03 Investment of Monies in 200[     ]-[     ] 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
EXHIBITS
Exhibit A — Schedule of 200[     ]-[     ] Leases and 200[     ]-[     ] Leased Vehicles	A-1
Exhibit B — Form of 200[     ]-[     ] SUBI Certificate	B-1

 i

200[     ]-[     ] SUBI SUPPLEMENT

     This 200[     ]-[     ] SUBI Supplement, dated as of [                                        ] (as amended, supplemented or otherwise modified from time to time, this “200[     ]-[     ] 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 (in such capacity, the “Servicer”), NILT, Inc., a Delaware corporation, as trustee (the “Trustee”), [Wilmington Trust Company], a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), and [U.S. Bank National Association], a national banking association (“[U.S. Bank]”), as trust agent (in such capacity, the “Trust Agent”).

RECITALS

     A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among the parties hereto, Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), was formed to take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

     B. The UTI Beneficiary, the Servicer and the Titling Trust have entered into the SUBI Servicing Agreement, dated as of March 1, 1999 (the “Basic Servicing Agreement”), 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 the corresponding Trust Assets;

     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by this 200[     ]-[     ] SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “200[     ]-[     ] SUBI”);

     E. The parties hereto desire to identify and allocate to the 200[     ]-[     ] SUBI a separate portfolio of Trust Assets consisting of leases (the “200[     ]-[     ] Leases”), the vehicles that are leased under the 200[     ]-[     ] Leases (the “200[     ]-[     ] 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 200[     ]-[     ] SUBI (the “200[     ]-[     ] SUBI Certificate”).

     G. NILT Trust will transfer the 200[     ]-[     ] SUBI Certificate to Nissan Auto Leasing LLC II (“NALL II”) pursuant to the SUBI Certificate Transfer Agreement, dated as of [ ] (the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II. NALL II will further transfer the 200[     ]-[     ] SUBI Certificate to Nissan Auto Lease Trust 200[ ]-[     ] (the “Trust”) pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of [                                        ] (the “Trust SUBI Certificate Transfer Agreement”), between NALL II, as depositor (the “Depositor”) and the Trust, as transferee.

SUBI Supplement

1

     H. Pursuant to the Indenture, dated as of [                                        ] (the “Indenture”), between the Trust, as issuer (the “Issuer”), and [U.S. Bank], as Indenture Trustee (the “Indenture Trustee”), the Issuer will (i) issue $[   ] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[                                        ] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[ ] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[                                        ] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes,” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”); and (ii) pledge the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ELEVEN
DEFINITIONS

     Section 11.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [     ], by and among the Issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, NILT, Inc., as Trustee, [Wilmington Trust Company], as Delaware Trustee and owner trustee (in such capacity, the “Owner Trustee”) and [U.S. Bank], as Trust Agent and Indenture Trustee.

     Section 11.02 Interpretive Provisions. For all purposes of this 200[     ]-[     ] SUBI Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this 200[     ]-[     ] SUBI Supplement include all Exhibits hereto, (iii) references to words such as “herein,” “hereof” and the like shall refer to this 200[     ]-[     ] SUBI Supplement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or Section of this 200[     ]-[     ] SUBI Supplement, (v) the term “include” and all variations thereof shall mean “include without limitation,” (vi) the term “or” shall include “and/or” and (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC.

     Any reference in this 200[     ]-[     ] SUBI Supplement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this 200[     ]-[     ] SUBI Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation

SUBI Supplement

2

promulgated thereunder. Any reference in this 200[     ]-[     ] SUBI Supplement to a Person shall include the successor or permitted assignee of such Person.

     Section 11.03 Rights in Respect of the 200[     ]-[     ] SUBI. Each Holder and Registered Pledgee of the 200[     ]-[     ] SUBI Certificate (including the Trust) is a third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust Agreement and this 200[     ]-[     ] SUBI Supplement apply to the 200[     ]-[     ] SUBI, the Holders of the 200[     ]-[     ] SUBI Certificate, and the Registered Pledgees of the 200[     ]-[     ] SUBI Certificate. Therefore, to that extent, references in the SUBI Trust Agreement to the ability of a “Holder,” “Related Beneficiary,” or a “Registered Pledgee” of a SUBI Certificate to take any action shall be deemed to refer to the Trust acting at its own instigation or upon the instruction of the requisite voting percentage of holders of Securities or Rated Securities, as specified in the Indenture or the Trust Agreement, as applicable.

ARTICLE TWELVE
CREATION OF THE 200[     ]-[     ] SUBI

     Section 12.01 Creation of 200[     ]-[     ] SUBI Assets and the 200[     ]-[     ] SUBI.

     (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary directs the Trustee to create, and the Trustee hereby creates, one Sub-Trust which shall be known as the “200[     ]-[     ] SUBI”. The 200[     ]-[     ] SUBI shall represent a special unit of beneficial interest solely in the 200[     ]-[     ] SUBI Assets.

     (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary hereby directs the Trustee to identify and allocate or to cause to be identified and allocated to the 200[     ]-[     ] SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust Assets consisting of 200[     ]-[     ] Eligible Leases and the related Leased Vehicles and other associated Trust Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved for allocation to any Other SUBI (or owned or acquired by the Trustee on behalf of the Titling Trust but not yet allocated to, or reserved for allocation to, any specific Sub-Trust). Such Trust Assets (the “200[     ]-[     ] 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 200[     ]-[     ] Servicing Supplement, the Trustee hereby identifies and allocates as 200[     ]-[     ] SUBI Assets the 200[     ]-[     ] Leases and 200[     ]-[     ] Vehicles more particularly described on the Schedule of 200[     ]-[     ] Leases and 200[     ]-[     ] Vehicles and the related Trust Assets described above, each such 200[     ]-[     ] SUBI Asset to be identified on the books and accounts of the Titling Trust as being allocated to the 200[     ]-[     ] SUBI.

     (c) The Titling Trust is hereby granted the power and authority and is authorized, and the Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its obligations under the Basic Documents.

     Section 12.02 Transfer of 200[     ]-[     ] SUBI Interests.

     (a) Interests in the 200[     ]-[     ] 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

SUBI Supplement

3

effect herewith; provided, however, that the 200[     ]-[     ] SUBI Certificate and the interests in the 200[     ]-[     ] 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 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate to be transferred for registration of the transfer at the corporate trust office of the Trustee (or the Trust Agent, if applicable), accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon a new 200[     ]-[     ] SUBI Certificate of a like aggregate fractional undivided interest will be issued to the designated permitted transferee.

     (b) For any transfer of the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate (or any interest therein) 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”), whether or not subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or (iii) any entity deemed to hold the plan assets of any of the foregoing.

     (d) Notwithstanding any other provision herein, no transfer or assignment of an interest in the 200[     ]-[     ] SUBI 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 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.

     Section 12.03 Issuance and Form of 200[     ]-[     ] SUBI Certificate.

     (a) The 200[     ]-[     ] SUBI shall be represented by a 200[     ]-[     ] SUBI Certificate that shall represent a 100% beneficial interest in the 200[     ]-[     ] SUBI and the 200[     ]-[     ] SUBI Assets, as further set forth herein. The 200[     ]-[     ] SUBI Certificate shall, upon transfer to the Trust, be registered in the name of the Trust, representing the beneficial interest in the 200[     ]-[     ] SUBI Assets allocated from the UTI. The Trustee shall register a pledge of the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate to the Indenture Trustee. The 200[     ]-[     ] SUBI Certificate shall be substantially in the form of Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required by this 200[     ]-[     ] SUBI Supplement and may have such letters, numbers or other marks

SUBI Supplement

4

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 200[     ]-[     ] SUBI Certificate may be set forth on the reverse thereof, in which case the following reference to the portion of the text on the reverse shall be inserted on the face thereof, in relative proximity to and prior to the signature of the Trustee executing such 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate will bear a legend to the following effect:

     THIS 200[     ]-[     ] 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 200[     ]-[     ] SUBI CERTIFICATE, AGREES THAT THIS 200[     ]-[     ] 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 200[     ]-[     ] 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”), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.

     The 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate and the interest in the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate is mutilated and surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 200[      ]-[     ] SUBI Certificate and (ii) there is delivered to the Trustee such security or indemnity as may

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reasonably be required by it to hold the Trust and the Trustee, as applicable, harmless, then the Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen 200[     ]-[     ] SUBI Certificate, a replacement 200[     ]-[     ] SUBI Certificate. Every 200[     ]-[     ] SUBI Certificate issued pursuant to this Section 12.03(b) in replacement of any mutilated, destroyed, lost, or stolen 200[     ]-[     ] SUBI Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the mutilated, destroyed, lost, or stolen 200[     ]-[     ] 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 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificates.

     Section 12.04 Actions and Filings. Each of the UTI Beneficiary and the Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the 200[     ]-[     ] SUBI, including filing or causing to be filed UCC financing statements and executing and delivering all related filings, documents or writings as may be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Trustee and the Servicer, and any of their respective officers, employees or agents, as the true and lawful attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements, continuation statements, security agreements, mortgages, assignments, affidavits, letters of authority, notices or similar documents necessary or appropriate to be executed or filed pursuant to this Section.

     Section 12.05 Termination of the 200[     ]-[     ] SUBI.

     (a) In connection with any purchase by the Servicer of the corpus of the Trust pursuant to Article Nine of the Trust Agreement, the succession of the Servicer to the interest in the 200[      ]-[     ] SUBI represented by the 200[     ]-[     ] SUBI Certificate, or should all of the interest in the 200[     ]-[     ] SUBI thereafter be held by the UTI Beneficiary or the Holders of the UTI Certificates, whether by transfer, sale, or otherwise, then upon the direction of such Holders, the 200[     ]-[     ] SUBI shall be terminated, the 200[     ]-[     ] SUBI Certificate shall be returned to the Trustee and canceled, and the Servicer shall reallocate all 200[     ]-[     ] SUBI Assets to the UTI.

     (b) So long as the Notes are Outstanding, the 200[     ]-[     ] SUBI shall not be dissolved unless (a) required by law or (b) at the direction of the Holder of the 200[     ]-[     ] SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, that upon the sale of the Owner Trust Estate pursuant to Section 5.04 of the Indenture, this 200[     ]-[     ] SUBI Supplement shall terminate and the 200[     ]-[     ] SUBI shall be terminated; provided further, that such termination shall affect the Titling Trust only insofar as such termination relates to the 200[     ]-[     ] SUBI. Such termination shall not entitle the legal representatives of the 200[     ]-[     ] SUBI or any Holder of a 200[     ]-[     ] SUBI Certificate to take any action for a partition or winding up of the Titling Trust or any Trust Assets except with respect to the 200[     ]-[     ] SUBI Assets and the rights, obligations and Liabilities of the parties hereto shall not otherwise be affected. In connection with the sale of the Owner Trust Estate pursuant to Section 5.04 of the Indenture, the

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Registered Pledgee shall have the right to direct the Holder of the 200[     ]-[     ] SUBI Certificate to dissolve the 200[     ]-[     ] SUBI in accordance with the provisions of the Indenture, and the 200[     ]-[     ] SUBI Assets shall be distributed out of the Titling Trust at the direction of the Holder of the 200[     ]-[     ] SUBI Certificate acting in accordance with instructions from the Registered Pledgee and the purchaser shall take delivery of such 200[     ]-[     ] SUBI Assets. The Trustee and the other parties hereto shall cooperate with the Owner Trustee or the Trustee, as applicable, to cause the related 200[     ]-[     ] Vehicles to be retitled as directed by the purchaser. The proceeds of such sale shall be distributed in the following amounts and priority:

     (i) to the Indenture Trustee, all amounts required to be paid under Section 6.07 of the Indenture, or to the Owner Trustee, all amounts required to be paid under Section 8.01 of the Trust Agreement, as the case may be;

     (ii) to the Servicer, any Payment Date Advance Reimbursement;

     (iii) to the Servicer, amounts due in respect of unpaid Servicing Fees; and

     (iv) to the Certificate Distribution Account (or, if the Lien of the Indenture is outstanding, the Note Distribution Account) to be distributed pursuant to Section 5.04(b) of the Indenture.

     Section 12.06 Representations and Warranties of Trustee. The Trustee hereby reaffirms, as of the Cutoff Date, the representations, warranties and covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or Related Beneficiary of a 200[     ]-[     ] SUBI Certificate (and beneficial owner of any portion thereof, including the Trust and the Trust Certificateholders) may rely. For purposes of this Section, any reference in Section 5.12 of the Titling Trust Agreement to the Titling Trust Agreement shall be deemed to constitute references to the SUBI Trust Agreement.

     Section 12.07 Transfer and Assignment of Certificates. For purposes of the SUBI Trust Agreement, the third sentence of Section 3.04(b) of the Titling Trust Agreement is hereby amended to read as follows:

     Notwithstanding the foregoing, prior to becoming the Registered Pledgee or Holder of a SUBI Certificate or otherwise becoming entitled to distributions or any other rights hereunder, the related transferee, assignee, or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 8.08 of the Titling Trust Agreement and (ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any certificate evidencing an Other SUBI to release all Claims to the UTI Assets and the related Other SUBI Assets, respectively, and, if such release is not given effect, to subordinate fully all Claims it may be deemed to have against the UTI Assets as defined in the Titling Trust Agreement or such Other SUBI Assets, as the case may be.

     For so long as the 200[     ]-[     ] SUBI Certificate remains outstanding, each Supplement shall contain a similar amendment with respect to such Section.

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ARTICLE THIRTEEN
200[     ]-[     ] SUBI PLEDGE

     Section 13.01 Registration of the 200[     ]-[     ] SUBI Pledge. The parties hereto hereby acknowledge the Trust’s pledge, assignment, and grant to the Indenture Trustee, for the benefit of the holders of the Notes, under the Indenture of a security interest in the 200[     ]-[     ] SUBI Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes. The Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the Registered Pledgee of the 200[     ]-[     ] SUBI Certificate. The Trust has caused the Trustee to deliver the 200[     ]-[     ] 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
200[     ]-[     ] SUBI ACCOUNTS

     Section 14.01 200[     ]-[     ] SUBI Collection Account.

     (a) With respect to the 200[     ]-[     ] SUBI, the Trustee, at the direction of the Servicer, shall on or prior to the Closing Date establish, and the Trust Agent shall maintain, in the name of the Trustee, for the exclusive benefit of the holders of interests in the 200[     ]-[     ] SUBI, the 200[     ]-[     ] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The 200[     ]-[     ] SUBI Collection Account initially shall be established with [U.S. Bank], as Trust Agent, so long as the Trust Agent has the Required Deposit Rating. If the Trust Agent at any time does not have the Required Deposit Rating, the Servicer shall, with the assistance of the Trust Agent, as necessary, cause such 200[     ]-[     ] SUBI Collection Account to be moved as described in Section 4.02(a) of the Titling Trust Agreement. The 200[     ]-[     ] SUBI Collection Account shall relate solely to the 200[     ]-[     ] SUBI and the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Collection Account shall be made as described in the Servicing Agreement.

     (b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Trustee (acting through the Trust Agent) shall make deposits and withdrawals from the 200[     ]-[     ] SUBI Collection Account as set forth in the 200[     ]-[     ] Servicing Supplement.

     (c) Any transfer of funds to a Holder of a 200[     ]-[     ] SUBI Certificate shall be made as directed pursuant to the Basic Documents.

     Section 14.02 200[     ]-[     ] Reserve Account.

     (a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the Trust, 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(b) of the Indenture, Section 10.01 of the Indenture, Section 8.04 of the Servicing Agreement and Section 14.03 of this 200[     ]-[     ] SUBI Supplement.

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     Section 14.03 Investment of Monies in 200[     ]-[     ] SUBI Accounts. All amounts held in the 200[     ]-[     ] 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 200[     ]-[     ] 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 200[     ]-[     ] SUBI Supplement, to the extent that it relates solely to the 200[     ]-[     ] SUBI, may be amended in accordance with this Section 15.01.

     (b) Any term or provision of this 200[     ]-[     ] 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.

     (d) Notwithstanding anything herein to the contrary, any term or provision of this 200[     ]-[      ] 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

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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) Not less than [15] days prior to the execution of any amendment to this 200[     ]-[     ] 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 200[     ]-[     ] SUBI Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, The Trust, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

     (g) Prior to the execution of any amendment to this 200[     ]-[     ] SUBI Supplement, the Servicer shall provide an Opinion of Counsel to the Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and the Notes will properly be characterized as indebtedness that is secured by the assets of the Trust.

     (h) None of [U.S. Bank National Association], 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 National Association] and the Indenture Trustee an Officer’s Certificate to that effect, and [U.S. Bank National Association] 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 200[     ]-[     ] 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 200[     ]-[     ] SUBI Supplement. A copy of each notice or other writing required to be delivered to the Trustee pursuant to the SUBI Trust Agreement also shall be delivered to (i) the Owner Trustee at [[Wilmington Trust Company], Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration]; (ii) the Servicer at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (iii) the Trust Agent at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: NILT Inc. (telecopier

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no. (312) 325-8905); or (iv) at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto.

     Section 15.04 Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this 200[     ]-[     ] 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 200[     ]-[     ] 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 200[     ]-[     ] 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 200[     ]-[     ] 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 200[     ]-[     ] SUBI Supplement and the Titling Trust Agreement in respect of the 200[     ]-[     ] SUBI, the provisions of this 200[     ]-[      ] SUBI Supplement shall prevail with respect to the 200[     ]-[     ] SUBI only.

     (b) For purposes of determining the obligations of the parties hereto under this 200[     ]-[     ] SUBI Supplement with respect to the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to the 200[     ]-[     ] SUBI, (iii) a SUBI Collection Account shall be deemed to refer more specifically to the 200[     ]-[     ] SUBI Collection Account, (iv) a SUBI Asset shall be deemed to refer more specifically to a 200[     ]-[     ] SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more specifically to this 200[     ]-[     ] SUBI Supplement and (vi) a Servicing Supplement shall be deemed to refer more specifically to the 200[     ]-[     ] Servicing Supplement.

     Section 15.06 No Petition. Each of the parties hereto and each Holder of a 200[     ]-[      ] SUBI Certificate, and each Registered Pledgee, by acceptance of a 200[     ]-[     ] 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 Trustee, the Titling Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This Section shall survive the complete or partial termination of this 200[     ]-[     ] SUBI Supplement, the resignation or removal of the Trustee under the SUBI Trust Agreement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement or the Servicing Agreement.

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[Signature Pages to Follow]

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     IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee and, solely for the limited purposes set forth in Sections 14.01, 14.02, 14.03 and 14.04, the Trust Agent, have caused this 200[     ]-[     ] SUBI Supplement to be duly executed by their respective officers as of the day and year first above written.

NILT TRUST, as Grantor and UTI Beneficiary
By:	[U.S. BANK NATIONAL ASSOCIATION], as Managing Trustee

By:

Name:

Title:

NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer
By:
	Name:	Steven R. Lambert
	Title:	President
NILT, INC., as Trustee
By:
	Name:
	Title
[WILMINGTON TRUST COMPANY], as Delaware Trustee
By:
	Name:
	Title:
[U.S. BANK NATIONAL ASSOCIATION], as Trust Agent

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By:
	Name:
	Title:

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     Receipt of this original counterpart of this 200[     ]-[     ] SUBI Supplement is hereby acknowledged on this ___day of [                                        ].

[U.S. BANK NATIONAL ASSOCIATION], as Indenture Trustee
By:
	Name:
	Title:

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EXHIBIT A

SCHEDULE OF 200[     ]-[     ] LEASES AND 200[     ]-[     ] VEHICLES

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EXHIBIT B

FORM OF 200[     ]-[     ] SUBI CERTIFICATE

THIS 200[     ]-[     ] SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED
EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN

NISSAN — INFINITI LT

200[     ]-[     ] SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE

evidencing a fractional undivided interest in the 200[     ]-[     ] 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 Trust or an obligation, of, or interest in, NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective Affiliates.)

THIS 200[     ]-[     ] 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 200[     ]-[     ] SUBI CERTIFICATE, AGREES THAT THIS 200[     ]-[     ] 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 200[     ]-[     ] 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”), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.

No. R-___

evidencing a 100% interest in all 200[     ]-[     ] SUBI Assets (as defined below).

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     This 200[     ]-[     ] 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 200[     ]-[     ] 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, as grantor and initial beneficiary (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), NILT, Inc., as trustee (the “Trustee”), Nissan Motor Acceptance Corporation, as servicer (the “Servicer”), [Wilmington Trust Company], as Delaware trustee (the “Delaware Trustee”), and [U.S. Bank National Association], as trust agent (the “Trust Agent”).

     This certificate is a duly authorized 200[     ]-[     ] SUBI Certificate, and is issued under and is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 200[     ]-[     ] SUBI Supplement thereto, dated as of [                                        ] (the “200[     ]-[     ] 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 [                                        ], by and among Nissan Auto Lease Trust 200[     ]-[     ], as issuer, (the “Issuer”) NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity, as servicer and administrative agent, Nissan Auto Leasing LLC II (the “Depositor”), NILT, Inc., as trustee to the Titling Trust, [Wilmington Trust Company], as owner trustee and Delaware trustee, and [U.S. Bank National Association], as trust agent and indenture trustee. By acceptance of this 200[     ]-[     ] SUBI Certificate, the Holder hereof assents to the terms and conditions of the SUBI Trust Agreement and agrees to be bound thereby. A summary of certain of the pertinent provisions of the SUBI Trust Agreement is set forth below.

     The assets of the Titling Trust allocated to the 200[     ]-[     ] SUBI will generally consist of (i) cash capital, (ii) the 200[     ]-[     ] Leases (iii) the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Supplement and represents a 100% beneficial interest in the 200[     ]-[     ] SUBI Assets.

     The UTI and the 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate and the interest in the 200[

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]-[     ] SUBI represented thereby constitutes a “security” within the meaning of Section 8-102(a)(15) of the Delaware UCC and a “certificated security” within the meaning of Section 8-102(a)(4) of the Delaware UCC.

     The 200[     ]-[     ] SUBI Supplement may be amended by the parties thereto upon the terms and subject to the conditions set forth in the 200[     ]-[     ] SUBI Supplement.

     The Holder, by acceptance of this 200[     ]-[     ] 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 Trustee, the Titling Trust, the Issuer, 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 Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement.

     The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets of the Trustee and to all of the Trust Assets other than those from time to time included within the 200[     ]-[     ] SUBI as 200[     ]-[     ] SUBI Assets and those proceeds or assets derived from or earned by such 200[     ]-[     ] SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist.

     The Trustee shall keep the certificate register with respect to this 200[     ]-[     ] SUBI Certificate, and the Holder of this 200[     ]-[     ] SUBI Certificate shall notify the Trustee of any change of address or instructions on the distribution of funds.

     The 200[     ]-[     ] SUBI shall be deemed dissolved solely with respect to the 200[     ]-[     ] SUBI Assets, and not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the Trustee by the Holder of the 200[     ]-[     ] SUBI Certificate to revoke and dissolve the 200[      ]-[     ] SUBI. So long as the Notes are outstanding, the 200[     ]-[     ] SUBI shall not be dissolved except (a) as required by law or (b) at the direction of the Holder of the 200[     ]-[     ] SUBI Certificate (but only with the consent of the Registered Pledgee); provided, however, upon any sale of the Owner Trust Estate pursuant to Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the Holder of the 200[     ]-[     ] SUBI Certificate to dissolve the 200[     ]-[     ] SUBI in accordance with the provisions of the Indenture. Upon such dissolution of the Titling Trust with respect to the 200[     ]-[     ] SUBI and delivery of the 200[     ]-[     ] SUBI Certificate to the Trustee for cancellation, the Trustee shall distribute to the Holder of the 200[     ]-[     ] SUBI Certificate or its designee all 200[     ]-[     ] SUBI Assets and shall cause the Certificates of Title to the 200[     ]-[     ] Vehicles to be issued in the name of, or at the direction of, the Holder of the 200[     ]-[     ] SUBI Certificate (which may include reallocation of the 200[     ]-[     ] SUBI Assets relating to the 200[     ]-[     ] Vehicles to the UTI). The Holder of the 200[     ]-[     ] SUBI Certificate to whom such 200[     ]-[     ] SUBI Assets relating to the 200[     ]-[     ] Vehicles are distributed shall pay or cause to be paid all applicable titling and registration fees and taxes.

SUBI Supplement

B-3

     The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement.

     No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding 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 200[     ]-[     ] 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 200[     ]-[     ] SUBI Certificate shall have been executed by an authorized officer of the Trustee, by manual signature, this 200[     ]-[     ] SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.

SUBI Supplement

B-4

     IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not in its individual capacity, has caused this 200[     ]-[     ] SUBI Certificate to be duly executed.

Dated:                     , 200[     ]
	NISSAN-INFINITI LT
	By:	NILT, INC.,
		as Trustee
(SEAL)
	By:
		Name:
		Title:
ATTEST:
This is the 200[     ]-[     ] SUBI Certificate referred to in the within-mentioned Supplement.
	NILT, INC., as Trustee
	By:
		Authorized Officer

SUBI Supplement

B-5

     FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto                      the within 200[     ]-[     ] SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and appointing                      as attorney to transfer said 200[     ]-[     ] SUBI Certificate on the books of the certificate registrar, with full power of substitution in the premises.

Dated:	By:
	Name:
	Title:

SUBI Supplement

B-6

EX-4.5

                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.5

                               NISSAN-INFINITI LT,
                              as Origination Trust,

                                   NILT TRUST,
                               as UTI Beneficiary,

                                       and

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                   as Servicer

                      ------------------------------------

                               SERVICING AGREEMENT

                            Dated as of March 1, 1999
                      ------------------------------------



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
                                   ARTICLE ONE

                     DEFINITIONS AND INTERPRETIVE PROVISIONS

Section 1.01. General Definitions.........................................................................       2
Section 1.02. Interpretation..............................................................................       2

                                   ARTICLE TWO

                     ADMINISTRATION AND SERVICING OF LEASES

Section 2.01. Duties of Servicer..........................................................................       3
Section 2.02. Records.....................................................................................       5
Section 2.03. Custodial Duties of Servicer................................................................       6
Section 2.04. Certificates of Title.......................................................................       6
Section 2.05. Initial Funding of Payments to Dealers......................................................       7
Section 2.06. Servicer's Repurchase Obligations and Option................................................       7
Section 2.07. Collections, Security Deposits and Other Receipts...........................................       9
Section 2.08. Settlement of Accounts......................................................................      10
Section 2.09. Servicing Compensation......................................................................      11
Section 2.10. Servicing Expenses and Reimbursement........................................................      12
Section 2.11. Repossession, Recovery and Sale of Leased Vehicles..........................................      12
Section 2.12. Servicer to Act on Behalf of Trustee........................................................      13
Section 2.13. Liability of Servicer; Indemnities..........................................................      13
Section 2.14. Third Party Claims..........................................................................      15
Section 2.15. Insurance...................................................................................      15

                                  ARTICLE THREE

                             STATEMENTS AND REPORTS

Section 3.01. Reporting by the Servicer; Delivery of Certain Documentation................................      16

                                  ARTICLE FOUR

                                SERVICER DEFAULTS

Section 4.01. Servicer Defaults; Termination of Servicer..................................................      18
Section 4.02. No Effect on Other Parties..................................................................      21


                                       i




                                                                                                               Page
                                                                                                               ----
                                                                                                            
                                  ARTICLE FIVE

                                  THE SERVICER

Section 5.01. Representations and Warranties..............................................................      22
Section 5.02. Limitation on Liability of Servicer.........................................................      23
Section 5.03. Merger......................................................................................      24
Section 5.04. Servicer Not to Resign; Assignment..........................................................      24

                                   ARTICLE SIX

                                  MISCELLANEOUS

Section 6.01. Termination of Agreement; Transfer of Servicing Materials to Successor Servicer.............      26
Section 6.02. Amendment...................................................................................      26
Section 6.03. Governing Law...............................................................................      27
Section 6.04. Relationship of this Agreement to Other Trust Documents.....................................      27
Section 6.05. Notices.....................................................................................      27
Section 6.06. Severability of Provisions..................................................................      28
Section 6.07. Inspection and Audit Rights.................................................................      28
Section 6.08. Binding Effect..............................................................................      28
Section 6.09. Table of Contents and Headings..............................................................      28
Section 6.10. Counterparts................................................................................      28
Section 6.11. Further Assurances..........................................................................      28
Section 6.12. Third-Party Beneficiaries...................................................................      29
Section 6.13. No Waiver; Cumulative Remedies..............................................................      29
Section 6.14. No Petition.................................................................................      29

                         ARTICLES SEVEN, EIGHT AND NINE

                                   [RESERVED]

                                    SCHEDULES

Schedule I - Lease Document Locations ....................................................................    SI-1

                                    EXHIBITS

Exhibit A - Definitions...................................................................................     A-1
Exhibit B - Leased Vehicle Power of Attorney..............................................................     B-1
Exhibit C - Filings Power of Attorney.....................................................................     C-1


                                       ii



                               SERVICING AGREEMENT

         This Servicing Agreement, dated as of March 1, 1999, is among
Nissan-Infiniti LT, a Delaware business trust (the "Origination Trust"), NILT
Trust, a Delaware business trust ("NILT Trust"), as initial beneficiary of the
Origination Trust (the "UTI Beneficiary"), and Nissan Motor Acceptance
Corporation ("NMAC"), a California corporation, as servicer (the "Servicer").

                                    RECITALS

         WHEREAS, NILT Trust, as grantor (the "Grantor") and UTI Beneficiary,
the Servicer, NILT, Inc., a Delaware corporation, as trustee of the Origination
Trust (the "Trustee"), Wilmington Trust Company, a Delaware banking corporation,
as Delaware trustee (the "Delaware Trustee"), and U.S. Bank National
Association, as trust agent (the "Trust Agent"), have entered into the Amended
and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the
"Origination Trust Agreement"), pursuant to which the Origination Trust was
created to, among other things, take assignments and conveyances of and hold in
trust various assets (the "Trust Assets");

         WHEREAS, the Origination Trust will be comprised of an undivided trust
interest (the "UTI") and one or more special units of beneficial interest (each,
a "SUBI"), each of which will constitute a separate series of the Origination
Trust under Delaware law, and each of which will have allocated to it certain
specified Trust Assets;

         WHEREAS, the parties desire to provide for, among other things, the
servicing of the Trust Assets by the Servicer; and

         WHEREAS, the parties acknowledge that, in connection with, among other
things, the creation of the UTI and one or more SUBIs, it may be necessary or
desirable to enter into supplemental agreements hereto, providing for specific
servicing obligations in connection therewith.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:



                                  ARTICLE One

                     DEFINITIONS AND INTERPRETIVE PROVISIONS

         1.01 General Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Origination
Trust Agreement, except that references therein to the Trust shall be deemed to
refer to the Origination Trust. Whenever used in this Agreement, unless the
context otherwise requires, capitalized terms shall have the meanings ascribed
thereto in Exhibit A.

         1.02 Interpretation. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, (i) terms
used in this Agreement include, as appropriate, all genders and the plural as
well as the singular, (ii) references to this Agreement include all Exhibits and
Schedules hereto, (iii) references to words such as "herein", "hereof" and the
like shall refer to this Agreement as a whole and not to any particular part,
Article or Section herein, (iv) references to an Article or Section such as
"Article One" or Section 1.01" shall refer to the applicable Article or Section
of this Agreement, (v) the term "include" and all variations thereof shall mean
"include without limitation", (vi) the term "or" shall include "and/or", (vii)
the term "proceeds" shall have the meaning ascribed to such term in the UCC,
(viii) in the computation of a period of time from a specified date to a later
specified date, the word "from" shall mean "from and including" and the words
"to" and "until" shall mean "to but excluding" and (ix) the phrase "Trustee on
behalf of the Origination Trust," or words of similar import, shall, to the
extent required to effectuate the appointment of any Co-Trustee pursuant to the
Origination Trust Agreement, be deemed to refer to the Trustee (or such
Co-Trustee) on behalf of the Origination Trust.

                                       2


                                  ARTICLE Two

                     ADMINISTRATION AND SERVICING OF LEASES

         2.01 Duties of Servicer.

         (a) The Servicer shall service, administer and collect under the Leases
and in respect of the Leased Vehicles in accordance with this Agreement and
shall have full power and authority, acting alone and subject only to the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection with such servicing, administration and collection that it
may reasonably deem necessary or desirable in the interests of the Origination
Trust. The duties of the Servicer shall include, among other things, in
accordance with this Agreement, the Origination Trust Agreement and any
applicable Supplement or Servicing Supplement:

                  (i) performing on behalf of the Origination Trust all
         obligations on the part of the Lessor under the Leases;

                  (ii) collecting and processing payments, responding to
         inquiries of Lessees, investigating delinquencies, sending payment
         statements and reporting tax information to Lessees, paying costs of
         the sale or other disposition of Leased Vehicles related to Liquidated
         Leases and paying all state and local personal property, use, excise
         and sales taxes on the Leased Vehicles (to the extent required to be
         paid by the Lessor under applicable State law) as and when such taxes
         become due;

                  (iii) negotiating with the Lessees of Leases nearing their
         respective Maturity Dates and arranging for extensions of the related
         Lease or the sale (to the Lessee, a Dealer or any other Person) or
         other disposition of the related Leased Vehicle in accordance with the
         Servicer's customary practices;

                  (iv) executing and delivering, in its own name or in the name
         of the Origination Trust or the Trustee on behalf of the Origination
         Trust, as the case may be, any and all instruments, certificates or
         other documents necessary or advisable in connection with the servicing
         or administering of or collecting under the Leases and in respect of
         the Leased Vehicles, including: (A) bills of sale; (B) applications for
         originals or duplicates of Certificates of Title in the name of the
         Origination Trust or the Trustee on behalf of the Origination Trust,
         applications for registrations of Leased Vehicles or license plates,
         applications for transfers of Certificates of Title or registrations
         for Leased Vehicles or license plates and any instruments, certificates
         or other documents which the Servicer deems necessary or advisable to
         record, maintain or release title to or registration of Leased Vehicles
         in the manner contemplated hereby; (C) consents, amendments, extensions
         or modifications to any of the Leases; and (D) all other instruments,
         certificates or other documents similar to the foregoing;

                  (v) servicing the Leases, including: (A) accounting for
         collections and furnishing periodic statements to the Trustee with
         respect to distributions as set forth herein or in the applicable
         Supplements or Servicing Supplements, (B) generating or

                                       3


         causing to be generated federal and state tax information and returns
         on behalf of the Origination Trust and (C) filing periodic sales and
         use tax or property (real or personal) tax reports;

                  (vi) in connection with the creation and maintenance of each
         Sub-Trust, creating, maintaining and amending the Schedule of Leases
         and Leased Vehicles, and delivering to the Trustee, from time to time,
         as provided in a related Servicing Supplement, a Schedule of Leases and
         Leased Vehicles that is current as of a date not more than ten days
         prior to the date of such delivery;

                  (vii) applying for and maintaining the licenses, permits and
         authorizations and making the filings described in Section 5.01(c) of
         the Origination Trust Agreement; and

                  (viii) such other activities as shall be necessary or
         advisable in connection with the foregoing.

For the purpose of servicing the Trust Assets, the servicing provisions
contained in this Agreement shall replace in their entirety the servicing
provisions contained in the Origination Trust Agreement.

         (b) The Servicer shall service, administer and collect with respect to
the Leases and the Leased Vehicles using the same degree of care and diligence
as (i) NMAC employs in servicing leases and leased vehicles in NMAC's Portfolio
that are not assigned to the Origination Trust, or (ii) if NMAC is no longer the
Servicer, is customarily exercised by prudent servicers employed to service
retail leases of automobiles, sport utility vehicles, minivans or light-duty
trucks, as applicable, for themselves or others. The Servicer's procedures are
set forth in the Credit and Collection Policy. The Servicer shall maintain a
copy of the Credit and Collection Policy on behalf of the Origination Trust at
the Trust Office and shall promptly incorporate into such copy all material
changes thereto.

         (c) The Servicer may retain subservicers or agents by agreement, power
of attorney or otherwise to assist the Servicer in performing its servicing
functions; provided, however, that any delegation of duties to any subservicer
or agent shall not relieve the Servicer of any of its obligations hereunder.

         (d) The Servicer is authorized to, in its own name, in the name of the
Origination Trust or in the name of the Trustee (or a Co-Trustee) on behalf of
the Origination Trust, commence, defend against or otherwise participate in a
Proceeding relating to or involving the protection or enforcement of the
interests of the Origination Trust, the Trustee (or a Co-Trustee) on behalf of
the Origination Trust, a Holder or a Beneficiary in any Lease, Leased Vehicle or
other Trust Asset. If the Servicer shall commence, defend against or otherwise
participate in a Proceeding in its own name or in the name of the Origination
Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust, a
relevant Holder or a Beneficiary, each such Person shall thereupon be deemed to
have automatically assigned its interest in (including legal title to) the
related Lease, Leased Vehicle or other Trust Asset, as applicable, to the
Servicer to the extent necessary for the purposes of such Proceeding. If in any
Proceeding it is held that the Servicer may not enforce the

                                       4


rights of the Origination Trust, the Trustee (or a Co-Trustee) on behalf of the
Origination Trust, a relevant Holder or a relevant Beneficiary in a Lease,
Leased Vehicle or other Trust Asset on the grounds that it is not the real party
in interest or a holder entitled to enforce such Lease or other relevant
document or instrument, the Trustee shall, at the direction of the Servicer,
take steps to enforce the interest of each related entity in such Lease, Leased
Vehicle or other Trust Asset, including bringing suit in its own name or in the
name of any of the foregoing.

         (e) The Trustee shall furnish the Servicer with all powers of attorney
and other documents necessary or appropriate to enable the Servicer to carry out
its servicing, administration and collection duties hereunder and under each
applicable Supplement or Servicing Supplement.

         2.02 Records.

         (a) Except as otherwise provided in a related Servicing Supplement, the
Servicer shall maintain accurate and complete accounts, records and computer
systems with respect to (i) all funds and other receipts with respect to the UTI
and the SUBIs, (ii) the Trust Assets and (iii) all matters related directly to
the servicing of the Leases in each case, as are consistent with the customary
servicing procedures of the Servicer. Such accounts, records and computer
systems shall indicate the Sub-Trust to which each Lease, Leased Vehicle or
other Trust Asset is allocated and reflect the interest of the Related
Beneficiary therein. Except where otherwise noted in the definition of "Lease
Documents", the Servicer may maintain each Lease Document as an image, fiche or
electronic record rather than in original form. The Servicer shall not be
required to physically segregate the Lease Documents and related accounts,
records and computer systems from leases, vehicle information and related
documentation for other leases or vehicles in NMAC's Portfolio. The Servicer
shall conduct, or cause to be conducted, periodic examinations of a
representative sample of the Lease Documents for the Leases and of the related
accounts, records and computer systems to verify compliance with the Credit and
Collection Policy.

         (b) The Servicer shall make available to the Trustee or its duly
authorized representatives, attorneys or auditors the Lease Documents and the
related accounts, records and computer systems maintained by the Servicer or any
subservicer or agent of the Servicer at such times as the Trustee shall
reasonably instruct at the locations where maintained pursuant to this
Agreement.

         (c) The Servicer shall promptly report to the Trustee any material
failure on the part of the Servicer to hold or retain possession of the Lease
Documents and maintain its accounts, records and computer systems in accordance
with the requirements of this Agreement. The Servicer shall promptly take
appropriate action to remedy any such failure.

         (d) To the extent that the Servicer has Lease Documents in its
possession, the Servicer shall hold such Lease Documents, as agent and bailee
for the benefit of the Origination Trust and all present and future Holders and
Beneficiaries.

         (e) In the exercise of its duties and powers hereunder, the Servicer
may release any Lease Document to the Trustee (or any related Co-Trustee) on
behalf of the Origination Trust or its

                                       5


agent or designee, as the case may be, at such place or places as the Trustee
(or such Co-Trustee) may designate. The Servicer shall not be responsible for
any Loss occasioned by the failure of the Trustee (or any related Co-Trustee) to
return any document or for any delay in doing so.

         2.03 Custodial Duties of Servicer. The Servicer shall serve as
custodian of the Lease Documents for the benefit of the Origination Trust. The
Lease Documents are hereby constructively delivered to the Origination Trust
with respect to each Lease and Leased Vehicle. In its capacity as custodian, the
Servicer shall maintain possession of the Lease Documents as agent and bailee
for the benefit of the Origination Trust and all present and future Holders and
Beneficiaries. The Servicer shall hold such Lease Documents at the locations
specified in Schedule I or at such other location or locations as shall be
specified by the Servicer to the Trustee by 30 days' prior written notice.

         2.04 Certificates of Title.

         (a) In connection with the filing of the application for each
Certificate of Title, the Servicer shall arrange for the related Registrar of
Titles to issue and deliver to or upon the order of the Servicer a Certificate
of Title identifying the Origination Trust or the Trustee (or a Co-Trustee) on
behalf of the Origination Trust as the owner of the related Leased Vehicle. The
Certificates of Title shall be held by the Servicer. The Servicer shall direct
each Dealer or other entity assigning Leases or causing Leases to be assigned to
the Origination Trust or the Trustee (or a Co-Trustee) on behalf of the
Origination Trust to cause each Certificate of Title to identify (i) the owner
of the Leased Vehicle as "Nissan-Infiniti LT", "SunTrust Bk Atlanta", "NILT c/o
[Lessee's Name]", "NILT, Inc., as Trustee for Nissan-Infiniti LT", "NILT, Inc.",
the name of a co-trustee as may be required under applicable State law or such
other designation as may be agreed upon by the Servicer and the Related
Beneficiary from time to time that is acceptable to the related Registrar of
Titles, and (ii) if Administrative Liens are used, such first lienholder as may
be agreed upon by the Servicer and the Related Beneficiary from time to time and
that is acceptable to the applicable Registrar of Titles.

         (b) Except as otherwise required by applicable law, the related
Registrar of Titles or the Servicer's customary servicing procedures, the
Servicer shall direct each Dealer to include the address of the Principal
Service Facility as the mailing address for the Certificate of Title, the
address of the related Lessee as the mailing address for the vehicle
registration, and, where applicable, the address of the Principal Service
Facility, as the address of the first lienholder, and otherwise to comply with
the Servicer's normal requirements under the Dealer Agreements with respect to
each Lease and Certificate of Title. Except as otherwise required by applicable
law or the applicable Registrar of Titles, so long as a Leased Vehicle is owned
by the Origination Trust, the Servicer shall not permit the related Certificate
of Title to identify any entity other than in compliance with Section 2.04(a).

         (c) Upon transfer to or from the Origination Trust or the Trustee (or a
Co-Trustee) on behalf of the Origination Trust of legal title to any Leased
Vehicle, the Servicer shall cause all applicable Taxes to be paid and will
comply with all applicable federal and State law requirements related to the
transfer of title to such Leased Vehicle.

                                       6


         2.05 Initial Funding of Payments to Dealers.

         (a) In the ordinary course of its business, NMAC shall maintain or
enter into Dealer Agreements with Dealers eligible to generate Eligible Leases.
Pursuant to the Assignment Agreement, NMAC shall direct each Dealer (i) to
assign to the Origination Trust or the Trustee (or a Co-Trustee) on behalf of
the Origination Trust all Eligible Leases and the related Leased Vehicles and
(ii) to apply for the Certificates of Title to the Leased Vehicles related to
Leases originated by such Dealer to be issued with the name on the Certificate
of Title as specified by the Servicer in accordance with Section 2.04. Pursuant
to the Assignment Agreement, NMAC will instruct each Dealer to deliver the
applicable Lease Documents to or upon the order of the Servicer. The obligations
of the Servicer pursuant to this Section shall survive any partial or complete
termination of the Servicer pursuant to this Agreement.

         (b) Except as otherwise prohibited in the applicable Supplement or
Servicing Supplement, the UTI beneficiary shall make Capital Contributions to
the Origination Trust in the amounts required to pay to the relevant Dealers the
purchase price for Leases and Leased Vehicles that NMAC has caused such Dealers
to assign to the Origination Trust from time to time pursuant to the Assignment
Agreement and the related Dealer Agreements. Such Capital Contributions may be
funded by a loan made by NMAC to the UTI Beneficiary secured by a pledge of the
UTI Certificate or by other means. In lieu of paying Capital Contributions to
the Origination Trust and having the Origination Trust pay the Dealers, the UTI
Beneficiary may, on behalf of the Origination Trust, pay or cause to be paid the
amounts of such Capital Contributions directly to the Dealers to whom payment is
due.

         2.06 Servicer's Repurchase Obligations and Option.

         (a) The Servicer hereby represents and warrants to the other parties
hereto and the parties to the Origination Trust Agreement that, as to each Lease
and the related Leased Vehicle as of the relevant Vehicle Representation Date,
the Servicer has satisfied, or has directed the related Dealer to satisfy, the
provisions of Section 2.04 with respect to such Lease and the application for
the related Certificate of Title. The Origination Trust shall rely on such
representation and warranty in accepting each Lease and Leased Vehicle. Such
representation and warranty shall survive the transfer of each Lease and the
related Leased Vehicle, and delivery of the related Lease Documents to the Trust
pursuant to the Origination Trust Agreement and this Agreement.

         (b) Upon discovery by the Trustee, the Servicer, the Related
Beneficiary or a related Holder that the representation or warranty in Section
2.06(a) was incorrect as of the related Vehicle Representation Date in a manner
that materially adversely affects the interest of the Origination Trust in the
related Lease or a Leased Vehicle, the Person discovering such incorrectness (if
other than the Servicer) shall give prompt written notice to the Servicer.
Except as otherwise prohibited in the applicable Supplement or Servicing
Supplement, on or before the Payment Date related to the Collection Period in
which the Servicer discovers such incorrectness (whether pursuant to such notice
or otherwise), the Servicer shall cure in all material respects the circumstance
or condition with respect to which the representation or warranty was incorrect
as of the related Vehicle Representation Date. If the Servicer will be unable or
unwilling to cure such circumstance or condition by such Payment Date, on the
Deposit Date for the related

                                       7


Collection Period, the Servicer shall (i) deposit (or cause to be deposited)
into the Collection Account an amount equal to the Repurchase Amount, and (ii)
direct the Trustee to cause such Lease and Leased Vehicle to be conveyed to the
Servicer or Dealer as described below. If the Servicer receives funds from a
Dealer pursuant to such Dealer's obligation under a Dealer Agreement or
otherwise to repurchase a Lease and Leased Vehicle that is required to be
repurchased or reallocated pursuant to this Section, the Servicer shall deposit
such funds within two Business Days of receipt to the Collection Account and
return to such Dealer the Lease and any Certificate of Title that has been
issued with respect to the related Leased Vehicle.

         (c) If a Lessee changes the domicile of or title to a Leased Vehicle
and such change would be likely to result in the Origination Trust doing
business in a Restricted Jurisdiction, then on the Deposit Date related to the
Collection Period in which the Servicer discovers or is notified of such change,
the Servicer shall purchase such Lease and the related Leased Vehicle by either
(i) depositing to the Collection Account an amount equal to the Repurchase
Amount or (ii) appropriately segregating and designating an amount equal to the
Repurchase Amount on its records, pending application thereof pursuant to this
Agreement.

         (d) The purchase by the Servicer or a Dealer of a Lease and the related
Leased Vehicle pursuant to this Section shall be deemed to cure the breach of
representation or warranty or other situation giving rise to the repurchase
obligation for purposes of this Agreement. Upon any such purchase, the
Origination Trust or the Trustee (or a Co-Trustee) on behalf of the Origination
Trust, as applicable, shall be deemed to transfer, assign, set over and
otherwise convey to the Servicer (or the related Dealer, as applicable), without
recourse, representation or warranty, all of the Origination Trust's interest in
the repurchased Lease and Leased Vehicle, including all monies due or to become
due with respect thereto after the date of such repurchase and all proceeds
thereof. The Trustee shall, at the expense of the Servicer, execute such
documents and instruments of transfer or assignment and take such other actions
as shall reasonably be requested by the Servicer to effect the conveyance of
such Lease and Leased Vehicle pursuant to this Section. Such actions shall
include executing and filing with the related Registrar of Titles an application
for transfer of ownership of the related Leased Vehicle to the Servicer or the
Dealer, as applicable.

         (e) Except as otherwise set forth herein or in the related Supplement
or Servicing Supplement, the sole remedy of the Origination Trust, the Related
Beneficiary and the related Holders with respect to a change of domicile by a
Lessee resulting in the Origination Trust doing business in a Restricted
Jurisdiction shall be to require the Servicer to deposit the applicable
Repurchase Amount in the Collection Account and thereby purchase the applicable
Lease and Leased Vehicle as provided in this Section. The obligations of the
Servicer under this Section shall survive any partial or complete termination of
the Servicer hereunder.

         (f) Notwithstanding the foregoing, the Servicer may purchase a Matured
Vehicle at any time. If such Leased Vehicle is allocated to (i) the UTI, the
purchase price shall equal the Lease Book Balance of such Lease as of the
related Maturity Date or (ii) a Sub-Trust, the purchase price shall be
determined as set forth in the related Servicing Supplement.

                                       8


         2.07 Collections, Security Deposits and Other Receipts.

         (a) The Servicer shall use commercially reasonable efforts to (i)
collect all payments required under each Lease and (ii) cause each Lessee to
make all payments required under its Lease, accompanied by an invoice, payment
coupon or electronic funds transfer notice bearing the lease number to which
such payment relates. Consistent with the foregoing, the Servicer may in its
discretion waive any late payment charge, in whole or in part, in connection
with delinquent payments on a Lease. The Servicer shall account to the
Origination Trust for the Trust Assets related to each Sub-Trust separately in
accordance with this Agreement, the Origination Trust Agreement and the related
Servicing Supplement or Supplement.

         (b) To the extent required by a related Supplement or Servicing
Supplement, the Servicer shall transfer from the related Collection Account (or
a SUBI Lease Account, as applicable) such funds as are required to be so
transferred in connection with any Trust Asset Transfer.

         (c) With respect to any Collections received by the Servicer:

                  (i) Within two Business Days after receiving any check or
         other receipt related to a Lease, the Servicer shall enter into its
         computer system the following information, to the extent available: (A)
         the amount of the receipt, (B) the lease number to which such receipt
         relates, (C) the nature of the payment (i.e., whether a Monthly
         Payment, a Payment Ahead, a Payoff, proceeds of Dealer Recourse, Net
         Auction Proceeds, Net Liquidation Proceeds, Insurance Proceeds or
         Administrative Charge (and type thereof)), (D) the date of receipt of
         such payment and (E) the Sub-Trust to which such Lease has been
         allocated (collectively, the "Payment Information").

                  (ii) As to any such funds received by the Servicer for which
         the Servicer does not have all Payment Information, the Servicer shall
         enter into its computer system all available Payment Information and
         use its commercially reasonable efforts to obtain all missing Payment
         Information as soon as practicable and shall enter the remaining
         Payment Information into its computer system upon receipt thereof.

                  (iii) The Servicer shall cause the portions of the
         Administrative Charge representing allocations of taxes to pay all such
         amounts as are contemplated by the related Lease.

                  (iv) By the later of the close of business on (A) the second
         Business Day after receipt or (B) the day on which all related Payment
         Information is received by the Servicer, the Servicer shall, except as
         otherwise provided in a related Servicing Supplement, either (1)
         deposit into the related Collection Account all such funds other than
         (x) Administrative Charges and (y) Disposition Expenses, Liquidation
         Expenses and Insurance Expenses to be reimbursed to the Servicer
         pursuant to Section 2.11, or (2) appropriately segregate and designate
         such funds on its records, pending application thereof pursuant to this
         Agreement.

         (d) With respect to Security Deposits:

                                       9


                  (i) Subject to Section 6.01(b), the Servicer shall treat all
         Security Deposits remitted to it (or deemed remitted to it) in
         accordance with its customary servicing procedures as agent, custodian
         and bailee for the Origination Trust and as proceeds of the Leases,
         pending application of the proceeds thereof pursuant to clause (ii)
         below.

                  (ii) The Servicer shall apply the proceeds of each Security
         Deposit in accordance with applicable law and the terms of the related
         Lease, including payment of shortfalls resulting from the related
         Lessee's default or failure to make payments required by the related
         lease or from damage to the related Leased Vehicle. Upon termination of
         a Lease, the Servicer shall return to the related Lessee any portion of
         the related Security Deposit remaining after deducting any amounts
         permitted under applicable law and the related Lease. To the extent
         permitted by applicable law and the related Lease, if a Lease becomes a
         Liquidated Lease, then the related Security Deposit shall become
         Liquidation Proceeds, which the Servicer shall apply (net of any
         Liquidation Expenses) to amounts owed by the related Lessee under such
         Lease.

                  (iii) The Servicer shall not be required to segregate Security
         Deposits from its own funds (except for Security Deposits paid in
         connection with Leases originated in the state of New York, which
         Security Deposits must be segregated). Any income earned from any
         investment on the Security Deposits by the Servicer shall be for the
         account of the Servicer as additional compensation (except for income
         earned on Security Deposits paid in connection with Leases originated
         in the state of New York, which income, if any, must be reserved for
         the lessee who initially paid the Security Deposit).

         (e) With respect to any other funds received by the Servicer or the
Trustee related to any Trust Asset, upon receipt the Servicer shall either (i)
deposit such funds to the related Collection Account or (ii) appropriately
segregate and designate such funds on its records, pending application thereof
pursuant to this Agreement.

         (f) The Servicer shall from time to time, in accordance with the
Origination Trust Agreement or an applicable Supplement or Servicing Supplement,
(i) identify and allocate on the books and records of the Origination Trust
certain Leases and Leased Vehicles into one or more SUBIs, either upon the
initial creation of such SUBI or periodically following its creation, and (ii)
direct the Trustee to transfer periodically from and to the related Trust
Accounts (A) such funds as are provided for in such Supplement or Servicing
Supplement in connection with any Trust Asset Transfer and (B) such SUBI's
appropriate share of the Liabilities of the Origination Trust, as determined in
accordance with the Origination Trust Agreement and such Supplement or Servicing
Supplement.

         2.08 Settlement of Accounts.

         (a) On or before each Calculation Date, the Servicer shall, with
respect to (i) the UTI and (ii) the SUBI, deliver to the Trustee, each UTI
Holder, SUBI Holder and each Registered Pledgee, a Settlement Statement
documenting, as applicable, (A) all advances to be made to, and distributions
(including Servicer reimbursement) to be made from, the related Collection

                                       10


Account, or (B) the manner in which the Servicer will apply all related UTI
Collections or SUBI Collections received by the Servicer on or prior to the next
ensuing Payment Date.

         (b) The Servicer shall, from time to time, determine the respective
amounts and recipients and:

                  (i) as and when required by and as provided in this Agreement
         or a related Servicing Supplement, transfer from the related Collection
         Account to the Servicer any due and unpaid Servicing Fees;

                  (ii) as and when required by the Origination Trust Agreement,
         this Agreement or a related Supplement or Servicing Supplement,
         transfer from the UTI Collection Account any Trust Expenses,
         Reimbursable Expenses or Liabilities for which reimbursement is
         authorized hereunder or thereunder to the Person entitled thereto;

                  (iii) as and when required by a related Supplement or
         Servicing Supplement, transfer from the related SUBI Collection Account
         to the UTI Collection Account funding for each SUBI's share of any
         allocable Trust Expenses, Reimbursable Expenses or Losses for which
         reimbursement is authorized by the Origination Trust Agreement or such
         Supplement or Servicing Supplement to the extent not otherwise provided
         for in this Section;

                  (iv) as and when required in connection with a Securitized
         Financing, transfer from the related Collection Account to the related
         Distribution Account such amounts as are required to be distributed
         from time to time in connection with such Securitized Financing;

                  (v) as and when required by the Origination Trust Agreement or
         a related Supplement or Servicing Supplement, transfer between the
         related Collection Accounts (or a SUBI Lease Account, as applicable)
         any other funds as provided for in the Origination Trust Agreement or
         any such Supplement or Servicing Supplement; and

         (c) Anything to the contrary notwithstanding, the Servicer shall be
entitled to make any of the foregoing transfers by appropriately segregating and
designating the relevant funds on its records, pending application thereof in
accordance with this Agreement.

         2.09 Servicing Compensation.

         (a) As compensation for the performance of its obligations under this
Agreement, and subject to any applicable Servicing Supplement, the Servicer
shall be entitled to receive with respect to (i) the UTI, the Servicing Fee and
(ii) a SUBI, such Servicing Fee and such additional compensation as may be
provided for in the related SUBI Servicing Supplement. If at any time the
Servicer shall service only the Trust Assets allocated to a particular
Sub-Trust, any servicing compensation shall be calculated based only on such
Trust Assets and shall be deemed to be an expense incurred only with respect to
such Sub-Trust. The Servicing Fee shall be deemed to be an expense incurred with
respect to and allocated to the related Trust Assets, rather than all Trust

                                       11


Assets generally, and shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

         (b) Unless otherwise provided in a Servicing Supplement, the Servicer
shall be entitled to additional servicing compensation with respect to the
related Trust Assets in the form of Administrative Charges to the extent not
required for the payment of insurance premiums, taxes or similar charges
allocable to the Leases.

         2.10 Servicing Expenses and Reimbursement.

         (a) Subject to any applicable Servicing Supplement, the Servicer shall
pay all expenses incurred by it in connection with its servicing activities and
shall not be entitled to reimbursement of such expenses except for unpaid
Disposition Expenses, Insurance Expenses, Liquidation Expenses and Reimbursable
Expenses. The Servicer shall advance Insurance Expenses, Disposition Expenses,
Liquidation Expenses and Reimbursable Expenses to the extent required to service
the related Trust Assets. The Servicer shall be entitled to be reimbursed for
Insurance Expenses, Disposition Expenses and Liquidation Expenses to which it is
entitled by depositing only Net Insurance Proceeds, Net Auction Proceeds and Net
Liquidation Proceeds to the related Collection Account or by appropriately
segregating and designating such funds on its records, pending application
thereof.

         (b) Except as otherwise provided in a Supplement or Servicing
Supplement, the Servicer may obtain on any day from the Origination Trust, out
of each Collection Account, reimbursement for any Reimbursable Expenses for the
related Sub-Trust for any or all prior Collection Periods; provided, that (i)
the Servicer shall have delivered to the Trustee an Officer's Certificate
setting forth the calculation of such Reimbursable Expenses and (ii) any such
reimbursement may not exceed the excess, if any, as of the date immediately
preceding the date of such Officer's Certificate, of the related Collection
Account Balance over the Required Collection Account Balance.

         2.11 Repossession, Recovery and Sale of Leased Vehicles.

         (a) Subject to Section 2.11(b), the Servicer shall use commercially
reasonable efforts to sell or otherwise dispose of any Matured Vehicle not
purchased by the Lessee and to repossess or recover and sell or otherwise
dispose of any Liquidated Vehicle. In accordance with the foregoing standards,
the Servicer shall follow such practices and procedures as are consistent with
the standards set forth in Section 2.01(b), which may include (i) engaging in
self-help repossession to the extent permitted under applicable law, (ii)
exercising reasonable efforts to realize upon Dealer Recourse, (iii) consigning
a Leased Vehicle to a Dealer for resale or re-lease (to the extent permitted by
applicable law), (iv) selling a Leased Vehicle at public or private sale in a
commercially reasonable manner or (v) commencing and prosecuting Proceedings
with respect to such Lease or the related Leased Vehicle, in each case in
compliance with the related Lease and all applicable laws.

         (b) The Servicer shall not be required to expend its own funds in
repairing a Leased Vehicle that has been damaged unless the Servicer shall
reasonably determine that such

                                       12


expenditure is likely to enhance Net Auction Proceeds or Net Liquidation
Proceeds, as applicable. The Servicer shall expend funds in connection with the
repossession, recovery or sale of any Leased Vehicle (and such expense shall be
deemed a Liquidation Expense) only to the extent that it reasonably determines
that anticipated Liquidation Expenses will not exceed anticipated Liquidation
Proceeds. Except as otherwise provided in the related Servicing Supplement, the
Servicer shall be reimbursed for Disposition Expenses and Liquidation Expenses
as provided in Section 2.10. The Trustee on behalf of the Origination Trust
shall grant to the Servicer a Leased Vehicle Power of Attorney, and the
Servicer, as "Grantee" thereunder, with full power of substitution, shall give
prompt notice to the Trustee upon any such substitution.

         2.12 Servicer to Act on Behalf of Trustee.

         (a) The Servicer shall be deemed to have received proper instructions
with respect to any of the books and records relating to the Trust Assets,
including any Lease Document, upon receipt of written instructions by a
Responsible Officer of the Trustee (or a Co-Trustee) or the Trust Agent. A
certified copy of a bylaw or a Board Resolution of the Trustee or the Trust
Agent shall constitute conclusive evidence of the authority of any such
Responsible Officer to act and shall be considered in full force and effect
until receipt by the Servicer of written notice to the contrary given by the
Trustee or the Trust Agent, as the case may be.

         (b) The Servicer shall identify from time to time all (i) UCC financing
statements reflecting certain interests in Leases allocated to a particular
Sub-Trust and all related rights, (ii) periodic sales and use tax, income or
franchise tax or property (real or personal) tax reports for the Origination
Trust and the Trustee, (iii) periodic renewals of licenses and permits, (iv)
periodic renewals of qualifications to act as a business trust and trustee of a
business trust and (v) other periodic governmental filings, returns,
registrations or approvals (collectively, "Filings") arising with respect to or
required of the Trustee or the Origination Trust, including (in the case of
clauses (iii) and (v)) such licenses, permits and other Filings as are required
for the Origination Trust or the Trustee on behalf of the Origination Trust, as
the case may be, to accept assignments of Leases or Leased Vehicles and to be
identified and maintained as the owner of the Leased Vehicles on the related
Certificates of Title, as contemplated by Sections 2.04 and 2.05(a). The
Servicer shall also identify any surety bonds or other ancillary undertakings
required of the Origination Trust or the Trustee in respect of any Filing. The
Servicer, with, to the extent applicable, the cooperation of the UTI
Beneficiary, the Trustee or the Origination Trust, shall timely prepare and file
or cause to be filed, with the appropriate Person each Filing and each such
ancillary undertaking, and shall pay any and all fees, Taxes or expenses
required to be paid in connection with the foregoing. The Servicer shall provide
to the Trustee a copy of each such Filing or undertaking upon request, other
than Consolidated Tax Filings. In connection with this Section, the Trustee
shall grant to the Servicer such authority, including any necessary power of
attorney (including a Filings Power of Attorney), as it may require to effect
each such Filing or ancillary undertaking. If the Servicer receives notice, or
has actual knowledge, of material non-compliance with any Filing requirement, it
shall promptly so notify the Trustee. The Servicer shall not be required to
perform any of the actions specified in this Section in connection with any
requirements that may be applicable to any Co-Trustee, except to the extent
provided for in an applicable Co-Trustee Agreement to which the Servicer is a
party.

                                       13


         2.13 Liability of Servicer; Indemnities.

         (a) The Servicer shall be liable under this Agreement only to the
extent of the obligations specifically undertaken by it and shall have no other
obligations or liabilities hereunder.

         (b) The Servicer shall indemnify, defend and hold harmless the
following parties:

                  (i) the Origination Trust, the Trustee, any Co-Trustees, the
         Trust Agent, the Beneficiaries, the Holders and any Registered
         Pledgees, and their respective officers, directors, shareholders,
         Affiliates, employees and agents, from and against any and all Losses
         arising out of or resulting from the use or operation of any Leased
         Vehicle by the Servicer or any Affiliate thereof;

                  (ii) the Origination Trust, the Trustee, any Co-Trustees, the
         Trust Agent, the Beneficiaries, the Holders and any Registered Pledgees
         from and against any and all Losses to the extent that such Losses
         arose out of, or were imposed upon, such Persons by reason of the
         performance by the Servicer of its duties under this Agreement, the
         Trust Agreement or a Servicing Supplement (excluding credit and
         residual Losses) or by reason of its disregard of its obligations and
         duties hereunder or thereunder;

                  (iii) the Origination Trust, the Trustee, any Co-Trustees and
         the Trust Agent from and against any Taxes that may at any time be
         asserted against the Origination Trust, the Trustee, any Co-Trustee or
         the Trust Agent with respect to the transactions contemplated by this
         Agreement, the Origination Trust Agreement or a Servicing Supplement
         (other than Taxes based on income payable to such Persons hereunder and
         thereunder), including any sales, gross receipts, general corporation,
         tangible personal property, privilege or license Taxes and costs and
         expenses in defending against the same; and

                  (iv) the Trustee, any Co-Trustees and the Trust Agent from and
         against all Losses arising out of or incurred in connection with their
         acceptance or performance of the trusts and duties contained in this
         Agreement, a Servicing Supplement or any other Trust Document, except
         to the extent that any such Loss (A) is due to the willful misconduct,
         bad faith or negligence (except for good faith errors in judgment) of
         the Trustee or the Trust Agent, (B) arises from the material breach by
         the Trustee, any Co-Trustee or the Trust Agent of any of its
         obligations, representations or warranties in this Agreement, a
         Servicing Supplement or in any Trust Agency Agreement or (C) arises out
         of or is incurred in connection with the performance by the Trust Agent
         of the duties of Successor Servicer hereunder.

         (c) If the Servicer has made any indemnity payment pursuant to this
Section, it shall be a condition of such payment that if the recipient
thereafter collects from the Origination Trust, the Trust Assets or third
parties any amounts with respect to which the Servicer has made an indemnity
payment to the recipient hereunder, the Servicer shall be entitled to be
reimbursed by the recipient to the extent of such amounts collected, without
interest.

                                       14


         (d) The obligations of the Servicer under this Section shall survive
(i) any transaction described in Section 5.04 and any acts, occurrences or
transactions related thereto whether arising before or after the date of such
transaction, (ii) the resignation or removal of the Servicer or the Trustee and
(iii) the termination of this Agreement, any related Servicing Supplement and
the other Trust Documents.

         (e) This Section supercedes Section 6.02(a) of the Origination Trust
Agreement.

         2.14 Third Party Claims. The Servicer shall immediately notify the UTI
Beneficiary, each Related Beneficiary, each related Holder and the Trustee, upon
learning of a Claim or Lien of whatever kind of a third party that would be
likely to have a material adverse impact (not reasonably expected to be covered
by insurance) on the Origination Trust, any Sub-Trust or any Trust Assets
allocated to a particular Sub-Trust. The Servicer shall be responsible for the
defense of any Claim against the Trustee arising pursuant to or in connection
with a Claim or Proceeding (i) contemplated by Sections 2.13(b)(i), (ii) and
(iii), subject to the qualifications described therein, (ii) originally
commenced by the Servicer to enforce a Lease or (iii) with respect to the
servicing of a Lease. If the Servicer is responsible for the defense of such a
Proceeding or Claim, the Servicer will provide such information with respect
thereto as is reasonably requested by the UTI Beneficiary, a Related
Beneficiary, a related Holder (including any Registered Pledgees entitled to
such information) or the Trustee, as applicable.

         2.15 Insurance.

         (a) At the inception of each Lease, the Servicer shall (i) require each
Lessee to execute and deliver to the Servicer, on behalf of the Origination
Trust, an Agreement to Provide Insurance and (ii) in States where so required by
the issuer of the Contingent and Excess Liability Insurance Policy, obtain
confirmation of the issuance to the Lessee of automotive liability insurance
meeting the requirements of such issuer. If a Lessee fails to obtain or maintain
required insurance, the Servicer may deem the related Lease to be in default,
and the Servicer shall determine whether to repossess or recover the related
Leased Vehicle in accordance with Section 2.11 or otherwise to seek enforcement
of such Lease.

         (b) The Servicer will maintain and pay when due all premiums with
respect to, and the Servicer may not terminate or cause the termination of, the
Contingent and Excess Liability Insurance Policy unless a replacement insurance
policy or policies is obtained providing coverage against third party claims
that may be raised against the Origination Trust or the Trustee on behalf of the
Origination Trust and, except as otherwise provided in a Servicing Supplement
relating to a Securitized Financing, against any trust created in connection
with such Securitized Financing that issues securities, in each case with
respect to any Leased Vehicle (or, in the case of any such securitization trust,
against the Leased Vehicles allocated to the related UTI or SUBI, as the case
may be), in an amount at least equal to $1 million combined single limit per
occurrence and excess coverage of $15 million combined single limit each
occurrence without limit on the number of occurrences in any policy period
(which policy or policies may be a blanket insurance policy or policies covering
the Servicer and one or more of its Affiliates). On or before March 31 of each
year, commencing March 31, 2001, the Servicer shall provide to the Trustee an
Officer's Certificate certifying that the Insurance Policy the Servicer is
required to

                                       15


maintain pursuant to this Section is in full force and effect. The obligations
of the Servicer pursuant to this Section with respect to the Trust Assets shall
survive any termination of the Servicer's other obligations under this Agreement
until such time as Claims can no longer be brought which would be covered by
such policies, whether as a result of the expiration of relevant statutes of
limitations or otherwise.

                                       16


                                  ARTICLE Three

                             STATEMENTS AND REPORTS

         3.01 Reporting by the Servicer; Delivery of Certain Documentation.

         (a) Except as otherwise provided in any Servicing Supplement, on each
Calculation Date, the Servicer shall deliver to the Trustee, each Beneficiary
and each Holder (including any Registered Pledgee entitled thereto) a Settlement
Statement for the related Collection Period.

         (b) Within 90 days after the end of each fiscal year (commencing June
30, 2000), the Servicer shall cause the Independent Accountants of the Servicer
to deliver an agreed-upon procedures letter for the preceding year (or shorter
period, with respect to the first such letter) ended March 31, addressed to the
Trustee, the Servicer, the Related Beneficiaries, the related Holders (including
any Registered Pledgee entitled thereto) and if any Rated Securities are
outstanding, each Rating Agency, confirming that such Independent Accountants
have performed the outlined procedures and such other auditing procedures as
they considered necessary in the circumstances and stating that nothing came to
the attention of such Independent Accountants that caused them to believe that
the servicing of the Leases was not being conducted, or that distributions on
the Rated Securities (if any) were not being made, in each case in accordance
with this Agreement and any applicable Servicing Supplement, except for such
exceptions as such firm shall believe to be immaterial and such other exceptions
as shall be set forth in such statement. In the event such Independent
Accountants require the Trustee to agree to the outlined procedures, the
Servicer shall direct the Trustee in writing to so agree; it being understood
and agreed that the Trustee will deliver such letter of agreement in conclusive
reliance upon the direction of the Servicer, and that the Trustee has not made
any independent inquiry or investigation as to, and shall have no obligation or
liability in respect of, the sufficiency, validity or correctness of such
procedures.

         (c) Within 90 days after the end of each fiscal year (commencing June
30, 2000), the Servicer shall deliver an Officer's Certificate to the Trustee,
the Related Beneficiaries and each UTI Holder (including any Registered Pledgee
entitled thereto) to the effect that a review of the activities of the Servicer
during the preceding year (or shorter period, with respect to the first such
certificate) ended March 31 has been made under the supervision of the officer
executing such Officer's Certificate with a view to determining whether during
such year (or shorter period, as applicable) a Servicer Default has occurred,
and (i) stating that, to the best knowledge of such officer, no Servicer Default
has occurred or (ii) if a Servicer Default has occurred, specifying the nature
of such default and the status thereof.

         (d) On or before each Calculation Date, the Servicer shall, with
respect to (i) the UTI, upon request and (ii) each SUBI, as specified in a
related Servicing Supplement, cause to be delivered to (A) the Trustee, upon
request, a revised Schedule of Leases and Leased Vehicles, containing data as of
the last day of the related Collection Period, (B) the Trustee and the Related
Beneficiary, a report in respect of such Collection Period setting forth any
information required to be set forth therein by the related Servicing Supplement
and (C) the Trustee, to the extent reimbursement is requested pursuant to
Section 2.10, an Officer's Certificate of the Servicer

                                       17


identifying all related Leases and Vehicles acquired by the Origination Trust
during such Collection Period, the aggregate cost of such acquisitions, the
amount transferred by the Servicer during such Collection Period to fund such
acquisitions, the amount of all Reimbursable Expenses paid by the Servicer
during such Collection Period, the amount of all Capital Contributions made by
the Related Beneficiary during such Collection Period, the amount of any
transfer during such Collection Period into the related Collection Account and
the balance due the Servicer with respect to any unreimbursed advances.

                                       18


                                  ARTICLE Four

                                SERVICER DEFAULTS

         4.01 Servicer Defaults; Termination of Servicer.

         (a) Any of the following acts or occurrences shall constitute a
"Servicer Default":

                  (i) the Servicer shall fail to deposit, apply or distribute
         Collections in the manner and at such time as required hereunder,
         including, without limitation, failing to deliver to the Trustee for
         distribution to or for the account of a Holder any amounts required to
         be so distributed pursuant to this Agreement (including a related
         Servicing Supplement), and such failure shall have continued for a
         period of ten Business Days after either discovery by an officer of the
         Servicer of such failure or written notice of such failure shall have
         been given to the Servicer by the Trustee or such Holder; provided,
         however, that any such failure with respect to any Sub-Trust shall be a
         Servicer Default only with respect to such Sub-Trust and not with
         respect to any other Sub-Trust;

                  (ii) the Servicer shall fail to duly observe or perform in any
         material respect any of its covenants or agreements in this Agreement
         or a Servicing Supplement not otherwise covered in this Section
         4.01(a), which failure materially and adversely affects the rights of
         the Origination Trust or a related Holder, Registered Pledgee or a
         holder of a Security, and such default shall have continued for a
         period of 90 days after the earlier of the time (A) written notice
         thereof shall have been given to the Servicer by the Trustee or such
         Holder or Registered Pledgee or (B) such default becomes known to the
         Servicer; provided, however, that (1) any such default with respect to
         any Sub-Trust shall be a Servicer Default only with respect to such
         Sub-Trust and not with respect to any other Sub-Trust, and (2) the
         determination of materiality with respect to any Sub-Trust shall be
         made by reference to the related Holder and not by reference to any
         other Holder;

                  (iii) (A) the existence of any Proceeding in, or the entry of
         a decree or order for relief by, a court or regulatory authority having
         jurisdiction over the Servicer in an involuntary case under the federal
         bankruptcy laws, as now or hereafter in effect, (B) the appointment of
         a receiver, liquidator, assignee, trustee, custodian, sequestrator or
         other similar official with respect to the Servicer or of any
         substantial part of its property or (C) the ordering of the winding up
         or liquidation of the affairs of the Servicer, and in each case, the
         continuance of any such Proceeding unstayed and in effect for a period
         of 90 consecutive days or immediately upon entry of any decree or
         order;

                  (iv) the Servicer shall (A) apply for or consent to the
         appointment of, or the taking of possession by, a receiver, custodian,
         trustee or liquidator of itself or of all or a substantial part of its
         property, (B) admit in writing its inability, or be generally unable,
         to pay its debts as they become due, (C) make a general assignment for
         the benefit of creditors, (D) commence a voluntary case under the
         federal bankruptcy laws, as now or hereafter in effect, (E) be
         adjudicated a bankrupt or insolvent, (F) file a petition seeking to

                                       19


         take advantage of any other law providing for the relief of debtors or
         (G) take any corporate action for the purpose of effecting any of the
         foregoing;

                  (v) any representation, warranty or statement of the Servicer
         made in this Agreement or in a related Servicing Supplement (excluding
         those contemplated by Section 2.06(a)) or any certificate, report or
         other writing delivered pursuant to this Agreement or a related
         Servicing Supplement, shall prove to have been incorrect in any
         material respect when made and has a material adverse effect on a
         related Holder, Registered Pledgee or a holder of a Security and, if
         such default is of a type that may be corrected, the failure to correct
         the default within 30 days after the earlier of the time (A) written
         notice thereof shall have been given to the Servicer by the Trustee or
         such Holder or Registered Pledgee or (B) such incorrectness becomes
         known to the Servicer; provided, however, that (1) any such incorrect
         representation, warranty or statement made with respect to any
         Sub-Trust shall be a Servicer Default only with respect to such
         Sub-Trust and not with respect to any other Sub-Trust and (2) the
         determination of a material adverse effect with respect to any
         Sub-Trust shall be made only by reference to the related Holder and not
         to any other Holder;

                  (vi) the Servicer shall have failed to perform its obligations
         under Section 2.15(b) with respect to the Contingent and Excess
         Liability Insurance Policy and such failure shall continue for a period
         of ten Business Days after the earlier of the time (A) written notice
         thereof shall have been given to the Servicer by the Trustee, a Holder
         or Registered Pledgee or (B) such failure becomes known to the
         Servicer; or

                  (vii) the Servicer shall fail to deliver to the Trustee any
         report required to be delivered to the Trustee pursuant to this
         Agreement or a Servicing Supplement within 60 Business Days after the
         date such report is due; provided, however, that any such failure with
         respect to any Sub-Trust shall be a Servicer Default only with respect
         to such Sub-Trust and not with respect to any other Sub-Trust.

Notwithstanding the foregoing, a delay in or failure of performance under clause
(i) for a period of ten Business Days, under clause (ii) for a period of 120
days, under clause (v) for a period of 90 days or under clause (vii) for a
period of 60 days, shall not constitute a Servicer Default if caused by a Force
Majeure Event. Upon the occurrence of a Force Majeure Event, the Servicer shall
(i) make commercially reasonable efforts to perform its obligations hereunder in
a timely manner in accordance with the terms of this Agreement and (ii) provide
to the Trustee, the UTI Beneficiary each Related Beneficiary and each related
Holder prompt notice of such Force Majeure Event and the resulting delay or
failure in performance to which such Force Majeure Event relates, together with
a description of its efforts to so perform its obligations hereunder.

         (b) The Servicer shall provide to the Trustee and each related Holder
and Registered Pledgee prompt notice of any (i) Servicer Default or (ii) event
or condition that, with the giving of notice or the passage of time, or both,
would become a Servicer Default, accompanied in each case by a description of
the nature of the default and the Servicer's efforts to remedy the same.

                                       20


         (c) If a Servicer Default shall have occurred and be continuing with
respect to one or more Sub-Trusts, the Trustee may remedy such Servicer Default,
or at the direction of the Required Related Holders (which, with respect to a
Servicer Default relating to a SUBI, shall not include the UTI Beneficiary and
which, with respect to a Servicer Default relating only to the UTI, shall only
include the UTI Beneficiary), or, if applicable, the holders of Rated Securities
(in the manner provided for in the related Servicing Supplement) by notice to
the Servicer, the UTI Beneficiary and the related Holders (and, if applicable,
the holders of Rated Securities), terminate all (or, if such Servicer Default
relates only to a particular Sub-Trust, the applicable portion) of the rights
and obligations of the Servicer under this Agreement and the related Servicing
Supplement, including all or a portion (allocable to the rights and obligations
terminated) of the rights of the Servicer to receive the servicing compensation
provided for in Section 2.09 (or the applicable portion thereof) with respect to
such Sub-Trust following the assumption by a successor of the Servicer's duties
hereunder. Upon any such termination, the Servicer shall continue to perform its
functions as Servicer until the earlier of the date specified in the termination
notice or, if no such date is specified therein, the date of the Servicer's
receipt of such notice, at which time all rights, powers, duties, obligations
and responsibilities of the Servicer under this Agreement and the related
Servicing Supplement, whether with respect to the Servicing Fee or otherwise, so
terminated with respect to one or more Sub-Trusts shall, as applicable, vest in
and be assumed by a Successor Servicer appointed by the Trustee pursuant to a
servicing agreement with the Origination Trust and the Related Beneficiary,
containing substantially the same provisions as this Agreement in respect of the
related Sub-Trust (including those with respect to the compensation of such
Successor Servicer). The Trustee is hereby irrevocably authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, all documents and other instruments (including any notices to Lessees
deemed necessary or advisable by the Trustee), and to do or accomplish all other
acts or things necessary or appropriate to effect such vesting and assumption.
Such action shall include, directing any or all of the related Lessees to remit
payments on or in respect of the related Leases and Leased Vehicles to an
account or address designated by the Trustee or the Successor Servicer. The
Servicer shall comply with its obligations under Section 6.01(b) in connection
with any such termination.

         (d) All reasonable costs and expenses incurred in connection with
transferring the servicing of the related Leases and Leased Vehicles to the
Successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section shall be paid by the predecessor Servicer (or,
if the predecessor Servicer is the Trust Agent, the initial Servicer) upon
presentation of reasonable documentation of such costs and expenses. In the
event that a Servicer fails to pay costs and expenses for which it is
responsible under this Section within a reasonable time after presentation of
such documentation, the Successor Servicer shall be entitled to reimbursement
therefor as a Liability payable from Trust Assets in accordance with Section
3.08 of the Origination Trust Agreement, and the Origination Trust shall be
subrogated to the reimbursement rights of the Successor Servicer against the
departing Servicer.

         (e) At the direction of the Registered Pledgee, or if there is none,
the Required Related Holders, the Trustee shall waive default by the Servicer in
the performance of its obligations hereunder and its consequences with regard to
any Sub-Trust, except that any such waiver in respect of a Sub-Trust created
pursuant to a Supplement may only be given in accordance with

                                       21


such Supplement or the related Servicing Supplement. Upon any such waiver by the
Trustee of a past default, such default shall cease to exist, and any Servicer
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement and the related Servicing Supplement. No such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

         (f) If the Servicer resigns or is terminated as Servicer hereunder, the
Trustee, acting at the direction of the Required Related Holders, shall appoint
a Successor Servicer hereunder. If a Successor Servicer is not appointed by the
effective date of the predecessor Servicer's termination hereunder or
resignation pursuant to Section 5.04, the Trust Agent shall act as Successor
Servicer with respect to the Sub-Trust or Sub-Trusts affected hereby. If the
Origination Trust Agent is unwilling or legally unable to so act, then the
Origination Trust shall promptly appoint or petition a court of competent
jurisdiction to appoint as Successor Servicer with respect to such Sub-Trust or
Sub-Trusts any established entity the regular business of which includes the
servicing of motor vehicle leases or retail installment sale contracts.

         (g) In the event of the partial termination by the Trustee of any, but
not all, of the Servicer's rights and powers hereunder, the Servicer (and,
except with respect to UTI Assets, unless otherwise directed by the Trustee)
shall continue to service, administer and collect Leases and Leased Vehicles in
unaffected Sub-Trusts and shall have the right to receive servicing compensation
in accordance with Section 2.09 with respect to all such unaffected Sub-Trusts.

         (h) Any compensation payable to a Successor Servicer may not be in
excess of that permitted the predecessor Servicer unless the related Holders
bear such excess costs exclusively.

         4.02 No Effect on Other Parties. Upon any complete or partial
termination of the rights and powers of the Servicer pursuant to Section 6.01 or
upon any appointment of a Successor Servicer with respect to all or a portion of
the Trust Assets, all rights, powers, duties and obligations of the Origination
Trust and the Trustee under this Agreement or any other Trust Document shall
remain in full force and effect, except as otherwise expressly provided in this
Agreement or in any other Trust Document.

                                       22


                                  ARTICLE Five

                                  THE SERVICER

         5.01 Representations and Warranties. As of the date hereof, the
Servicer makes the following representations and warranties with respect to each
Sub-Trust to the Origination Trust, each Related Beneficiary and each Holder:

                  (a) Organization and Good Standing. The Servicer has been duly
         organized and is validly existing as a corporation in good standing
         under the laws of the State of California, with corporate power and
         authority to own its properties and to conduct its business as such
         properties are currently owned and such business is presently
         conducted, and had at all relevant times, and has corporate power,
         authority and legal right to acquire, own, sell and service the Leases
         and the Leased Vehicles and to serve as custodian hereunder, except
         where failure to do so will not have a material adverse effect on the
         Servicer's ability to perform its obligations under this Agreement.

                  (b) Due Qualification. The Servicer is duly qualified to do
         business as a foreign corporation in good standing, and has obtained
         all necessary licenses and approvals in all jurisdictions in which the
         ownership or lease of property or the conduct of its business
         (including the servicing of the Leases and Leased Vehicles as required
         by this Agreement) requires such qualifications except when the failure
         to have any such license, approval or qualification would not be likely
         to have a material adverse effect on the condition, financial or
         otherwise, of the Servicer or would not be likely to have a material
         adverse effect on the ability of the Servicer to perform its
         obligations under this Agreement.

                  (c) Power and Authority. The Servicer has the power and
         authority to execute and deliver this Agreement and to carry out its
         terms; and the execution, delivery and performance of this Agreement
         has been duly authorized by the Servicer by all necessary corporate
         action.

                  (d) Binding Obligation. This Agreement has been duly executed
         and delivered by the Servicer and constitutes a legal, valid and
         binding obligation of the Servicer enforceable against the Servicer in
         accordance with its terms, except as such enforceability may be subject
         to or limited by bankruptcy, insolvency, reorganization, moratorium,
         liquidation, fraudulent conveyance or other similar laws affecting the
         enforcement of creditors' rights in general and by general principles
         of equity or public policy, regardless of whether such enforceability
         shall be considered in a proceeding in equity or in law.

                  (e) No Violation. The consummation of the transactions
         contemplated by, and the fulfillment of the terms of, this Agreement
         will not (i) conflict with, result in any breach of any of the terms
         and provisions of, or constitute (with or without notice or lapse of
         time) a default under the articles of incorporation or bylaws of the
         Servicer, (ii) conflict with or breach any of the material terms or
         provisions of, or constitute (with or without

                                       23


         notice or lapse of time) a default under, any material indenture,
         agreement or other instrument to which the Servicer is a party or by
         which it is bound, (iii) result in the creation or imposition of any
         material lien upon any properties of the Servicer pursuant to the terms
         of any such indenture, agreement or other instrument (other than this
         Agreement or a related Servicing Supplement) or (iv) violate any law or
         any order, rule or regulation applicable to the Servicer of any court
         or of any federal or state regulatory body, administrative agency or
         other governmental instrumentality having jurisdiction over the
         Servicer or its properties, in each case which breach, default,
         conflict, lien or violation would be likely to have a material adverse
         effect on the financial condition of the Servicer.

                  (f) No Proceedings. There are no Proceedings in which the
         Servicer has been served, or to the Servicer's knowledge, Proceedings
         which are pending or threatened, in each case, before any court,
         regulatory body, administrative agency or other governmental
         instrumentality having jurisdiction over the Servicer: (i) asserting
         the invalidity of this Agreement; (ii) seeking to prevent the
         consummation of any of the transactions contemplated by this Agreement;
         (iii) seeking any determination or ruling that would be likely to
         materially and adversely affect the performance by the Servicer of its
         obligations under, or the validity or enforceability of, this
         Agreement; or (iv) relating to the Servicer and that would be likely to
         adversely affect the federal income tax attributes of the Origination
         Trust or any Sub-Trust.

                  (g) Permits, Licenses, Approvals, Consents. The Servicer has
         obtained any and all permits, licenses, approvals, orders and consents
         of and made all necessary registrations with, each Governmental
         Authority and each other Person required in connection with the
         execution, delivery and performance of this Agreement and the
         consummation of the transactions contemplated hereby.

         5.02 Limitation on Liability of Servicer.

         (a) Neither the Servicer nor any of its directors, officers, employees
or agents shall be under any liability to the Origination Trust, the Trustee,
any Beneficiary, any Holder, any Registered Pledgee or any third party
beneficiary of this Agreement or any other Trust Document, except as otherwise
provided in the applicable Trust Document, for any action taken or for
refraining from the taking of any action pursuant to this Agreement or any other
Trust Document, or for errors in judgment; provided, however, that this
provision shall not protect the Servicer or any such individual against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of reckless
disregard of obligations or duties under this Agreement or any other Trust
Document.

         (b) Except as otherwise provided in this Agreement or any other Trust
Document, the Servicer shall not be under any obligation to appear in, prosecute
or defend any Proceeding not incidental to its duties to service the Leases in
accordance with this Agreement, and that in its opinion may involve it in any
Liability; provided, however, that the Servicer may undertake any reasonable
action it may deem necessary or desirable in respect of this Agreement and the
rights

                                       24


and duties of the parties hereto and the interests of the Origination Trust, and
any reasonable expense related to any such undertaking by the Servicer shall be
a Reimbursable Expense.

         (c) The Servicer and any director, officer, employee or agent of the
Servicer may rely in good faith on the advice of counsel or on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement or any other Trust Document.

         5.03 Merger.

         (a) The Servicer shall not consolidate with or merge into any other
corporation or convey, transfer or lease all or substantially all of its assets
as an entirety to any Person unless (i) the entity formed by such consolidation
or into which the Servicer is to be merged or the Person that is to acquire by
conveyance, transfer or lease all or substantially all of the assets of the
Servicer as an entirety (A) is an entity organized and existing under the laws
of the United States or any State and (B) either executes and delivers to the
Origination Trust an agreement, in form and substance reasonably satisfactory to
the Trustee and the Registered Pledgee, if any, containing an assumption by such
successor entity of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Servicer under this
Agreement and the other Trust Documents or will be so bound by operation of law
or (ii) the Servicer will be the surviving corporation resulting from such
consolidation or merger.

         (b) Any corporation (i) into which the Servicer may be merged or
consolidated, (ii) that may result from any merger, conversion or consolidation
to which the Servicer shall be a party, (iii) that may succeed to all or
substantially all of the business of the Servicer or (iv) more than 50% of the
voting stock of which is directly or indirectly owned by NMAC or any Affiliate
thereof and that is otherwise servicing motor vehicle leases or retail
installment sale contracts, which corporation in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Servicer
under the Trust Documents, shall be the successor to the Servicer under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties to this Agreement. The Servicer shall provide notice
of any merger, consolidation or succession pursuant to this Section to the
Trustee and each Holder and Registered Pledgee. The Servicer may appoint one or
more nominees to hold title to any or all of the Trust Assets in the name of
such nominee title holder for the sole and exclusive benefit of the Origination
Trust and, upon the appointment of such a nominee title holder, the Origination
Trust or the Trustee (or a Co-Trustee) on behalf of the Origination Trust, as
applicable, shall transfer title to all or such portion of the Trust Assets as
directed by the Servicer.

         5.04 Servicer Not to Resign; Assignment.

         (a) Except as provided in Section 4.01(c) or 6.01, the Servicer shall
not resign from the duties and obligations imposed on it hereby as Servicer
except upon a determination by its Board of Directors that by reason of a change
in applicable legal requirements, the continued performance by the Servicer of
its duties as Servicer under this Agreement would cause it to be in violation of
such legal requirements in a manner that would be likely to result in a material
adverse effect on the Servicer or its financial condition, such determination to
be evidenced by

                                       25


the delivery to the Trustee of a Board Resolution to such effect. No such
resignation shall become effective until the date upon which the Servicer
becomes unable to act as Servicer, as specified in such notice, unless a
Successor Servicer has assumed the duties of the Servicer hereunder. If the
Servicer is so required to resign, the Servicer shall assist the Trustee in
finding a Successor Servicer, which Person shall enter into a new servicing
agreement with the Origination Trust, having substantially the same provisions
as this Agreement. The Trustee shall not unreasonably withhold its consent to
such a servicing agreement.

         (b) The Servicer may not assign this Agreement or any of its rights,
powers, duties or obligations hereunder; provided, however, that the Servicer
may assign this Agreement in connection with a consolidation, merger,
conveyance, transfer or lease made in compliance with Section 5.03.

         (c) Except as otherwise provided in this Section, the duties and
obligations of the Servicer under this Agreement shall continue until the
Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have
been terminated as provided in Section 6.01 and shall survive the exercise by
the Trustee of any right or remedy under this Agreement or the enforcement by
the Trustee of any provision of the other Trust Documents.

                                       26


                                   ARTICLE Six

                                  MISCELLANEOUS

         6.01 Termination of Agreement; Transfer of Servicing Materials to
Successor Servicer.

         (a) This Agreement shall terminate, completely or in part with respect
to one or more Sub-Trusts, upon the earlier of (i) the dissolution of the
Origination Trust, (ii) with respect to the Servicer, but not as to the
applicable Successor Servicer, the discharge of the Servicer in accordance with
the terms of this Agreement (completely or with regard to any of (A) the
Servicer's obligation to cause the assignment of Leases, Leased Vehicles and
related Trust Assets to the Origination Trust or (B) the Servicer's servicing
obligations with regard to one or more Sub-Trusts) or (iii) the mutual written
determination of the parties hereto (completely or in any part as set forth in
clause (ii) above). Upon any termination of the Servicer's servicing obligations
hereunder with regard to any Sub-Trust, upon payment of all amounts due to the
Servicer hereunder with respect to such Sub-Trust (including related accrued
Servicing Fees and additional servicing compensation payable in respect of such
Sub-Trust and reimbursement of any advances), the Servicer shall pay to or upon
the order of the Trustee or any other Person entitled thereto all monies held by
the Servicer on behalf of the Origination Trust or the Trustee with respect to
such Sub-Trust. Any termination of the Servicer with respect to one Sub-Trust
shall not thereby effect a termination of the Servicer with respect to any other
Sub-Trust in existence at the time of such termination.

         (b) If the rights of the Servicer are terminated hereunder with regard
to any Sub-Trust, the Servicer shall, upon demand of the Trustee, deliver to the
Trustee or the applicable Successor Servicer copies of all books and records
necessary for the servicing of the related Leases and Leased Vehicles, all
monies collected by it and required to be deposited in any Trust Account or
other account relating to the Sub-Trust (including the transfer of applicable
Security Deposits being held by the Servicer), and any related Leased Vehicle in
its possession that has been repossessed or recovered and is part of Matured
Vehicle Inventory and in either case has not yet been sold or otherwise disposed
of pursuant to this Agreement. In addition, the Servicer shall use commercially
reasonable efforts to effect the orderly and efficient transfer of the servicing
of the applicable Leases to the Successor Servicer. As promptly as practicable,
the Servicer shall provide to the Successor Servicer a current computer tape
containing all information required for the servicing of such Leases, together
with documentation containing any and all information necessary for use of such
computer tape.

         6.02 Amendment.

         (a) Subject to Section 6.02(b), this Agreement may be amended as it
relates to (i) the Origination Trust, by written agreement among the Origination
Trust, the UTI Beneficiary, the Servicer and any additional Persons required by
any Servicing Supplement or (ii) a particular Sub-Trust, by one or more
Servicing Supplements among the Origination Trust, the UTI Beneficiary, the
Servicer and any additional Persons required by the related Servicing
Supplement. A Servicing Supplement may provide, among other things, for further
specific servicing obligations with respect to the related Sub-Trust. Such
Servicing Supplements may

                                       27



permit the termination of this Agreement insofar as it applies to the related
Sub-Trust, upon the terms and conditions set forth therein; provided, that no
SUBI Servicing Supplement shall be effective to authorize or effect the
termination of this Agreement insofar as it relates to the UTI or any Other
SUBI, and no UTI Servicing Supplement shall be effective to authorize or effect
the termination of this Agreement insofar as it relates to any SUBI.

         (b) This Agreement may be amended at any time by the UTI Beneficiary,
the Origination Trust and the Servicer, without the consent of any Holder or
other Beneficiary, (i) to (A) cure any ambiguity, (B) correct or supplement any
provision herein that may be inconsistent with any other provision herein, (C)
add any provision that provides additional rights to the Holders or (D) ensure
that none of the Origination Trust, the Beneficiaries or the Holders is
classified as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes, as evidenced by an Opinion of
Counsel; provided, in each case, that such amendment will not, in the good faith
judgment of the parties thereto, materially and adversely affect the interest of
any Holder or (ii) for any other purpose, provided that an Opinion of Counsel is
delivered to the Trustee to the effect that such amendment or supplement will
not materially and adversely affect the interest of any Holder.

         (c) Any amendment or supplement effected contrary to the provisions of
this Section shall be void.

         6.03 Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California, without giving
effect to otherwise applicable principles of conflicts of law.

         6.04 Relationship of this Agreement to Other Trust Documents. Unless
the context otherwise requires, this Agreement and the other Trust Documents
shall be interpreted so as to give full effect to all provisions hereof and
thereof. The provisions of this Agreement supersede the servicing provisions of
the Origination Trust Agreement. In the event of any actual conflict between the
provisions of this Agreement and (i) the Origination Trust Agreement, with
respect to the servicing of any Trust Assets, the provisions of this Agreement
shall prevail and (ii) any Servicing Supplement with respect to the servicing of
any Related Trust Assets, the provisions of such Servicing Supplement shall
control with respect to the related Sub-Trust.

         6.05 Notices. All demands, notices and communications hereunder shall
be in writing and shall be delivered or mailed by registered or certified first-
class United States mail, postage prepaid, hand delivery, prepaid courier
service, or facsimile transmission, and addressed in each case as follows: (i)
if to the Servicer, at 990 West 190th Street, Torrance, California 90502
(telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to NILT Trust, at
One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601
(telecopier: (312) 228-9401), Attention: NILT, Inc.; (iii) if to the Trustee, at
One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601
(telecopier no. (312) 228-9401), Attention: NILT, Inc., with a copy (which shall
not constitute notice) to the UTI Beneficiary; (iv) if to the Origination Trust,
at the Trust Office (telecopier no. (310) 324-2542); or (v) with respect to any
of the foregoing Persons, at such other address or telecopier number as shall be
designated by such Person in a written notice to the other parties hereto.
Delivery shall occur only upon receipt

                                       28



or rejected tender of such communication by an officer of the recipient entitled
to receive such notices located at the address of such recipient for notices
hereunder. A copy of all notices to the Trustee shall be delivered to the Trust
Agent.

         6.06 Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement or any Servicing Supplement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement, as supplemented or
amended, and shall in no way affect the validity or enforceability of the other
covenants, agreements, provisions or terms of this Agreement or any Servicing
Supplement.

         6.07 Inspection and Audit Rights. The Servicer agrees that, on
reasonable prior notice, it will permit any representative or designee of the
Trustee, the UTI Beneficiary, a UTI Holder or Registered Pledgee during the
normal business hours of the Servicer, to examine all books of account, records,
reports and other papers of the Servicer relating to the Trust Assets, to make
copies and extracts therefrom, to cause such books to be audited by Independent
Accountants selected by the Trustee, UTI Beneficiary, UTI Holder or Registered
Pledgee, as applicable, and to discuss the affairs, finances and accounts
related to the Trust Assets with its officers and employees, all at such
reasonable times and as often as may be reasonably requested. Such rights shall
include, but shall not be limited to, any offsite storage facilities at which
any data (including, without limitation, computerized records), together with
all operating software and appropriate documentation, may be held. The Trustee,
the UTI Beneficiary and each UTI Holder and Registered Pledgee agree to keep
confidential all confidential information of the Servicer acquired during any
such examination as if such information were its own confidential information,
except to the extent necessary for the purposes of this Agreement or the
enforcement thereof. Unless a Servicer Default has occurred and is continuing,
any expense incident to the exercise by the Trustee, the UTI Beneficiary, a UTI
Holder or the Registered Pledgee of any right under this Section shall be paid
as a Trust Expense of the UTI.

         6.08 Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their permitted
successors and assigns.

         6.09 Table of Contents and Headings. The Table of Contents and Article
and Section headings herein are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof.

         6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.

         6.11 Further Assurances. Each party shall take such acts, and execute
and deliver to any other party such additional documents or instruments as may
be reasonably requested in order to effect the purposes of this Agreement and to
better assure and confirm unto the requesting party its rights, powers and
remedies hereunder.

                                       29



         6.12 Third-Party Beneficiaries. The UTI Beneficiary and each UTI Holder
and Registered Pledgee shall be third party beneficiaries of this Agreement. The
related Beneficiary, the related Holders and any other Person designated as a
third party beneficiary in a servicing Supplement shall be third party
beneficiaries of this Agreement as supplemented by such Servicing Supplement.
Except as otherwise provided in this Agreement or a Servicing Supplement, no
other Person shall have any rights hereunder.

         6.13 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any party hereto, any right, remedy, power
or privilege under this Agreement or any Servicing Supplement shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided in this Agreement and any Servicing
Supplement are cumulative and not exhaustive of any rights, remedies, powers or
privileges provided at law, in equity or otherwise.

         6.14 No Petition. Each of the parties hereto covenants and agrees that
prior to the date that is one year and one day after the date on which all
obligations under each Securitized Financing have been paid in full, it will not
institute against, or join any other Person in instituting against the Grantor,
the UTI Beneficiary, the Trustee, the Origination Trust, any Special Purpose
Affiliate, any Beneficiary, any general partner of a Beneficiary or of a Special
Purpose Affiliate that is a partnership, any member of a Beneficiary or of a
Special Purpose Affiliate (or any of their respective general partners) that is
a limited liability company or any trustee of a Beneficiary or of a Special
Purpose Affiliate which is a trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation Proceeding or other Proceeding under any federal or
State bankruptcy or similar law. This Section shall survive the complete or
partial termination of this Agreement or the complete or partial resignation or
removal of the Servicer.

                                       30



                         ARTICLES SEVEN, EIGHT AND NINE

                                   [RESERVED]

                                       31



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers duly authorized as of the day and
year first above written.

                                    NISSAN-INFINITI LT

                                    By: NILT, INC.,
                                        as Trustee of Nissan-Infiniti LT

                                    By: /s/ Nancie J. Arvin
                                        -------------------
                                        Name: Nancie J. Arvin
                                        Title: Vice President

                                    NILT TRUST,
                                       as UTI Beneficiary

                                    By: U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        as Trustee

                                    By: /s/ Nancie J. Arvin
                                        -------------------
                                        Name: Nancie J. Arvin
                                        Title: Vice President

                                    NISSAN MOTOR ACCEPTANCE CORPORATION,
                                       as Servicer

                                    By: /s/Robin A. Norris
                                        -------------------
                                        Name: Robin A. Norris
                                        Title: Vice President

                                       32



                                                                      SCHEDULE I

                            LEASE DOCUMENT LOCATIONS

         Nissan Motor Acceptance Corporation facilities locations:

                  2901 Kinwest Parkway
                  Irving, Texas  75063-5809

                  990 West 190th Street
                  Torrance, California  90502-1019

         Location of Offsite Records:

                  Iron Mountain
                  1235 N. Union Bower
                  Irving, Texas  75061

                  Iron Mountain
                  5911 Fresca Drive
                  La Palma, California  90623

                                      SI-1



                                                                       EXHIBIT A

                                   DEFINITIONS

         "Accountant" means a firm of public accountants of nationally
recognized standing.

         "Adjusted Capitalized Cost" means, with respect to any leased vehicle,
the Gross Capitalized Cost less the Capitalized Cost Reduction, which amount is
used in calculating the Monthly Payment.

         "Administrative Charge" has the meaning set forth in the Origination
Trust Agreement, plus any disposition fee, with respect to any Lease or Lease
Vehicle.

         "Administrative Lien" has the meaning set forth in the Origination
Trust Agreement.

         "Affiliate" has the meaning set forth in the Origination Trust
Agreement.

         "Agreement" means this Servicing Agreement, as amended or supplemented
from time to time; provided, however, that except as otherwise provided therein,
a supplement hereto with respect to the UTI or a SUBI will only supplement this
Servicing Agreement as it relates to the UTI or such SUBI, as the case may be.

         "Agreement to Provide Insurance" means the agreement of such name
required to be executed by each Lessee as a condition to its Lease in accordance
with the Credit and Collection Policy, or any successor to such agreement.

         "Assignment Agreement" has the meaning set forth in the Origination
Trust Agreement.

         "Assignment Date" means, with respect to any Lease or Leased Vehicle,
the date such Lease or Leased Vehicle is transferred to the Origination Trust.

         "Auction Proceeds" means, with respect to a Collection Period, all
amounts received by the Servicer in connection with the sale or disposition of
any Vehicle which is sold at auction or otherwise disposed of by the Servicer
during such Collection Period, other than Insurance Proceeds.

         "Beneficiaries" has the meaning set forth in the Origination Trust
Agreement.

         "Board of Directors" means, with respect to any Person (which, in the
case of a partnership, shall be its managing general partner or, if there is no
managing general partner, any general partner thereof and in the case of a trust
shall be its beneficiary), either its Board of Directors or any duly authorized
committee thereof.

         "Board Resolution" means, with respect to any Person (which, in the
case of a partnership, shall be its managing general partner or, if there is no
managing general partner, any general partner thereof and in the case of a trust
shall be its beneficiary), a copy of a resolution certified by its Secretary or
an Assistant Secretary to have been duly adopted by the Board of

                                       A-1



Directors of such Person and to be in full force and effect on the date of such
certification and delivered to the entity to which such resolution is required
to be delivered.

         "Business Day" has the meaning set forth in the Origination Trust
Agreement.

         "Calculation Date" means, with respect to any Collection Period, the
fifteenth calendar day of the immediately succeeding Collection Period, or if
such day is not a Business Day, the Business Day immediately preceding such
calendar day.

         "Capital Contribution" has the meaning set forth in the Origination
Trust Agreement.

         "Capitalized Cost Reduction" has the meaning set forth in the
Origination Trust Agreement.

         "Certificate of Title" has the meaning set forth in the Origination
Trust Agreement.

         "Claim" has the meaning set forth in the Origination Trust Agreement.

         "Collection Account" means with respect to (i) the UTI, the Collection
Account established and maintained with respect to the UTI pursuant to the
related UTI Supplement and (ii) a SUBI, the Collection Account established and
maintained with respect to a SUBI pursuant to the related SUBI Supplement.

         "Collection Account Balance" means, with respect to each Collection
Account, as of any date, the balance on deposit in such Collection Account as of
the close of business on the immediately preceding date.

         "Collection Period" means, except as otherwise provided in the
Servicing Supplement relating to a Sub-Trust, each calendar month.

         "Collections" means, with respect to any Collection Period and
Sub-Trust, all collections received on or with respect to the related Leases and
Leased Vehicles in respect of such Collection Period, including the following:
(i) Monthly Payments (including Payments Ahead when received), Payoffs,
Administrative Charges and any other payments under the Leases; (ii) Net Auction
Proceeds; (iii) Net Liquidation Proceeds not included in Net Auction Proceeds;
(iv) any Net Insurance Proceeds; and (iv) any proceeds of Dealer Recourse.

         "Consolidated Tax Filings" means periodic sales and use tax, income or
franchise tax or property (real or personal) tax reports for the Origination
Trust and the Trustee prepared for Nissan North America, Inc. or NMAC and their
respective Affiliates on a consolidated basis.

         "Contingent and Excess Liability Insurance Policy" means the policy
numbered ACV70334G-0, issued to the Servicer and the Trustee, on behalf of the
Origination Trust, by Yasuda Fire and Marine of America, plus all contingent,
excess or umbrella policies from time to time issued with the Trustee or the
Origination Trust named as an additional insured or loss payee, in each case to
the extent applicable to any Lease or Leased Vehicle and, in each case, all
replacement or successor policies.

                                       A-2



         "Co-Trustee" means any Person appointed to serve as a co-trustee or a
separate trustee or nominee holder of legal title of all or any part of a Trust
Asset pursuant to Section 5.11(a) of the Origination Trust Agreement.

         "Credit and Collection Policy" means the credit and collection policy
related to the Leases and Leased Vehicles maintained by the Servicer on behalf
of the Origination Trust pursuant to Section 2.01(b).

         "Dealer" has the meaning set forth in the Origination Trust Agreement.

         "Dealer Agreement" has the meaning set forth in the Origination Trust
Agreement.

         "Dealer Recourse" means, with respect to any Lease, all rights arising
under the related Dealer Agreement or otherwise against the Dealer which
originated such Lease.

         "Delaware Trustee" has the meaning set forth in the recitals.

         "Deposit Date" means, with respect to a Collection Period, the Business
Day immediately preceding the related Payment Date.

         "Disposition Expenses" means reasonable out-of-pocket expenses incurred
by the Servicer in connection with the sale at auction or other disposition of a
Leased Vehicle by the Servicer.

         "Distribution Account" means such account as may be established
pursuant to a Supplement, a Servicing Supplement or related Securitized
Financing Documents into which distributions to holders of Securities are
required to be deposited.

         "Dollar" and the sign "$" mean lawful money of the United States of
America.

         "Eligible Lease" has the meaning set forth in the Origination Trust
Agreement.

         "Filings" has the meaning set forth in Section 2.12(b).

         "Filings Power of Attorney" means a power of attorney granted by the
Trustee on behalf of the Origination Trust to the Servicer pursuant to Section
2.12(b), substantially in the form of Exhibit C.

         "Force Majeure Event" means an act beyond the reasonable control of the
Servicer, including acts of God, war, vandalism or sabotage, rioting, accidents,
fires, floods, earthquakes, hurricanes, strikes, labor disputes, mechanical
breakdowns, shortages or delays in obtaining suitable parts, equipment,
material, labor or transportation, acts of subcontractors, interruption of
utility services, acts of any unit of government or any governmental agency or
any event similar to the foregoing.

         "Grantor" has the meaning set forth in the recitals.

         "Gross Capitalized Cost" has the meaning set forth in the Origination
Trust Agreement.

                                       A-3



         "Holder" has the meaning set forth in the Origination Trust Agreement.

         "Independent" when used with respect to any Accountant, means such an
Accountant, who may also be the Accountant who audits a Beneficiary, NMAC, the
Servicer or any of their respective Affiliates, who is Independent with respect
to such entity as contemplated by Rule 101 of the Code of Professional Conduct
of the American Institute of Certified Public Accountants.

         "Insurance Expenses" means any Insurance Proceeds (i) applied to the
repair of the related Leased Vehicle, (ii) released to the related Lessee in
accordance with applicable law or the customary servicing procedures of the
Servicer or (iii) representing other related expenses incurred by the Servicer
not otherwise included in Liquidation Expenses or Disposition Expenses and
recoverable by the Servicer under this Agreement or any Servicing Supplement.

         "Insurance Policy" has the meaning set forth in the Origination Trust
Agreement.

         "Insurance Proceeds" has the meaning set forth in the Origination Trust
Agreement.

         "Lease" has the meaning set forth in the Origination Trust Agreement.

         "Lease Book Balance" means, with respect to any Lease as of any day,
the Adjusted Capitalized Cost of such Lease minus accumulated depreciation of
the related Leased Vehicle.

         "Lease Documents" means, with respect to each Lease, (i) the original,
fully executed Lease, (ii) the Agreement to Provide Insurance and any other
documentation of the Lessee's insurance coverage customarily maintained by the
Servicer, (iii) a copy of the application or application information of the
related Lessee, together with supporting information customarily maintained by
the Servicer which may include factory invoices related to new vehicles, credit
scoring information or Dealer purchase documentation and odometer statements
required by applicable law, (iv) the original Certificate of Title (or a copy of
the application therefor if the Certificate of Title has not yet been delivered
by the applicable Registrar of Titles) or such other documents, if any, that the
Servicer keeps on file in accordance with its customary practices indicating
that title to the related Leased Vehicle is in the name of the Origination Trust
(or such other name as directed by the Servicer pursuant to Section 2.04(a)) and
noting thereon any Administrative Lien, if required, and (v) any and all other
documents that the Servicer keeps on file in accordance with its customary
practices related to such Lease or the related Leased Vehicle or Lessee,
including any written agreements modifying such Lease (including any extension
agreements).

         "Leased Vehicle" has the meaning set forth in the Origination Trust
Agreement.

         "Leased Vehicle Power of Attorney" means a power of attorney granted by
the Trustee (or a Co-Trustee) on behalf of the Origination Trust to the Servicer
pursuant to Section 2.11(b), substantially in the form of Exhibit B.

         "Lessee" has the meaning set forth in the Origination Trust Agreement.

         "Lessor" has the meaning set forth in the Origination Trust Agreement.

                                       A-4



         "Liability" has the meaning set forth in the Origination Trust
Agreement.

         "Liquidated Lease" means a Lease (i) which is terminated by the
Servicer prior to its Maturity Date following a default thereunder or (ii) with
respect to which the related Lessee is no longer obligated to make Monthly
Payments.

         "Liquidated Vehicle" means the Leased Vehicle related to a Liquidated
Lease.

         "Liquidation Expenses" means reasonable out-of-pocket expenses incurred
by the Servicer in connection with the attempted realization of the full amounts
due or to become due under any Liquidated Lease, including expenses of any
collection effort (whether or not resulting in a lawsuit against the Lessee
under such Lease) or other expenses incurred prior to repossession, recovery or
return of the Liquidated Vehicle, expenses incurred in connection with the sale
or other disposition of a Liquidated Vehicle that has been repossessed or
recovered or has reached its Maturity Date, expenses incurred in connection with
making claims under any related Insurance Policy and expenses incurred in
connection with making claims for any Liquidation Expenses.

         "Liquidation Proceeds" means all amounts received by the Servicer with
respect to a Liquidated Lease and the related Liquidated Vehicle in connection
with the attempted realization of the full amounts due or to become due under
the Lease, including Net Auction Proceeds related to such Liquidated Vehicle,
but excluding Insurance Proceeds.

         "Loss" has the meaning set forth in the Origination Trust Agreement.

         "Matured Vehicle" as of any date means any Leased Vehicle the related
Lease of which has reached its Maturity Date or has been terminated by the
related Lessee prior to the Maturity Date (and the Lessee is not in default
under such Lease), which Leased Vehicle has been returned to the Servicer on
behalf of the Origination Trust.

         "Matured Vehicle Inventory" means, as of any date, all Matured Vehicles
that have not yet been sold or otherwise disposed of by the Servicer pursuant to
this Agreement and the related Servicing Supplement.

         "Maturity Date" has the meaning set forth in the Origination Trust
Agreement.

         "Monthly Payment" has the meaning set forth in the Origination Trust
Agreement.

         "Net Auction Proceeds" means Auction Proceeds net of related
Disposition Expenses.

         "Net Insurance Proceeds" means Insurance Proceeds net of related
Insurance Expenses.

         "Net Liquidation Proceeds" means Liquidation Proceeds net of related
Liquidation Expenses.

         "NILT Trust" has the meaning set forth in the preamble.

                                       A-5



         "NMAC" means Nissan Motor Acceptance Corporation, a California
corporation, and its successors.

         "NMAC's Portfolio" means, as of any date, all new or used Nissan or
Infiniti automobiles, sport utility vehicles, minivans or light-duty trucks
leased to lessees under lease contracts that are serviced by NMAC for itself or
others, whether or not such lease contracts have been assigned to the
Origination Trust.

         "Officer's Certificate" has the meaning set forth in the Origination
Trust Agreement.

         "Origination Trust" has the meaning set forth in the preamble.

         "Origination Trust Agreement" has the meaning set forth in the
recitals.

         "Payment Ahead" has the meaning set forth in the Origination Trust
Agreement.

         "Payment Date" means, except as otherwise set forth in a Servicing
Supplement, the twentieth day of each month, or, if such day is not a Business
Day, the immediately succeeding Business Day, commencing with the first Payment
Date specified in the related Servicing Supplement.

         "Payment Information" has the meaning set forth in Section 2.07(c)(i).

         "Payoff" means amounts paid to the Servicer to purchase a Leased
Vehicle.

         "Person" has the meaning set forth in the Origination Trust Agreement.

         "Principal Service Facility" means the principal servicing facility of
the Servicer, located, as of the date hereof, at 2901 Kinwest Parkway, Irving,
Texas 75063-5809 (P.O. Box 660366, Dallas, Texas 75266-0368) or such other
address as specified by the Servicer in writing to the other parties hereto.

         "Proceeding" has the meaning set forth in the Origination Trust
Agreement.

         "Registered Pledgee" has the meaning set forth in the Origination Trust
Agreement.

         "Registrar of Titles" has the meaning set forth in the Origination
Trust Agreement.

         "Reimbursable Expense" means an amount advanced by the Servicer to pay
the allocable share of the Sub-Trust's (i) costs or expenses associated with a
Proceeding pursuant to Section 2.01(d) or 5.02(b) hereof or (ii) fees or
expenses of the Trustee and any Co-Trustees pursuant to Section 5.13 of the
Origination Trust Agreement.

         "Related Beneficiary" has the meaning set forth in the Origination
Trust Agreement.

         "Related Trust Assets" has the meaning set forth in the Origination
Trust Agreement.

                                       A-6



         "Repurchase Amount" means, with respect to any (i) UTI Lease to be
repurchased by the Servicer pursuant to Section 2.06(b) or 2.06(c), the Lease
Book Balance of such Lease as of the end of the Collection Period preceding the
Collection Period in which (a) the cure period ended with respect to Section
2.06(b) or (b) the Servicer discovers or receives notice of such change with
respect to Section 2.06(c) and (ii) SUBI Lease to be repurchased by the Servicer
pursuant to Section 2.06(b) or 2.06(c), the purchase price as set forth in the
related SUBI Servicing Supplement.

         "Required Collection Account Balance" means, except as otherwise
required by the related Servicing Supplement, with respect to each Collection
Account as of the last day of a Collection Period, an amount equal to the
related Sub-Trust's share of all accrued but unpaid Reimbursable Expenses and
Trust Expenses as of such date.

         "Required Related Holders" means, with respect to (i) the UTI, the
Holders of UTI Certificates representing beneficial ownership of 51% of the UTI
(excluding any UTI Certificates held by the UTI Beneficiary, but only if any are
not held by the UTI Beneficiary, the Servicer (so long as NMAC or an Affiliate
is the Servicer) or any of their respective Affiliates) and (ii) any SUBI, the
Holders of SUBI Certificates representing 51% of the related ownership interest
in the SUBI (excluding any SUBI Certificates held by the UTI Beneficiary, the
Related Beneficiary, the Servicer (so long as NMAC or an Affiliate is the
Servicer) or any of their respective Affiliates).

         "Residual Value" has the meaning set forth in the Origination Trust
Agreement.

         "Responsible Officer" has the meaning set forth in the Origination
Trust Agreement.

         "Restricted Jurisdiction" means, with respect to (i) the UTI, any
jurisdiction in which the Origination Trust is not qualified and licensed to do
business and (ii) a SUBI, any jurisdiction in which the Origination Trust is not
qualified and licensed to do business and such other jurisdictions as may be
specified in the related SUBI Servicing Supplement.

         "Schedule of Leases and Leased Vehicles" has the meaning set forth in
the Origination Trust Agreement.

         "Securitized Financing" has the meaning set forth in the Origination
Trust Agreement.

         "Securitized Financing Documents" has the meaning set forth in the
Origination Trust Agreement.

         "Security" has the meaning set forth in the Origination Trust
Agreement.

         "Security Deposit" has the meaning set forth in the Origination Trust
Agreement.

         "Servicer Default" has the meaning set forth in Section 4.01.

         "Servicer" means NMAC, in its capacity as servicer under this
Agreement, and each Person succeeding to the duties of the Servicer hereunder
pursuant to Section 4.01(f) or 5.03(b).

                                       A-7



         "Servicing Fee" means the fee payable on each Payment Date equal to,
with respect to each Collection Period, with respect to (i) the UTI, one-twelfth
of the product of (A) 1.00% and (B) the Lease Book Balance of the UTI Leases as
of the first day of such Collection Period and (ii) a SUBI, the amount described
in the related SUBI Servicing Supplement.

         "Servicing Supplement" means either a UTI Servicing Supplement or a
SUBI Servicing Supplement, as the context may require.

         "Settlement Statement" has the meaning set forth in the related
Servicing Supplement.

         "State" has the meaning set forth in the Origination Trust Agreement.

         "Sub-Trust" has the meaning set forth in the Origination Trust
Agreement.

         "SUBI" has the meaning set forth in the recitals.

         "SUBI Collections" shall have the meaning set forth in the related
Servicing Supplement.

         "SUBI Lease Account" has the meaning set forth in the Origination Trust
Agreement.

         "SUBI Servicing Supplement" has the meaning set forth in the
Origination Trust Agreement.

         "SUBI Supplement" has the meaning set forth in the Origination Trust
Agreement.

         "SUBI Vehicle" means a Leased Vehicle allocated to a SUBI.

         "Successor Servicer" means an entity that accepts an appointment by the
Trustee or a court to serve as successor Servicer hereunder pursuant to Section
4.01(f), or, if no such entity accepts an appointment by the effective date of a
Servicer's termination hereunder, the Trust Agent until such time as a Successor
Servicer accepts an appointment hereunder.

         "Supplement" has the meaning set forth in the Origination Trust
Agreement.

         "Tax" has the meaning set forth in the Origination Trust Agreement.

         "Trust Agent" has the meaning set forth in the recitals.

         "Trust Asset Transfer" has the meaning set forth in the Origination
Trust Agreement.

         "Trust Assets" has the meaning set forth in the Origination Trust
Agreement.

         "Trust Document" has the meaning set forth in the Origination Trust
Agreement.

         "Trust Maintenance Fees" means fees of the Trustee and of the Delaware
Trustee and any other co-trustees appointed by the Trustee allocable to the UTI.

         "Trust Office" has the meaning set forth in the Origination Trust
Agreement.

                                       A-8



         "Trustee" has the meaning set forth in the recitals.

         "UCC" means the Uniform Commercial Code in effect in the applicable
jurisdiction.

         "UTI" has the meaning set forth in the Origination Trust Agreement.

         "UTI Assets" has the meaning set forth in the recitals.

         "UTI Beneficiary" has the meaning set forth in the preamble.

         "UTI Collections" means, with respect to any Collection Period, all
funds collected or received by the Servicer in respect of the UTI Assets during
such Collection Period.

         "UTI Holder" means a Holder of a UTI Certificate.

         "UTI Servicing Supplement" has the meaning set forth in the Origination
Trust Agreement.

         "UTI Supplement" has the meaning set forth in the Origination Trust
Agreement.

         "UTI Vehicle" means a Leased Vehicle allocated to the UTI.

         "Vehicle Representation Date" means, with respect to the Servicer's
representations and warranties in Section 2.06(a), with respect to (i) the UTI,
the Assignment Date of each related Lease and (ii) a SUBI, the "Vehicle
Representation Date" as defined in the related SUBI Servicing Supplement.

                                       A-9



                                                                       EXHIBIT B

                  LEASED VEHICLE POWER OF ATTORNEY PURSUANT TO
                   SECTION 2.11(b) OF THE SERVICING AGREEMENT

         KNOW ALL MEN BY THESE PRESENTS, that NILT, Inc., a Delaware corporation
(the "Grantor") located at One Illinois Center, 111 East Wacker Drive, Suite
3000, Chicago, Illinois 60601, as trustee, of Nissan-Infiniti LT, a Delaware
business trust (the "Trust"), does hereby appoint Nissan Motor Acceptance
Corporation, a California corporation located at 990 West 190th Street,
Torrance, California 90502 (the "Grantee"), as its attorney-in-fact with full
power of substitution and hereby authorizes and empowers the Grantee, in the
name of and on behalf of the Grantor or the Trust, to take the following actions
from time to time with respect to the motor vehicles referred to as "Leased
Vehicles" in each Servicing Agreement, dated as of March 1, 1999 (the "Servicing
Agreement"), among the Trust, NILT Trust, a Delaware business trust ("NILT
Trust"), as UTI Beneficiary, and the Grantee, such Leased Vehicles being more
particularly described in the currently effective "Schedule of Leases and Leased
Vehicles", as defined in the Servicing Agreement (such motor vehicles, the
"Leased Vehicles"), a copy of which "Schedule of Leases and Leased Vehicles" is
maintained by the Grantee and is incorporated herein by this reference as though
fully set forth herein, for the purpose of enabling the Grantee in the name of
the Grantor or the Trust to transfer, liquidate or dispose of the Leased
Vehicles, upon such terms and conditions as the Grantee deems advisable, namely
to:

                  (a)      sign the Grantor's or the Trust's name to any bills
         of sale, certificates of title, assignments of title, transfers of
         title or registration, applications for title or registration,
         application for transfer of title or registration, notices of sale,
         odometer statements or similar forms with respect to the repossession,
         repair, recovery, sale or other disposition of any of the Leased
         Vehicles; and

                  (b)      execute and deliver any and all instruments and take
         any and all further action in the name of or on behalf of the Grantor
         or the Trust as may be required or deemed desirable to accomplish any
         and all of the foregoing and carry out the purposes of this Power of
         Attorney.

         The Grantee is hereby empowered to do any and all lawful acts necessary
or desirable to effect the repair or transfer of the Leased Vehicles and the
Grantor hereby ratifies and confirms any and all lawful acts that the Grantee
shall undertake pursuant to and in conformity with this Power of Attorney.

         This Power of Attorney is revocable in whole or in part as to the
powers herein granted with respect to the Leased Vehicles related to one or more
Sub-Trusts upon notice by the Grantor. If not earlier revoked, this Power of
Attorney shall expire, completely or, if so indicated, in part, upon the earlier
of (i) the termination of that certain amended and restated trust and servicing
agreement, dated as of August 26, 1998 (the "Origination Trust Agreement"),
among NILT Trust, as UTI Beneficiary, Grantee, as Servicer, Grantor, as trustee,
Wilmington Trust Company, as Delaware trustee, and for certain limited purposes
set forth therein, U.S. Bank

                                       B-1



National Association, a national banking association, as trust agent, and (ii)
the termination of the Servicing Agreement (completely or with respect to the
Servicer's servicing obligations relating to one or more Sub-Trusts), as each
may be amended, restated or supplemented from time to time. Capitalized terms
used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Origination Trust Agreement or the Servicing Agreement, as the
case may be.

         This Power of Attorney shall be created under and governed and
construed under the internal laws of the State of California.

         The Grantor executes this Power of Attorney with the intent to be
legally bound hereby, and with the intent that such execution shall have the
full dignity afforded by the accompanying witnessing and notarization and all
lesser dignity resulting from the absence of such witnessing and notarization or
any combination thereof.

         Dated as of the first day of March, 1999.

                                    NILT, INC.,
                                        as Trustee of Nissan-Infiniti LT

                                    By: ________________________________________
                                        Name:
                                        Title:

                                       B-2



                                                                       EXHIBIT C

                      FILINGS POWER OF ATTORNEY PURSUANT TO
                   SECTION 2.12(b) OF THE SERVICING AGREEMENT

         KNOW ALL MEN BY THESE PRESENTS, that NILT, Inc., a Delaware corporation
(the "Grantor") located at One Illinois Center, 111 East Wacker Drive, Suite
3000, Chicago, Illinois 60601, as trustee, of Nissan-Infiniti LT, a Delaware
business trust (the "Trust"), does hereby appoint Nissan Motor Acceptance
Corporation, a California corporation, located at 990 West 190th Street,
Torrance, California 90502 (the "Grantee"), as its attorney-in-fact, with full
power of substitution and hereby authorizes and empowers the Grantee, in the
name of and on behalf of the Grantor or the Trust, to take the following actions
from time to time with respect to certain filings referred to in each Servicing
Agreement, dated as of March 1, 1999 (the "Servicing Agreement"), among the
Trust, NILT Trust, a Delaware business trust, and the Grantee, for the purposes
of enabling the Grantee in the name of the Grantor or the Trust to:

                  (a)      sign the Grantor's or the Trust's name to any (i)
         periodic sales and use tax, income or franchise tax or property (real
         or personal) tax reports, (ii) periodic renewals of licenses and
         permits, (iii) periodic renewals of qualification to act as a trust or
         a business trust or (iv) other periodic governmental filings,
         registrations, returns or approvals (collectively, "Filings") arising
         with respect to or required of the Grantor or the Trust; and

                  (b)      identify any surety bonds or other ancillary
         undertakings required of the Grantor or the Trust in respect of any
         Filing, execute and deliver any and all instruments and take any and
         all further action in the name of and on behalf of the Grantor or the
         Trust as may be required or deemed desirable to accomplish any and all
         of the foregoing and carry out the purposes of this Power of Attorney.

         The Grantee is hereby empowered to do any and all lawful acts necessary
or desirable to effect such Filings and the payment of such fees, costs and
taxes as necessary to complete these actions and the Grantor hereby ratifies and
confirms any and all lawful acts that the Grantee shall do pursuant to and in
conformity with this Power of Attorney.

         This Power of Attorney is revocable in whole or in part as to the
powers herein granted with respect to the Filings related to one or more
Sub-Trusts (as defined in the Origination Trust Agreement described below) upon
notice by the Grantor. If not earlier revoked, this Power of Attorney shall
expire, completely or, if so indicated, in part, upon the earlier of (i) the
termination of that certain amended and restated trust and servicing agreement,
dated as of August 26, 1998 (the "Origination Trust Agreement") among NILT
Trust, as UTI Beneficiary, the Grantee, as Servicer, the Grantor, as trustee,
Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee,
and for certain limited purposes only, U.S. Bank National Association, a
national banking association, as trust agent, and (ii) the termination of the
Servicing Agreement (completely or with respect to the Servicer's servicing
obligations relating to one or more Sub-Trusts), as each may be amended,
restated or supplemented from time to time. Capitalized terms

                                       C-1



used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Origination Trust Agreement.

         This Power of Attorney shall be created under and governed and
construed under the internal laws of the State of California.

         The Grantor executes this Power of Attorney with the intent to be
legally bound hereby, and with the intent that such execution shall have the
full dignity afforded by the accompanying witnessing and notarization and all
lesser dignity resulting from the absence of such witnessing and notarization or
any combination thereof.

         Dated as of the first day of March, 1999.

                                    NILT, INC.,
                                        as Trustee of Nissan-Infiniti LT

                                    By: ________________________________________
                                        Name:
                                        Title:

                                       C-2

EX-4.6

                                                                     EXHIBIT 4.6

- --------------------------------------------------------------------------------


                               NISSAN-INFINITI LT,
                              as Origination Trust,

                                   NILT TRUST,
                               as UTI Beneficiary,

                                       and

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                       as Registered Pledgee and Servicer

                          ----------------------------

                               FIRST AMENDMENT TO

                               SERVICING AGREEMENT

                           Dated as of January 3, 2001

                          ----------------------------


- --------------------------------------------------------------------------------

                                 FIRST AMENDMENT
                                       TO
                               SERVICING AGREEMENT

            This First Amendment to Servicing Agreement (this "Amendment") is
dated as of January 3, 2001 and entered into by and among Nissan-Infiniti LT, a
Delaware business trust (the "Origination Trust"), NILT Trust, a Delaware
business trust ("NILT Trust"), as initial beneficiary of the Origination Trust
(the "UTI Beneficiary"), and Nissan Motor Acceptance Corporation, a California
corporation ("NMAC"), as registered pledgee of the UTI Certificate (in such
capacity, the "Registered Pledgee") and as servicer (in such capacity, the
"Servicer"), and is made with reference to that certain Servicing Agreement,
dated as of March 1, 1999 (the "Servicing Agreement") by and among the
Origination Trust, NILT Trust and NMAC. Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in the Servicing
Agreement or the Amended and Restated Trust and Servicing Agreement, dated as of
August 26,1998 (the "Origination Trust Agreement"), by and among NILT Trust, as
UTI Beneficiary, NMAC, as Servicer, NILT, Inc., a Delaware corporation, as
trustee, Wilmington Trust Company, a Delaware banking corporation, as Delaware
trustee, and U.S. Bank National Association, a national banking association, as
trust agent.

                                    RECITALS

            WHEREAS, the parties hereto wish to amend and clarify the provisions
of the Servicing Agreement with respect to the treatment and disposition of
Liquidated Vehicles to allow NMAC to implement its like-kind exchange program;

            WHEREAS, pursuant to Section 6.02(b) of the Servicing Agreement, the
Servicing Agreement may be amended by the parties thereto without the consent of
any Holder or other Beneficiary provided that an Opinion of Counsel is delivered
to the Trustee to the effect that such amendment shall not materially and
adversely affect the interest of any Holder; and

            WHEREAS, an Opinion of Counsel has been delivered to the Trustee as
provided by Section 6.02(b) of the Servicing Agreement.

            NOW, THEREFORE, in consideration of the amendments, agreements, and
other provisions herein contained and of other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE ONE

                      AMENDMENT OF THE SERVICING AGREEMENT

            SECTION 1.01. Amendment of Section 2.01. Section 2.01(a) is hereby
amended by renumbering subparagraph "(viii)" to read "(ix)," striking the final
occurrence of the word "and" in subparagraph (vii), and adding the following new
subparagraph (viii) after subparagraph (vii), reading in its entirety as
follows:


                                       1

            "(viii) implementing the LKE Program, including: (A) reallocating
      Liquidated Vehicles from the relevant SUBI to the UTI on the books and
      records of the Origination Trust, (B) directing the Trustee and/or UTI
      Beneficiary to transfer amounts from the UTI to the relevant SUBI in
      connection with such reallocation of Liquidated Vehicles, (C) causing the
      assignment of the Net Liquidation Proceeds to the QI and directing the
      actions of the QI, the Trustee and the Origination Trust in connection
      with obtaining Replacement Vehicles and exchanging Replacement Vehicles
      for Liquidated Vehicles, (D) assigning and allocating Replacement Vehicles
      to the UTI, and (E) taking such other actions as shall be necessary or
      advisable in connection with implementing the LKE Program; and

            SECTION 1.02. Amendment of Section 2.05. Section 2.05 is hereby
amended by deleting paragraph (b) in its entirety and substituting in lieu
thereof a new paragraph (b), reading in its entirety as follows:

      "(b) Except as otherwise prohibited in the applicable Supplement or
      Servicing Supplement, the UTI Beneficiary shall make Capital Contributions
      or loans to the Origination Trust in the amounts required to pay the
      relevant Dealers the purchase price for Leases and Leased Vehicles that
      NMAC has caused such Dealers to assign to the Origination Trust from time
      to time pursuant to the Assignment Agreement and the related Dealer
      Agreements; provided, however, that, with respect to the purchase of
      Replacement Vehicles pursuant to the LKE Program, (i) the amount of such
      Capital Contributions or loans will be reduced by the amount received by
      the QI pursuant to Section 2.11 hereof, and (ii) under the instruction and
      with the assistance of NMAC, the QI will use such amounts to pay the
      relevant Dealers the purchase price for the Replacement Vehicles that NMAC
      has caused the Dealers to assign to the Origination Trust as described in
      this Section 2.05. Such Capital Contributions may be funded by a loan made
      by NMAC to the UTI Beneficiary secured by a pledge of the UTI Certificate
      or by other means. Except in connection with the purchase of Replacement
      Vehicles pursuant to the LKE Program, in lieu of paying Capital
      Contributions or making loans to the Origination Trust and having the
      Origination Trust pay the Dealers, the UTI Beneficiary may, on behalf of
      the Origination Trust, pay or cause to be paid the amounts of such Capital
      Contributions or loans directly to the Dealers to whom payment is due. For
      the purpose of purchasing Replacement Vehicles pursuant to the LKE
      Program, in lieu of paying the Capital Contribution or loans to the
      Origination Trust and having the Origination Trust transfer such amounts
      to the QI, the UTI Beneficiary, on behalf of the Origination Trust, may
      transfer or cause to be transferred the amount of such Capital
      Contributions or loans directly to the QI."

            SECTION 1.03. Amendment of Section 2.07(c). Section 2.07 is hereby
amended by adding at the end to paragraph (c) a new subparagraph (v), reading in
its entirety as follows:

      "(v) In connection the LKE Program, if the Servicer has reallocated any
      Liquidated Vehicles from the relevant SUBI to the UTI, by the later of the
      close of business on (A) the second Business Day after receipt or (B) the
      day on which all related Payment Information is received by the Servicer,
      the Servicer shall, except as otherwise provided in


                                       2

      a related Servicing Supplement, cause the Origination Trust to assign the
      related Net Liquidation Proceeds or related Net Auction Proceeds from the
      UTI to the QI to permit the QI to purchase a Replacement Vehicle."

            SECTION 1.04. Amendment of Section 2.07. Section 2.07 further is
hereby amended by adding a new paragraph (g) following paragraph (f), reading in
its entirety as follows:

      "(g) In connection with the LKE Program, the Servicer may, from time to
      time, in accordance with the Origination Trust Agreement or an applicable
      Supplement or Servicing Supplement (including any provision governing the
      payment of advances by the Servicer), (i) identify and reallocate or cause
      to be identified and reallocated certain Liquidated Vehicles from the
      related SUBI to the UTI on the books and records of the Origination Trust,
      and (ii) subject to Section 2.11, transfer or cause to be transferred from
      the UTI to the relevant SUBI Collection Account an amount equal to the Net
      Liquidation Proceeds or Net Auction Proceeds of such Liquidated Vehicles
      as payment for such reallocation."

            SECTION 1.05. Amendment of Section 2.11. Section 2.11 is hereby
amended by adding a new paragraph (c) following paragraph (b), reading in its
entirety as follows:

      "(c) In connection with the LKE Program, the Servicer shall direct or
      cause to occur all necessary action under such program, including:

                  (i) On the same day as and immediately prior to the sale of
            any Liquidated Vehicle, the Servicer shall reallocate the interest
            in the Liquidated Vehicle and related Lease from the relevant SUBI
            to the UTI. At the time of such reallocation, the Origination Trust
            will be deemed to have certified that it has sufficient cash
            available to acquire such Liquidated Vehicle. If the Origination
            Trust does not have sufficient cash available to acquire such
            Liquidated Vehicle, the Servicer shall not reallocate such
            Liquidated Vehicle and the related Lease from the relevant SUBI to
            the UTI. Immediately upon the reallocation of such Liquidated
            Vehicle and related Lease, the Servicer shall direct the Origination
            Trust to transfer the Liquidated Vehicle to the QI pursuant to the
            LKE Program.

                  (ii) Within two Business Days after the sale of any Liquidated
            Vehicle reallocated to the UTI pursuant to Section 2.11(c)(i), the
            Servicer shall determine the amount of the Net Liquidation Proceeds
            or Net Auction Proceeds and cause, on behalf of the Origination
            Trust, such amounts to be transferred from the UTI to the relevant
            SUBI as payment for the reallocation of such Liquidated Vehicle to
            the UTI. The Servicer shall cause such amounts that are transferred
            from the UTI to the relevant SUBI Collection Account in connection
            with such reallocation to be identifiable on the books and records
            of the UTI and the SUBI effective as of the date of the sale of the
            related Liquidated Vehicle.


                                       3

                  (iii) The Servicer shall use the same commercially reasonable
            efforts to sell or otherwise dispose of Liquidated Vehicles under
            the LKE Program as required by Sections 2.11(a) and 2.11(b) hereof.

                  (iv) Upon the disposition of a Liquidated Vehicle and the
            collection of the proceeds of such disposition by the QI, NMAC shall
            direct the QI to use such proceeds, together with any additional
            amounts received from the Origination Trust or NILT Trust, on behalf
            of the Origination Trust, to acquire a Replacement Vehicle for each
            such Liquidated Vehicle. Upon the purchase of such Replacement
            Vehicle by the QI, the Servicer shall cause such Replacement Vehicle
            to be titled in accordance with Section 2.04 hereof.

                  (v) If a reallocated Liquidated Vehicle is sold to NMAC or to
            an Affiliate of NMAC (including the reallocation of the Liquidated
            Vehicle from a SUBI to the UTI) in connection with the LKE Program,
            (A) NMAC or such Affiliate, as the case may be, shall be deemed to
            have represented and warranted that (i) the sale price to be paid in
            respect of such vehicle represents the equivalent amount that NMAC,
            as Servicer, would obtain from a third-party purchaser in respect of
            such vehicle (unless the Contract Residual is paid for such vehicle,
            in which case, the amount that would have been paid by a third-party
            purchaser shall be deemed to be the Contract Residual), and (ii) the
            costs and expenses of the Servicer to be netted against such
            proceeds are no greater than had such vehicle been sold directly to
            a third-party purchaser, and (B) the Origination Trust shall be
            deemed to have represented and warranted that it has identified
            sufficient cash to be transferred to the relevant SUBI in connection
            with the reallocation of the Liquidated Vehicle from the relevant
            SUBI to the UTI."

            SECTION 1.06. Amendment of Article Six. Article Six is hereby
amended by adding at the end thereof a new Section 6.15, reading in its entirety
as follows:

            "Section 6.15. Termination of LKE Program. If NMAC is terminated as
      Servicer for any reason under this Agreement, the reallocation of
      Liquidated Vehicles under the LKE Program shall terminate immediately."

            SECTION 1.07. Amendment of Exhibit A. Exhibit A is hereby amended by
adding the following definitions to Exhibit A (Definitions) of the Servicing
Agreement in appropriate alphabetical order:

            "`Contract Residual' means, with respect to any Lease, the expected
value of the related Leased Vehicle at the Maturity Date as established or
assigned by the Servicer at the time of origination of such Lease in accordance
with its customary practices for the purpose of determining Monthly Payment.

            `LKE Program' means the like-kind exchange program pursuant to which
recognition of taxable gain is deferred by exchanging Liquidated Vehicles for
Replacement


                                       4

Vehicles pursuant to Section 1031 of the Internal Revenue Code, as amended, or
any statute or regulation of similar effect.

            `QI' means the qualified intermediary engaged by NMAC, Nissan
Infiniti Services, Co. and its successors pursuant to the LKE Program.

            `Replacement Vehicle' means a Leased Vehicle purchased by the QI to
exchange for a related Liquidated Vehicle, pursuant to Section 1031 of the
Internal Revenue Code, as amended, or any statute or regulation of similar
effect."

                                   ARTICLE TWO
                                  MISCELLANEOUS

            SECTION 2.01. Reference to and Effect on the Servicing Agreement.

      (a) On or after the date hereof, each reference in the Servicing Agreement
to the "Servicing Agreement," "this Agreement," "hereunder," "hereof," "herein,"
or words of similar import referring the Servicing Agreement shall mean and be a
reference to the Servicing Agreement as amended by this Amendment.

      (b) Except as specifically amended by this Amendment, the Servicing
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.

            SECTION 2.02. Governing Law. This Amendment shall be created under
and governed by and construed in under the internal laws of the State of
California, without regard to any otherwise applicable principles of conflict of
laws.

            SECTION 2.03. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all of which counterparts shall together
constitute but one and the same instrument.


               [Remainder of the page intentionally left blank.]


                                       5

            IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed by its authorized officer as of the date first above written.

                                    NISSAN-INFINITI LT

                                    By: NILT, INC.,
                                        as Trustee of Nissan-Infiniti LT

                                    By: /s/ Patricia M. Child
                                        ----------------------------------------
                                        Name:  Patricia M. Child
                                        Title: President


                                      S-1

            IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed by its authorized officer as of the date first above written.

                                    NILT TRUST,
                                      as UTI Beneficiary

                                    By: U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        as Trustee



                                    By: /s/ Patricia M. Child
                                        ----------------------------------------
                                        Name:  Patricia M. Child
                                        Title: Vice President


                                      S-2

            IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed by its authorized officer as of the date first above written.

                                    NISSAN MOTOR ACCEPTANCE CORPORATION,
                                      as Registered Pledgee and Servicer

                                    By: /s/ Katsumi Ishii
                                        ----------------------------------------
                                        Name: Katsumi Ishii
                                        Title: President


                                      S-3

EX-4.7

EXHIBIT 4.7
FORM OF 200[ ]-[ ] SERVICING SUPPLEMENT

NISSAN-INFINITI LT,
as Titling Trust,

NILT TRUST,
as UTI Beneficiary,

and

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer,

200[ ]-[ ]
SERVICING SUPPLEMENT

Dated as of [                    ]

ARTICLE SEVEN		DEFINITIONS	1
	Section 7.01	Definitions	1
	Section 7.02	Interpretative Provisions	2
ARTICLE EIGHT		SERVICING OF THE 200[ ]-[ ] LEASES AND 200[ ]-[ ] VEHICLES	2
	Section 8.01	Identification of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles; Securitization Value	2
	Section 8.02	Reallocation and Repurchase of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles; Purchase of Matured Vehicles	2
	Section 8.03	Collections and Payment Date Advance Reimbursement	4
	Section 8.04	Net Deposits	5
	Section 8.05	Servicing Compensation	5
	Section 8.06	Advances	6
	Section 8.07	Third Party Claims	6
	Section 8.08	Contingent and Excess Liability Insurance Policy	6
	Section 8.09	Reporting by the Servicer; Delivery of Certain Documentation	7
	Section 8.10	Accountants’ Attestation and Other Reports	7
	Section 8.11	Annual Servicer’s Compliance Statement; Officer’s Certificate	7
	Section 8.12	Servicer Defaults; Termination of Servicer	8
	Section 8.13	Servicer Representations and Warranties	10
	Section 8.14	Compliance with Regulation AB	11
ARTICLE NINE		MISCELLANEOUS	11
	Section 9.01	Termination of Servicing Supplement	11
	Section 9.02	Governing Law	11
	Section 9.03	Amendment	11
	Section 9.04	Relationship of this 200[ ]-[ ] Servicing Supplement to Other Trust Documents	12
	Section 9.05	Binding Effect	13
	Section 9.06	Table of Contents and Headings	13
	Section 9.07	Counterparts	13
	Section 9.08	Further Assurances	13
	Section 9.09	Third-Party Beneficiaries	13
	Section 9.10	No Waiver; Cumulative Remedies	13
	Section 9.11	No Petition	13

Servicing Supplement

1

EXHIBITS
	Exhibit A -	Schedule of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles	A-1
	Exhibit B -	Form of Settlement Statement	B-1
SCHEDULES
	Schedule A -	Regulation AB Representations, Warranties and Covenants

Servicing Supplement

2

FORM OF 200[ ]-[ ] SERVICING SUPPLEMENT

     This 200[ ]-[ ] Servicing Supplement, dated as of [                    ] (as amended, supplemented or otherwise modified, this “200[ ]-[ ] Servicing Supplement”), is among Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), and Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”).

RECITALS

     A. The Grantor and UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling Trust (the “Trustee”), [Wilmington Trust Company], as Delaware trustee, and [U.S. Bank National Association] (“[U.S. Bank]”), as trust agent, have entered into the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

     B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999 (the “Basic Servicing Agreement” and, as supplemented hereby, the “Servicing Agreement”), which provides for certain servicing obligations with respect to the Trust Assets; and

     C. The parties acknowledge that in connection with the execution of the 200[ ]-[ ] SUBI Supplement to the Titling Trust Agreement, dated as of [ ] (the “200[ ]-[ ] 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 “200[ ]-[ ] 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 200[ ]-[ ] SUBI.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE SEVEN

DEFINITIONS

     Section 7.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [ ], by and among Nissan Auto Lease Trust 200[ ]-[ ], as issuer (the “Issuer”), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., as Trustee, [Wilmington Trust Company], as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank], as trust agent and indenture trustee (in such capacity, the “Trust Agent” and the “Indenture Trustee,” respectively).

Servicing Supplement

1

     Section 7.02 Interpretative Provisions. For all purposes of this 200[ ]-[ ] Servicing Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this 200[ ]-[ ] Servicing Supplement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this 200[ ]-[ ] Servicing Supplement include all Exhibits hereto, (iii) references to words such as “herein”, “hereof”, and the like shall refer to this 200[ ]-[ ] Servicing Supplement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as “Article Eight” or “Section 8.01” shall refer to the applicable Article or Section of this 200[ ]-[ ] Servicing Supplement, (v) the term “include” and all variations thereof shall mean “include without limitation”, (vi) the term “or” shall include “and/or”, (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (viii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding” and (ix) the phrase “Trustee on behalf of the Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust.

     Any reference in this 200[ ]-[ ] Servicing Supplement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this 200[ ]-[ ] Servicing Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this 200[ ]-[ ] Servicing Supplement to a Person shall include the successor or assignee of such Person.

ARTICLE EIGHT

SERVICING OF THE 200[ ]-[ ] LEASES AND 200[ ]-[ ] VEHICLES

     Section 8.01 Identification of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles; Securitization Value. The Servicer hereby identifies as 200[ ]-[ ] SUBI Assets the Leased Vehicles and the Leases relating to such Leased Vehicles more particularly described in the Schedule of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles (respectively, the “200[ ]-[ ] Vehicles” and the “200[ ]-[ ] Leases”). The Servicer shall calculate the Securitization Value for each 200[ ]-[ ] Lease as of the Cutoff Date.

     Section 8.02 Reallocation and Repurchase of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles; Purchase of Matured Vehicles.

     (a) (i) If the Servicer grants an extension with respect to any 200[ ]-[ ] Lease, the Servicer shall, on the related Deposit Date, (A) deposit or cause to be deposited into the 200[ ]-[ ] SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct the Trustee to either reallocate such 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle from the 200[ ]-[ ] SUBI to the UTI or cause such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle to be conveyed to the Servicer; and (ii) if a Lessee changes the domicile of or title to a 200[ ]-[ ] Vehicle and such change would be likely to result in the Titling Trust doing business in a

Servicing Supplement

2

Restricted Jurisdiction, the Titling Trust, or the Trustee on behalf of the Titling Trust, shall, as an obligation of the Titling Trust and at the direction of the Servicer, on the related Deposit Date, (A) deposit or cause to be deposited into the 200[ ]-[ ] SUBI Collection Account, from amounts held by the Titling Trust, an amount equal to the Repurchase Payment and (B) either reallocate such 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle from the 200[ ]-[ ] SUBI to the UTI or cause such 200[ ]-[ ] Lease and 200[ ]-[ ] 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 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle as of the Vehicle Representation Date. The Servicer also hereby represents and warrants that (i) each 200[ ]-[ ] Lease is an 200[ ]-[ ] Eligible Lease and (ii) it used no adverse selection procedures in selecting any of the 200[ ]-[ ] Leases or any of the 200[ ]-[ ] Vehicles for allocation to the 200[ ]-[ ] SUBI. Upon discovery by the 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 Trust in the related 200[ ]-[ ] Lease or 200[ ]-[ ] 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 60^th 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 200[ ]-[ ] 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 Trustee to either reallocate such 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle from the 200[ ]-[ ] SUBI to the UTI or cause such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle to be conveyed to the Servicer.

     (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle, the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 200[ ]-[ ] 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 200[ ]-[ ] SUBI Collection Account the Reallocation Payments no later than two Business Days after such reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to retain the Reallocation Payments received during a Collection Period until such amounts are required to be disbursed on the next Payment Date. Upon receipt of the Reallocation Payments, the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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.

Servicing Supplement

3

     (e) If any 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle are reallocated to the UTI, until such time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the Servicer shall indemnify, defend and hold harmless the Related Beneficiaries and the Trust from and against any and all loss or liability with respect to or resulting from such 200[ ]-[ ] Lease or 200[ ]-[ ] Vehicle (including the reasonable fees and expenses of counsel).

     Section 8.03 Collections and Payment Date Advance Reimbursement.

     (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI Collection Account all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of a Matured Vehicle at auction for which the Servicer was reimbursed during the related Collection Period pursuant to Section 8.06;

     (iii) on or prior to each Payment Date, deposit into the 200[ ]-[ ] SUBI Collection Account all Cap Payments or Cap Termination Payments; and

     (iv) on each Payment Date, pursuant to the related Payment Date Certificate, allocate Available Funds on deposit in the 200[ ]-[ ] SUBI Collection Account with respect to the related Collection Period and instruct the Trustee (acting through the Trust Agent) to make, no later than [11:00 a.m.], New York City time, the following deposits and distributions in the following amounts and order of priority:

     (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in respect of 200[ ]-[ ] Vehicles that were sold during the related Collection Period (other than a sale to the Servicer pursuant to Section 8.02(d)(ii)), and (y) that have been outstanding as of the end of that Collection Period for at least 90 days and (2) Monthly Payment Advances as to which the related Lessee has made all or a portion of the advanced Monthly Payment or that have been outstanding as of the end of the Collection Period for at least 90 days (collectively, the “Payment Date Advance Reimbursement”);

     (B) to or on behalf of the Servicer, the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods; and

     (C) to the Note Distribution Account, the Reserve Account and Certificate Distribution Account, such distributions in the amounts and order of priority as set forth in Sections 8.04(a) and 10.01 of the Indenture.

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     (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall be permitted to retain the amounts provided for in such Section received during a Collection Period until such amounts are required to be disbursed on the next Payment Date, for so long as no Servicer Default has occurred and is continuing, and the following requirements are met (collectively, the “Monthly Remittance Condition”):

     (i) (A) NMAC (or its successors pursuant to Section 5.03(b) of the Basic Servicing Agreement) is the Servicer, and (B) NMAC’s short-term unsecured debt obligations are rated at least “[P-1]” by Moody’s, “[A-1]” by Standard & Poor’s (in each case, so long as Moody’s or Standard & Poor’s is a Rating Agency);

     (ii) if (A) the Servicer obtains a Servicer Letter of Credit or other form of enhancement acceptable to the Rating Agencies under which demands for payment may be made to secure timely remittance of SUBI Collections to the 200[ ]-[ ] SUBI Collection Account on a monthly basis and (B) the Trustee and the Owner Trustee gives prior written notice to each Rating Agency of the obtaining of such Servicer Letter of Credit;

     (iii) the Servicer otherwise satisfies each Rating Agency’s requirements; or

     (iv) if the Outstanding Amount is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates.

     Pending deposit into the 200[ ]-[ ] SUBI Collection Account, SUBI Collections may be employed by the Servicer at its own risk and for its own benefit and shall not be segregated from its own funds.

     Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this 200[ ]-[ ] Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted to deposit into the 200[ ]-[ ] SUBI Collection Account only the net amount distributable to the Trust, as holder of the 200[ ]-[ ] SUBI Certificate on the related Deposit Date. The Servicer shall, however, account to the Trust, the Trustee, the Trust Agent, the Indenture Trustee (or any successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the Securities as if all of the deposits and distributions described herein were made individually.

     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 200[ ]-[ ] SUBI Assets in the form of, among other things, Administrative Charges to the extent not required for the payment of insurance premiums, taxes, or similar charges allocable to the 200[ ]-[ ] Leases.

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     Section 8.06 Advances.

     (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the Servicer shall make, by deposit into the 200[ ]-[ ] 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 200[ ]-[ ] SUBI Collection Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a Matured Vehicle, the Trust shall have no claim against or interest in such Matured Vehicle or any Net Auction Proceeds resulting from the sale or other disposition thereof, except with respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of a Matured Vehicle after having made a Sales Proceeds Advance, the Trust may retain all of such Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to the Securitization Value of the related 200[ ]-[ ] Lease, and shall deposit the Residual Value Surplus, if any, into the 200[ ]-[ ] SUBI Collection Account. If the Net Auction Proceeds are less than the Securitization Value of the related 200[ ]-[ ] 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 90 days after it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds Advance from the 200[ ]-[ ] SUBI Collection Account. Within six months of receiving such reimbursement, if the related 200[ ]-[ ] Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause such 200[ ]-[ ] Vehicle to be sold at auction and shall remit the proceeds associated with such auction sale to the 200[ ]-[ ] 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 200[ ]-[ ] Lease or 200[ ]-[ ] 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 Trust with respect to the 200[ ]-[ ] SUBI Assets.

     Section 8.08 Contingent and Excess Liability Insurance Policy. So long as any Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides coverage against third party claims that may be raised against the Titling Trust, the Trustee on behalf of the Titling Trust or the Trust in an amount at least equal to $[ ] million combined single limit per occurrence and excess coverage of $[ ] million combined single limit each occurrence without limit on the number of occurrences in any policy period (which

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Insurance Policy may be a blanket Insurance Policy covering the Servicer and one or more of its Affiliates) and (ii) in the case of Rated Securities, each Rating Agency has received prior written notification from the Owner Trustee of such termination and any replacement insurance. The obligations of the Servicer pursuant to this Section shall survive any termination of the Servicer’s other obligations under the Servicing Agreement until such time as claims can no longer be brought that would be covered by such Insurance Policies, whether as a result of the expiration of relevant statutes of limitations or otherwise.

     Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation.

     (a) On or prior to the Closing Date, and periodically thereafter as required in order to update the contents thereof upon any changes in the matters certified therein, the Servicer shall furnish to the Trustee and the Related Beneficiary an Officer’s Certificate listing the officers of the Servicer involved in, or responsible for, the servicing of the 200[ ]-[ ] Leases.

     (b) 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 Trustee and each Related Beneficiary a Settlement Statement for the immediately preceding Collection Period.

     Section 8.10 Accountants’ Attestation and Other Reports. On or before the last day of the third month after the end of the fiscal year of the Issuer, beginning with [      ], the Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to its Affiliates, to deliver to the Trust, the Indenture Trustee and each Rating Agency a report that such firm has audited the consolidated financial statements of the Servicer in accordance with generally accepted auditing standards, that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants (“AICPA”), and expressing such firm’s opinion thereon. On or before the last day of the third month after the end of the fiscal year of the Servicer, the Servicer shall cause a firm of independent certified public accountants to render an attestation report 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 Issuer’s preceding fiscal year (or since the date of the issuance of the Notes in the case of the first such statement). The form of attestation report may be replaced by any similar form using any standards that are now or in the future in use by Servicer of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the Commission.

Section 8.11 Annual Servicer’s Compliance Statement; Officer’s Certificate

     (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each of the Rating Agencies, on or before the last day of the third month after the end of each fiscal year of the Issuer, beginning [                    ], (i) a report assessing the Servicer’s compliance with the servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, as of and for the period ending the end of each fiscal year of the Issuer (the “Servicer’s Assessment Report”) and such Servicer’s Assessment Report will identify any material instance of noncompliance and (ii) 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

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     Notes to [                    ]), 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 of any such obligation, specifying each such failure known to such officer and the nature and status thereof. Copies of such statements, certificates and reports may be obtained by the Noteholders or the Certificateholder by a request in writing addressed to the Indenture Trustee or the Owner Trustee.

     (b) On or before the last day of the third month after the end of the fiscal year of the Servicer, beginning with [                    ], for as long as NMAC continues to act as the Servicer, the Servicer shall deliver an Officer’s Certificate to each Rating Agency, the Owner Trustee and the Indenture Trustee stating that, with respect to certain ERISA Plans maintained or sponsored by the Servicer or any of the Servicer’s ERISA affiliates: (a) Plan assets will not be materially less than the present value of accrued benefits under each of the Plans as of the close of the most recent Plan year, as reported in the most recent plan financial statements; (b) neither the Servicer nor any of its ERISA affiliates anticipates that the actuarial value of the assets of any Plan it maintains would not be materially insufficient to cover the Gateway current liability (as defined by the Code and demonstrated on the most recent Form 5500 Schedule B that has been filed with the IRS), or is contemplating benefit improvements that would cause the Servicer or its ERISA affiliates to maintain a Plan with materially underfunded Gateway current liability; (c) if all of the Plans (other than a multiemployer Plan) were terminated (disregarding any Plans with surpluses), the unfunded liabilities with respect to the Plans would have no material adverse effect on Nissan Motor Co., Ltd. or Nissan North America, Inc.; and (d) no accumulated funding deficiency or waived funding deficiency as defined in section 412 of the Code or under any multiemployer Plan or collective bargaining agreement exists and there is no failure to make any required contribution under the minimum funding requirements of the Code, as of the close of the most recent Plan year.

     Section 8.12 Servicer Defaults; Termination of Servicer.

     (a) Each of the following acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement with respect to the 200[ ]-[ ] 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 Trust, 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

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Section 8.12(a), which failure materially and adversely affects the rights of a Holder of the 200[ ]-[ ] 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 (1) such failure is capable of remedy within 90 days or less and (2) 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 200[ ]-[ ] SUBI Certificate or the holders of the Notes, or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the 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;

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 200[ ]-[ ] 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 200[ ]-[ ] 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

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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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 200[ ]-[ ] Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 200[ ]-[ ] SUBI Assets, subject to the consent of the Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 200[ ]-[ ] SUBI Assets, the Trustee, acting on the direction of the Required Related Holders, may waive any default of the Servicer in the performance of its obligations under the Servicing Agreement and its consequences with respect to the 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificates), acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust Certificates owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the Aggregate Certificate Balance has been reduced to zero.

     (d) If the Servicer is removed with respect to servicing the 200[ ]-[ ] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 200[ ]-[ ] 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.

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     Section 8.14 Compliance with Regulation AB. The Servicer agrees to perform all duties and obligations applicable to or required of the Issuer 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.

ARTICLE NINE

MISCELLANEOUS

     Section 9.01 Termination of Servicing Supplement. This 200[ ]-[ ] Servicing Supplement shall terminate upon the earlier to occur of (i) the termination of the 200[ ]-[ ] SUBI or (ii) the resignation or removal of the Servicer with respect to the 200[ ]-[ ] SUBI in accordance with the terms of the Servicing Agreement. Any such termination hereunder shall effect a termination only with respect to the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI Servicing Supplement, to the extent that it relates solely to the 200[ ]-[ ] SUBI and the 200[ ]-[ ] SUBI Assets, may be amended in accordance with this Section 9.03.

     (b) Any term or provision of this 200[ ]-[ ] SUBI 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 interests of the Noteholders, and (ii) any amendment that 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 Opinion of Counsel is delivered to the Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and Notes will properly be characterized as indebtedness that is secured by the assets of the Trust. 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

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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 amendment.

     (d) Notwithstanding anything herein to the contrary, any term or provision of this 200[ ]-[ ] SUBI 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) Not less than [15] days prior to the execution of any amendment to this 200[ ]-[ ] 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 200[ ]-[ ] 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 National Association], 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 National Association], NILT, Inc, and the Indenture Trustee an Officer’s Certificate to that effect, and [U.S. Bank National Association]. 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 200[ ]-[ ] Servicing Supplement to Other Trust Documents. Unless the context otherwise requires, this 200[ ]-[ ] 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 200[ ]-[ ] Servicing Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust

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Assets, the provisions of this 200[ ]-[ ] Servicing Supplement shall prevail and (ii) the Basic Servicing Agreement, the provisions of this 200[ ]-[ ] Servicing Supplement shall control.

     Section 9.05 Binding Effect. The provisions of this 200[ ]-[ ] Servicing Supplement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the Trust.

     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 200[ ]-[ ] 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 200[ ]-[ ] Servicing Supplement and to better assure and confirm unto the requesting party its rights, powers, and remedies hereunder.

     Section 9.09 Third-Party Beneficiaries. The Trust, each Holder of the 200[ ]-[ ] SUBI, each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of the Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person shall have any rights hereunder. For purposes of the Servicing Agreement, this Section replaces Section 6.12 of the Basic Servicing Agreement in its entirety.

     Section 9.10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers, and privileges provided at law, in equity or otherwise.

     Section 9.11 No Petition. Each of the parties hereto, by entering into this 200[ ]-[ ] 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 Trustee, the Titling Trust, the Issuer, 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 200[ ]-[ ] Servicing Supplement and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement, the Basic Servicing Agreement or this 200[ ]-[ ] Servicing Supplement.

[Signature Page to Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this 200[ ]-[ ] Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written.

NISSAN-INFINITI LT, as Titling Trust
By:	NILT, INC.,
	as Trustee
	By:
	Name:
	Title:
NILT TRUST, as UTI Beneficiary
By:	[U.S. BANK NATIONAL ASSOCIATION],
	as Managing Trustee
	By:
	Name:
	Title:
NISSAN MOTOR ACCEPTANCE
CORPORATION, as Servicer
By:
	Name: Steven R. Lambert
	Title: President

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EXHIBIT A

SCHEDULE OF 200[ ]-[ ] LEASES AND 200[ ]-[ ] VEHICLES

Servicing Supplement

A - 1

EXHIBIT B

FORM OF SETTLEMENT STATEMENT

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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 Issuer, 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 Issuer and the Servicer with the provisions of Regulation AB and related rules and regulations of the Commission.

     None of the Issuer, the Indenture Trustee, the NILT Trust, NILT nor the Servicer shall exercise its right to request delivery of information, reports or other performance under these provisions for purposes other than compliance with Regulation AB. Each of the Issuer and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and each of the Indenture Trustee, the NILT Trust, NILT and the Servicer hereby agrees to reasonably comply with all reasonable requests made by the Issuer (including any of its assignees or designees), in good faith for delivery of such information or reports, including, without limitation, any Servicer compliance statements and reports, and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB.

Servicing Supplement

 A - 1

EX-4.8

EXHIBIT 4.8
FORM OF AMENDED AND RESTATED TRUST AGREEMENT

NISSAN AUTO LEASING LLC II,
as Depositor,

and

[WILMINGTON TRUST COMPANY],
as Owner Trustee

AMENDED AND RESTATED
TRUST AGREEMENT

Dated as of [                ]

TABLE OF CONTENTS
(continued)

	Page
ARTICLE ONE DEFINITIONS		1
Section 1.01 Definitions		1
Section 1.02 Interpretive Provisions		1
ARTICLE TWO ORGANIZATION		2
Section 2.01 Name and Status		2
Section 2.02 Office		2
Section 2.03 Purposes and Powers		2
Section 2.04 Appointment of Owner Trustee		3
Section 2.05 Liability of the Trust Certificateholders		3
Section 2.06 Initial Capital Contribution of Owner Trust Estate		3
Section 2.07 Declaration of Trust		3
Section 2.08 Title to Trust Property		4
Section 2.09 Situs of Trust		4
Section 2.10 Representations and Warranties of the 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		10
Section 3.06 Persons Deemed Trust Certificateholders		10
Section 3.07 Access to List of Trust Certificateholders’ Names and Addresses		11
Section 3.08 Maintenance of Office or Agency		11
Section 3.09 Appointment of Paying Agent		11
Section 3.10 Ownership by the Depositor of Trust Certificates		12
Section 3.11 Trust Certificates Held by Trust Depositor or Their Affiliates		12
ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS		12
Section 4.01 Prior Notice to Trust Certificateholders With Respect to Certain_ Matters		12

TABLE OF CONTENTS
(continued)

	Page
Section 4.02 Action by Trust Certificateholders With Respect to Certain Matters		13
Section 4.03 Action by Owner Trustee With Respect to Bankruptcy		13
Section 4.04 Restrictions on Trust Certificateholders’ Power		13
Section 4.05 Majority Control		13
ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		14
Section 5.01 Establishment of Certificate Distribution Account and Reserve Account		14
Section 5.02 Application of Trust Funds		15
Section 5.03 Method of Payment		17
Section 5.04 Accounting and Reports		17
Section 5.05 Duties of Depositor on Behalf of Trust		18
ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE		18
Section 6.01 General Authority		18
Section 6.02 General Duties		18
Section 6.03 Action Upon Instruction		19
Section 6.04 No Duties Except as Specified		20
Section 6.05 No Action Unless Specifically Authorized		20
Section 6.06 Restrictions		20
ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE		21
Section 7.01 Acceptance of Trusts and Duties		21
Section 7.02 Furnishing of Documents		22
Section 7.03 Representations and Warranties		22
Section 7.04 Reliance; Advice of Counsel		23
Section 7.05 Not Acting in Individual Capacity		24
Section 7.06 Owner Trustee Not Liable for Trust Certificates		24
Section 7.07 Owner Trustee May Own Trust Certificates and Notes		24
ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE		24
Section 8.01 Owner Trustee’s Compensation and Indemnification		24
ARTICLE NINE TERMINATION OF TRUST AGREEMENT		25
Section 9.01 Termination of Trust Agreement		25

TABLE OF CONTENTS
(continued)

	Page
Section 9.02 [Reserved]		26
Section 9.03 Purchase of the 200[ ]-[ ] SUBI Certificate; Repayment of the Trust Certificates		26
ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		28
Section 10.01 Eligibility Requirements for Owner Trustee		28
Section 10.02 Resignation or Removal of Owner Trustee		28
Section 10.03 Successor Owner Trustee		29
Section 10.04 Merger or Consolidation of Owner Trustee		29
Section 10.05 Appointment of Co-Trustee or Separate Trustee		30
ARTICLE ELEVEN TAX MATTERS		31
Section 11.01 Tax and Accounting Characterization		31
Section 11.02 Signature on Returns; Tax Matters Partner		31
Section 11.03 Tax Reporting		31
ARTICLE TWELVE MISCELLANEOUS		31
Section 12.01 Supplements and Amendments		32
Section 12.02 No Legal Title to Owner Trust Estate		33
Section 12.03 Limitations on Rights of Others		33
Section 12.04 Notices		34
Section 12.05 Severability		34
Section 12.06 Counterparts		34
Section 12.07 Successors and Assigns		34
Section 12.08 No Petition		34
Section 12.09 No Recourse		35
Section 12.10 Headings		35
Section 12.11 GOVERNING LAW		35
Section 12.12 Trust Certificates Nonassessable and Fully Paid		35
Section 12.13 Furnishing of Basic Documents		35

EXHIBITS

Exhibit A – Form of Trust Certificate
Exhibit B – Form of Rule 144A Certificate
Exhibit C – Form of Form of Investment Letter

FORM OF 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 [                ], is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and [Wilmington Trust Company], a Delaware banking corporation (“Wilmington Trust”), as trustee (the “Owner Trustee”).

     WHEREAS, the parties hereto entered into a trust agreement dated as of [                ] (the “Initial Trust Agreement”) pursuant to which the Nissan Auto Lease Trust 200[ ]-[ ] was created; and

     WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Initial Trust Agreement will be amended and restated, and $[            ] aggregate principal amount of Asset Backed Certificates and $[            ] aggregate principal amount of [       ]% Asset Backed Class A-1 Notes, $[            ] aggregate principal amount [       ]% Asset Backed Class A-2 Notes, $[            ] aggregate principal amount [       ]% Asset Backed Class A-3 Notes and $[            ] aggregate principal amount [       ]% 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 meanings ascribed thereto in the Agreement of Definitions, dated as of [           ], by and among Nissan Auto Lease Trust 200[      ]-[       ], as trust (the “Trust”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as Administrative Agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), Wilmington Trust, as Owner Trustee and Delaware trustee (in such capacity, the “Delaware Trustee”) and [U.S. Bank National Association], a national banking association (“U.S. Bank”), as trust agent and indenture trustee (in such capacity, the “Trust Agent” and the “Indenture Trustee,” respectively).

     SECTION 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits hereto, (iii) references to words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section herein, (iv) references to an Article or Section such as “Article Twelve” or “Section 12.01” shall

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refer to the applicable Article or Section of this Agreement, (v) the term “include” and all variations thereof shall mean “include without limitation,” (vi) the term “or” shall include “and/or”, and (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC.

     Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time. Any reference in this Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the successor or assignee of such Person.

ARTICLE TWO

ORGANIZATION

     SECTION 2.01 Name and Status. The trust created hereby shall be known as “Nissan Auto Lease Trust 200[       ]-[      ],” in which name the Trust may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. It is the intention of the parties hereto that the Trust shall be a statutory trust under the Statutory Trust Statute, and that this Agreement shall constitute the governing instrument of that statutory trust.

     SECTION 2.02 Office. The chief executive office and principal place of business of the Trust shall be in care of the Owner Trustee, initially at the Owner Corporate Trust Office and thereafter at such other address as the Owner Trustee may designate by written notice to the Trust Certificateholders and the Depositor.

     SECTION 2.03 Purposes and Powers.

     (a) The purposes of the Trust are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement.

     (b) The initial sole purpose of the Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities:

          (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement;

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          (ii) to acquire the 200[      ]-[      ] SUBI Certificate from the Depositor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Certificate to the Depositor;

          (iii) to pay interest on and principal of the Notes;

          (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

          (v) to enter into and perform its obligations under the Basic Documents to which the Trust is a party;

          (vi) to engage in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and

          (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders.

     (c) The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

     SECTION 2.04 Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment.

     SECTION 2.05 Liability of the Trust Certificateholders. No Trust Certificateholder shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Trust Certificateholder.

     SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The 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 Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

     SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be

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“beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitutes a statutory trust under the Statutory Trust Statute and that this Agreement constitutes the governing instrument of such statutory trust. Consistent with Section 11.01, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a division or branch of the Trust Certificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and under Delaware law for the purpose and to the extent necessary to accomplish the purpose of the Trust as set forth in Sections 2.03(a) and 2.03(b). At the direction of the 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 Trust Property. Legal title to the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity.

     SECTION 2.09 Situs of Trust. The Trust shall be located and administered in the state of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the states of California, Delaware or New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the state of Delaware. Payments shall be received by the Trust only in the states of Delaware, California or New York, and payments will be made by the Trust only from the states of Delaware, California or New York. The only principal office of the Trust will be at the Corporate Trust Office.

     SECTION 2.10 Representations and Warranties of the 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 has (i) the power and authority to execute and deliver this Agreement and to carry out its terms; (ii) good title to and is the sole legal and beneficial owner of the 200[      ]-[      ] SUBI Certificate, free and clear of Liens and claims; (iii) full power and authority to transfer the 200[       ]-[       ] SUBI Certificate and deposit the same with the Trust; (iv) duly authorized such transfer and deposit to the Trust by all necessary action; and (v)

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duly authorized the execution, delivery and performance of this Agreement by all necessary action.

     (d) Binding Obligation. This Agreement is a legal, valid and binding obligation of the 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 agreement of the Depositor, 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 Trust, 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

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to the Administrative Agent for purposes of actions taken or to be taken with respect to the Trust Certificates.

ARTICLE THREE

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     SECTION 3.01 Initial Ownership. Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.06 and until the issuance of the Trust Certificates, the Depositor shall be sole beneficiary of the Trust.

     SECTION 3.02 The Trust Certificates.

     (a) The Trust Certificates shall be substantially in the form set forth in Exhibit A, in minimum denominations of $[250,000]. Except for the issuance of the Trust Certificate to the 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. The Trust Certificate shall be issued in the name of the Depositor. Upon delivery to the Depositor, the Owner Trustee and the Certificate Registrar of a letter in the form of Exhibit C, any Trust Certificate shall be reissued in the name and in the denomination set forth in such letter.

     (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Trust by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

     SECTION 3.03 Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 200[ ]-[ ] SUBI Certificate to the Trust, the Owner Trustee shall cause to be executed on behalf of the Trust to the Depositor 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 Trust. 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

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duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. The [Wilmington Trust Company] shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the Authenticating Agent.

     SECTION 3.04 Registration of Transfer and Exchange.

     (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”), in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Trust Certificates and, if and to the extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. [Wilmington Trust Company] is hereby appointed as the initial Certificate Registrar. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the 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 nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

          (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other 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.

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          (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $[250,000], (B) it causes its proposed transferee to provide to the Trust and the Certificate. Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer.

          (iv) It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above.

          (v) It is not a Benefit Plan, will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan assets” of a Benefit Plan, and is not a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan to effect such transfer;

          (vi) It is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Trust Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Trust Certificate will not result in any withholding obligation with respect to any payments with respect to the Trust Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate or trust the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more “U.S. persons” (as such term is defined in the Code) have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee).

          (vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Trust Certificateholder for any purpose.

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     (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Trust and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following:

          (i) Such transfer is in compliance with Rule 144A, to a transferee who the depositor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the depositor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C.

          (ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor.

     (d) The Depositor shall make the Rule 144A Information available to the prospective depositor and transferee of a Trust Certificate. The Rule 144A Information shall include any or all of the following items requested by the prospective transferee:

          (i) the Prospectus, as amended or supplemented to the date of such transfer;

          (ii) each Payment Date Certificate delivered to Trust Certificateholders on each Payment Date preceding such request; and

          (iii) such other information as is reasonably available to the Depositor in order to comply with requests for information pursuant to Rule 144A.

     None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Trust Certificate under the Securities Act or any state securities laws.

     (e) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401 (a) of the UCC are met, the Owner Trustee shall execute and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate face amount dated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be.

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     The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8BEN or W-9 or such other form as may be reasonably required in form satisfactory to the Certificate, Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates.

     The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction.

     (f) The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a “publicly traded partnership,, within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the 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 Trust shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

     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

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purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary.

     SECTION 3.07 Access to List of Trust Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and the Depositor or the Indenture Trustee, as the case may be, within [15] days after its receipt of a request therefor from the Owner Trustee, the Servicer, the Depositor or the Indenture Trustee in writing, a list, in such form as the requesting party may reasonably request, of the names and addresses of the Trust Certificateholders as of the most recent Record Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust Certificateholders evidencing not less than [25]% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Trust Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within [five] Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Trust Certificateholders. Each Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer, as the case may be, accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

     SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall maintain in The Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Trust Certificates and the other Basic Documents to which the Trust is a party may be served. The Owner Trustee initially designates [Wilmington Trust Company], c/o Computershare Trust Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York, as the office for such purposes. The Owner Trustee shall give prompt written notice to the 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 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

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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 and shall thereafter retain beneficial and record ownership of Trust Certificates representing 100% of the Certificate Balance. Notwithstanding any other provision of this Agreement to the contrary, any attempted transfer of any Trust Certificate that would reduce such interest of the Depositor below 100% of the Certificate Balance shall be void. The Owner Trustee shall cause one Trust Certificate issued to the Depositor (representing 100% of the Certificate Balance) to bear a legend stating “THIS CERTIFICATE IS NON-TRANSFERABLE.” Notwithstanding the foregoing, upon a dissolution or termination of the Depositor, the Trust Certificates held by it shall be distributed to NMAC without regard to the provisions of Section 3.02 or this Section 3.10.

     SECTION 3.11 Trust Certificates Held by Trust Depositor or Their Affiliates. Unless otherwise specified in this Agreement or other Basic Documents, any Trust Certificates owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates shall be entitled to the benefits under this Agreement equally and proportionately to the benefits afforded other owners of the Trust Certificates, except that such Trust Certificates shall be deemed not to be outstanding for the purpose of determining whether the requisite percentage of Securityholders have given any request, demand, authorization, direction, notice, consent or other action under the Basic Documents (other than the commencement by the Trust of a voluntary proceeding in bankruptcy), unless all Securities are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates.

ARTICLE FOUR

ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS

     SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain_ Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless the Owner Trustee has notified the Trust Certificateholders and the Rating Agencies in writing of the proposed action at least [30] days before the taking of such action and Trust Certificateholders representing at least [25]% of the Certificate Balance have not notified the Owner Trustee in writing prior to the [30^th] day after such notice is given that such Trust Certificateholders have withheld consent or provided alternative direction:

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     (a) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 200[      ]-[      ] SUBI Certificate to collect amounts owed under a 200[      ]-[      ] Lease or 200[      ]-[       ] Vehicle);

     (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

     (c) the amendment of the Indenture in circumstances where the consent of any Noteholder is required;

     (d) the amendment of any Basic Document other than pursuant to, and in accordance with, the amendment provision set forth in such Basic Document; or

     (e) the appointment a successor Owner Trustee or successor Indenture Trustee.

     SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, to the extent the Owner Trustee or the Trust is deemed to be the Holder of the 200[      ]-[      ] SUBI Certificate pursuant to the SUBI Trust Agreement, the Owner Trustee or Trust, as the case may be, shall take such actions as directed in writing by Trust Certificateholders holding Trust Certificates evidencing an interest of at least 66 [2/3]% of the Certificate Balance; provided, however, that so long as the Lien of the Indenture is outstanding, such direction shall be subject to the consent of the Indenture Trustee. The Owner Trustee may not, except upon the occurrence of a Servicer Default subsequent to the payment in full of the Notes and in accordance with the written directions of Trust Certificateholders holding 100% of the Certificate Balance, remove the Servicer, with respect to the 200[       ]-[       ] SUBI Assets or appoint a successor Servicer with respect thereto.

     SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Trust Certificateholders (including the board of managers (including the Independent Managers, as such term is defined in the Depositor’s limited liability company agreement) of the Depositor) and the delivery to the Owner Trustee of a written certification by each Trust Certificateholder that such Trust Certificateholder reasonably believes that the Trust is insolvent.

     SECTION 4.04 Restrictions on Trust Certificateholders’ Power. The Trust Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Trust as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

     SECTION 4.05 Majority Control. Except as expressly provided herein, any action that may be taken by the Trust Certificateholders under this Agreement may be taken by the Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates. Except as expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant

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to this Agreement shall be effective if signed by Trust Certificateholders holding not less than a Majority Interest of the Certificates at the time of delivery of such notice.

ARTICLE FIVE

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account.

     (a) The Owner Trustee, for the benefit of the Trust Certificateholders, shall establish and maintain, or cause to be established and maintained, at the direction of the Depositor, an Eligible Account with and in the name of the Owner Trustee which shall be designated the “Certificate Distribution Account.” The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Certificateholders.

     The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Trust Certificateholders. If at any time the Certificate Distribution Account ceases to be an Eligible Account, the Owner Trustee (or the 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 each Rating Agency may consent), establish a new Certificate Distribution Account as an Eligible Account and shall transfer any cash or investments to such new Certificate Distribution Account.

     (b) The Servicer, on behalf of the Trust, shall establish and maintain an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which is designated as the “Reserve Account”. The Reserve Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders.

     The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. On the Closing Date, the Depositor will use the net proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the Trust, which the Trust shall use to cause the Initial Deposit Amount to be deposited into the Reserve Account. All deposits to and withdrawals from the Reserve Account shall be made only upon the terms and conditions of the Basic Documents.

     (c) The Trust shall take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, the Control Agreement or any UCC financing statements) as may be determined to be reasonably necessary by the Administrative Agent on behalf of the Trust, in

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order to perfect the interests created by Section 5.01 (b) and otherwise fully effectuate the purposes, terms and conditions of this Section. The Trust (or Administrative Agent on behalf of the Trust) shall:

          (i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of its securities interest in the Reserve Account; and

          (ii) make the necessary filings of financing statements or amendments thereto within [five] days after the occurrence of any of the following (and promptly notify the Trust and the Owner Trustee of each such filing): (A) any change in the 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 Trust Funds.

     (a) Until the Outstanding Amount of the Trust Certificates has been reduced to zero, on each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent) shall pay, to the extent of funds available, the amount required to be deposited by the Titling Trustee and by the Indenture Trustee into the Certificate Distribution Account pursuant to Section 8.04 of the Indenture, after the payment in full of the Notes, for the payment of principal of the Trust Certificates on such Payment Date, pro rata to the Trust Certificateholders of record at the close of business on the Record Date with respect to such Payment Date. On any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any such excess shall be released to the Depositor.

     (b) On or after the date on which the Outstanding Amount of the Notes has been reduced to zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve Account shall be transferred to the Owner Trustee. On each Payment Date thereafter, all amounts distributable to the Trust Certificateholders shall be distributed by the Owner Trustee in the order and priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee shall comply with Sections 8.04(c) and 8.05(a) of the Indenture.

     On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner Trustee shall release to the Depositor, without recourse, representation or warranty (except as set forth in Section 7.03), all of the Trust’s right, title, and interest in, to and under the Reserve Account Property. In addition, on or following the Payment Date on which the Certificate Balance has been reduced to zero, the Depositor may direct the Owner Trustee in writing to distribute to it, and upon receipt of such direction the Owner Trustee shall distribute to the Depositor, the remaining assets of the Trust.

     (c) On each Payment Date, the Owner Trustee shall send to each Trust Certificateholder a report (the “Distribution Statement”) provided by the Servicer, based on

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information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the following information:

          (i) the amount of SUBI Collections for the related Collection Period and the amounts allocable to the 200[ ]-[ ] SUBI Certificate;

          (ii) the Certificate Balance on the immediately preceding Payment Date, or if the current Payment Date is the first Payment Date, on the Closing Date;

          (iii) the aggregate amount of interest accrued and paid on each Class of Notes during the related Accrual Period;

          (iv) the aggregate amount of principal paid with respect to each Class of Notes and the Trust Certificates on such Payment Date and the Principal Carryover Shortfall, if any;

          (v) the Outstanding Amount of the Notes and the Certificate Balance on the day immediately preceding such Payment Date;

          (vi) the Note Factor for each Class of Notes and the Certificate Factor (after giving effect to payments made on such Payment Date);

          (vii) the Available Funds deposited into the SUBI Collection Account, including amounts with respect to each of items (i) through (v) of the definition thereof;

          (viii) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date;

          (ix) the Servicing Fee and the Payment Date Advance Reimbursement for the related Collection Period; and

          (x) the amount of Residual Value Losses for the related Collection Period.

     The information required to be delivered by such Distribution Statement may be included with such other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents.

     (d) If any withholding tax is imposed on the Trust’s payment (or, if the Trust is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in

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appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Trust Certificateholders, at the time it is withheld by the Trust for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution (such as any distribution to a “non-U. S. person” (as defined in Section 7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

     (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall in any way be held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s or the Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments issued by the Indenture Trustee or the Owner Trustee, as the case may be, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

     SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of the Trust Certificates, distributions required to be made to Trust Certificateholders on any Payment Date shall be made to each Trust Certificateholder of record on the related Record Date by check mailed to such Trust Certificateholder at the address of such holder appearing on the Certificate Register, except that a Trust Certificateholder having original denominations aggregating at least $[1] million may request payment by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee at least [five] Business Days prior to the Record Date. Notwithstanding the foregoing, the final payment on the Trust Certificates shall be made only upon presentation and surrender of such Trust Certificates at the office or agency specified in the notice of final payment to the Trust Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of at least [10] days’ notice from the Trust or the Administrative Agent as set forth in the Indenture, provide such notice to the Trust Certificateholders of record not more than [30] days and not less than [10] days prior to the date on which such final payment is expected to occur.

     SECTION 5.04 Accounting and Reports.

     (a) The Owner Trustee shall, based on information provided by the Depositor, (i) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting (except as required by Article Eleven), (ii) deliver to each Trust Certificateholder not later than the latest date permitted by law (A) a statement of the amounts provided for in Section 8.04 of the Indenture and (B) such information as may be required by the Code and applicable Treasury Regulations with respect to instruments such as the Trust Certificates and (iii) in addition to the Owner Trustee’s rights under Section 5.02, take such action as instructed by the Depositor to collect or cause to be collected and paid over to applicable authorities any withholding tax as described in and in accordance with Section 5.02

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and Article Eleven with respect to income or distributions to Trust Certificateholders. The Owner Trustee shall make all elections pursuant to Article Eleven as directed by the Depositor.

     (b) The Depositor shall maintain such books and records, and shall prepare and file such reports and returns, as are required pursuant to this Section and Section 5.02.

     SECTION 5.05 Duties of Depositor on Behalf of Trust. On behalf of the Trust, the Depositor shall prepare and, after execution by the Trust and the Indenture Trustee, file with the Securities and Exchange Commission and any applicable state agencies all documents required to be filed on a periodic basis with the Securities and Exchange 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.

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

     SECTION 6.01 General Authority. The Owner Trustee shall administer the Trust in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, in accordance with the Basic Documents. Subject to the provisions and limitations of Sections 2.03 and 2.07, the Owner Trustee is authorized and directed to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case in such form as the 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 Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $[            ], Class A-2 Notes in the aggregate principal amount of $[            ], Class A-3 Notes in the aggregate principal amount of $[            ], and Class A-4 Notes in the aggregate principal amount of $[            ]. In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Trust as is permitted by the Basic Documents and that the Servicer or the Administrative Agent recommends with respect to the Basic Documents, except to the extent this Agreement expressly requires the consent of the Trust Certificateholders for such action.

     SECTION 6.02 General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to discharge or cause to be discharged all of its responsibilities pursuant to the terms of the Basic Documents to which the Trust is a party and to administer the Trust in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee and in accordance with the provisions of the Basic Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrative Agent has agreed in the Trust Administration Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any other Basic

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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 Trust subject to, and in accordance with, the terms of the Basic Documents. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement.

     (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law or any obligation of the Owner Trustee or the Trust.

     (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within [ten] days of such notice (or within such shorter period of time as reasonably may be specified in such notice as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

     (d) If the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received from Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within [ten] days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from

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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 Trust under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the 200[ ]-[ ] SUBI Supplement, (ii) the Depositor under this Agreement, the Servicing Agreement, the Indenture, the SUBI Certificate Transfer Agreement, or the Back-Up Security Agreement, (iii) the Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest in the Owner Trust Estate or to record this Agreement or any other Basic Document. Notwithstanding anything to the contrary herein or in any Basic Document, neither the Indenture Trustee, the Titling Trustee nor the Trust Agent shall be required to execute, deliver or certify on behalf of the Issuer or any other person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result from actions by or claims against the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate.

     SECTION 6.05 No Action Unless Specifically Authorized. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Trust or the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell, pledge, assign or convey the 200[       ]-[       ] SUBI Certificate, except as specifically required or permitted by the Basic Documents.

     SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (i) that is contrary to the purposes of the Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would (a) affect the treatment of the Notes as debt for federal income tax purposes, (b) be deemed to cause a taxable exchange of the Notes for federal income tax

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purposes or (c) cause the Trust, 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. The Owner Trustee may not (i) initiate or settle any claim or lawsuit involving the Trust (unless brought by the Servicer to collect amounts owed under a 200[       ]-[       ] Lease), (ii) amend the Certificate of Trust (unless such amendment is required to be filed under applicable law), (iii) amend this Agreement where Trust Certificateholder consent is required, (iv) amend this Agreement where Trust Certificateholder consent is not required if such amendment materially adversely affects the Trust Certificateholders, (v) amend any Basic Document other than this Agreement if such amendment materially adversely affects the Trust Certificateholders, or (vi) appoint a successor Owner Trustee or successor Indenture Trustee, unless (a) the Owner Trustee provides [30] days’ written notice thereof to the Trust Certificateholders and each Rating Agency and (b) Trust Certificateholders holding at least [25]% of the Certificate Balance (which for this purpose shall include Trust Certificates held by the Trust, the Depositor, the Servicer and their respective Affiliates) do not object in writing to any such proposed amendment within [30] days of such notice. Notwithstanding anything herein to the contrary, the Depositor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates.

ARTICLE SEVEN

CONCERNING THE OWNER TRUSTEE

     SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents to which the Trust or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 made by’ the Owner Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in the preceding sentence:

     (a) the Owner Trustee shall not be liable for any error in judgment of an officer of the Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts;

     (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the 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;

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     (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 Trust or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;

     (f) the Owner Trustee shall not be liable for the misfeasance, malfeasance or nonfeasance of the Servicer, the Administrative Agent, the Depositor, the Indenture Trustee or the Cap Provider under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or the Depositor under this Agreement or the Basic Documents that are required to be performed by the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement, or the Indenture Trustee under the Indenture or the Cap Provider under the Interest Rate Cap Agreement; and

     (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any Trust Certificateholder unless such Trust Certificateholder have offered to the Owner Trustee security or indemnity satisfactory to it against the Expenses that may be incurred by the Owner Trustee therein or thereby; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, negligence or willful misconduct in the performance of any such act.

     SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish to any Trust Certificateholder promptly upon receipt of a written request therefor (at the expense of the Trust Certificateholder), duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Owner Trustee under the Basic Documents.

     SECTION 7.03 Representations and Warranties. The Owner Trustee hereby represents and warrants to the Depositor and the Trust Certificateholders, that:

     (a) It is a banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite power, right and authority to execute, deliver and perform its obligations under this Agreement.

     (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement and each other Basic Document to which it is a party, and this Agreement and each other Basic Document to which it is a party will be executed and delivered by one of its

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officers who is duly authorized to execute and deliver this Agreement and each other Basic Document to which it is a party on its behalf.

     (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee individually that are unrelated to this Agreement or the other Basic Documents.

     (d) This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding agreement of it, enforceable against the Owner Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, liquidation, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

     (e) It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein or has appointed a Delaware trustee that is so authorized and it has a principal place of business in the state of Delaware or has appointed a Delaware trustee that has such a principal place of business.

     SECTION 7.04 Reliance; Advice of Counsel.

     (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a board resolution or documents of any other governing body of any corporate party as conclusive evidence that such board resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice president, the treasurer, any assistant treasurer or any other authorized officers of the relevant party as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

     (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be

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liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not, to the actual knowledge of the Owner Trustee, contrary to this Agreement or any other Basic Document.

     SECTION 7.05 Not Acting in Individual Capacity. Except as provided in this Article, in accepting the trusts hereby created, [Wilmington Trust Company] acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

     SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates and its representations and warranties in Section 7.03) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) or the Notes or any offering document relating to either of them. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Basic Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any Basic Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate 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 200[ ]-[ ] 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 the Administrative Agent for its services hereunder such fees as have been separately agreed upon before the date hereof between the Depositor or the Administrative Agent and the Owner Trustee, the Certificate Registrar or the Paying Agent. The Depositor shall be

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liable as primary obligor for, and shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) from and against, any Expenses that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except that the Depositor shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any income taxes on any fees payable to any Indemnified Party as described in Section 7.01 for any willful misconduct, bad faith or negligence on the part of the Owner Trustee or in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Depositor, which approval shall not be unreasonably withheld. Neither the Depositor nor the Administrative Agent shall make any claim upon the Owner Trust Estate for the payment of such Expenses.

     (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the 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 Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the earliest of (i) the final distribution by the Owner Trustee of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement or (ii) at the times provided in Section 9.03. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder, other than the Depositor, as described in Section 9.03, shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

     (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 Trust.

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     (c) Notice of any termination of this Agreement pursuant to Section 9.01(a), specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for final payment and cancellation, shall be given by the Owner Trustee by letter to Trust Certificateholders mailed within [five] Business Days of receipt of notice of such termination from the Administrative Agent, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders and the Depositor. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. The Owner Trustee shall promptly notify each Rating Agency upon the final payment of the Trust Certificates.

     (d) If one or more of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Administrative Agent.

     (e) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute.

     SECTION 9.02 [Reserved].

     SECTION 9.03 Purchase of the 200[       ]-[       ] SUBI Certificate; Repayment of the Trust Certificates.

     (a) The Servicer shall be permitted at its option to purchase, or cause to be purchased, the 200[       ]-[       ] SUBI Certificate from the Trust on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (i) the Securities Balance is less than or equal to [5]% of the Securitization Value or (ii) the Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and/or their respective Affiliates (the exercise of such option is referred to as an “Optional Purchase”). The purchase price (the “Optional Purchase Price”) shall equal the aggregate Securitization Value of the 200[       ]-[       ] SUBI Assets plus the appraised value of any

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other property (other than cash, in which case such value shall be the amount of such funds held in cash) held as part of the Trust (less Liquidation Expenses) and shall be deposited by the Servicer into the SUBI Collection Account on the Deposit Date related to such Payment Date. The Servicer shall not exercise the Optional Purchase if the Optional Purchase Price does not exceed the sum of (i) the Redemption Price, (ii) unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, (iii) the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods, and (iv) the Certificate Balance. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and the Trust Certificates shall be repaid, in each case in whole but not in part on the related Payment Date. The Servicer, at its option, may pay all or a portion of the Optional Purchase Price by issuing a demand note in favor of the Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to terms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (x) the Servicer shall pay in cash the portion of the Optional Purchase Price that is equal to or greater than the sum of the amounts specified in clauses (i) through (iii) of the second preceding sentence and (y) the Servicer may issue a demand note to a Trust Certificateholder pursuant to this Section 9.03 only if such Certificateholder consents to the receipt of such demand note.

     (b) In connection with an Optional Purchase, the Trust Certificates shall be due and payable on the related Payment Date, upon furnishing of a notice complying with Section 9.03(c) to each Trust Certificateholder. The Administrative Agent or the Owner Trustee shall furnish each Rating Agency notice of such repayment or redemption.

     (c) Notice of repayment or redemption under Section 9.03(b) shall be given (i) by the Administrative Agent to the Owner Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least [10] days prior to the related Payment Date and (ii) by the Owner Trustee to each Trust Certificateholder by facsimile or by first-class mail, postage prepaid, transmitted or mailed at least [10] days (but no more than [30] days) prior to the related Payment Date, at such Trust Certificateholder’s or the Depositor’s address appearing in the Certificate Register.

     All notices of repayment shall state:

          (i) the related Payment Date for the repayment;

          (ii) [reserved];

          (iii) the place where the Trust Certificates to be repaid are to be surrendered for payment of the Repayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.08); and

          (iv) that on the related Payment Date, the Repayment Price will become due and payable upon each such Trust Certificate.

     Notice of repayment of the Trust Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of repayment or any defect therein, to any Trust Certificateholder shall not impair or affect the validity of the repayment of any Trust Certificate.

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     (d) The Trust Certificates to be repaid shall, following notice of repayment as required by Section 9.03(c) on the related Payment Date, become due and payable at the Repayment Price.

ARTICLE TEN

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (ii) at all times be able and authorized to exercise corporate trust powers; (iii) have a long-term debt rating of “[A]” or higher by Moody’s and Standard and Poor’s, or be otherwise acceptable to each Rating Agency; (iv) have combined capital and surplus of at least $[50,000,000]; and (v) be subject to supervision or examination by federal or state authorities. If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

     SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrative Agent, the Servicer, each Rating Agency, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, [Wilmington Trust Company] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [Wilmington Trust Company], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the 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 and 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 (which, for this purpose, includes Trust Certificates owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the 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

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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. The Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the Owner Trustee and the appointment of a successor Owner Trustee to each of the Rating Agencies.

     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.

     No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice within [ten] days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Depositor.

     SECTION 10.04 Merger or Consolidation of Owner Trustee. Any Person (i) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (ii) resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party or (iii) succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, provided, that such Person shall be eligible pursuant to Section 10.01 anything herein to the contrary notwithstanding. The Owner Trustee shall mail notice of such merger, conversion, or consolidation to each Rating Agency, the Indenture Trustee and the Trust Certificateholders.

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     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 Trust, 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 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.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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     Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE ELEVEN

TAX MATTERS

     SECTION 11.01 Tax and Accounting Characterization.

     (a) It is the intent of the parties hereto that the Trust not constitute a separate entity for federal income tax and state income and franchise tax purposes. It is the intent of the Depositor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 200[ ]-[ ] Vehicles and the payments on the 200[       ]-[       ] Leases for federal income tax and state income and franchise tax purposes. If, however, the Trust is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall not file or cause to be filed annual returns, reports or other forms and will treat the Trust in a manner consistent with the characterization that the Trust is not a separate entity for tax purposes.

     The Depositor and the Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention.

     (b) It is the intent of the Depositor to treat the Trust Certificates as equity interests in the Trust for financial accounting purposes.

     SECTION 11.02 Signature on Returns; Tax Matters Partner.

     (a) If the Trust shall be required to file federal or other income tax returns as a partnership, such returns shall be signed by an authorized signatory for the Depositor or such other Person as shall be required by law to sign such returns of the Trust.

     (b) By acceptance of its beneficial interest in a Trust Certificate, each Trust Certificateholder agrees that in the event that the Trust is classified as a partnership for federal income tax purposes, the Depositor shall be the “tax matters partner” of the Trust pursuant to the Code.

     SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate tax authorities, the Trust shall not file or cause to be filed annual or other income or franchise tax returns and shall not be required to obtain any taxpayer identification number.

ARTICLE TWELVE

MISCELLANEOUS

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     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 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 (provided that if the Depositor and its Affiliates do not hold all of the Trust 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 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 for federal income tax purposes, or cause the Trust or the 200[ ]-[ ] 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) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such mater before giving effect to such amendment.

     (c) 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(b)(i)(B) is delivered to the Indenture Trustee.

     (d) Not less than [15] days 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

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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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.

     (e) 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 (provided that if the Depositor and its Affiliates do not hold all of the Trust Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes of this provision) to approve any trust purpose with respect to the Trust in addition to the purpose authorized pursuant to Section 2.03(b), upon not less that 90 days notice to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the Trust, the 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 for federal income tax purposes, or cause the Trust or the 200[ ]-[ ] SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

     (f) 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.

(g) 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’ 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 have legal title to any part of the Owner Trust Estate. The Trust Certificateholders shall be entitled to receive distributions with respect to their Trust Certificates only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Trust Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

     SECTION 12.03 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Trust Certificateholders, the Administrative Agent, the Servicer and the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

33

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 or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Owner Trustee, at [Wilmington Trust Company], Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration; (ii) if to the Depositor, at 990 West 190th Street, M-9-A, Torrance, California 90502 (telecopier no. (310) 719-8509), Attention: Secretary; (iii) if to Moody’s, at Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Group (telecopier no. (212) 553-7820); (iv) if to Standard & Poor’s, to Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring Group; 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 upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

     Any notice required or permitted to be given to a Trust Certificateholder shall be given by first-class mail, confirmed, facsimile or overnight courier, postage prepaid, at the address of such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Trust Certificateholder receives such notice.

     SECTION 12.05 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     SECTION 12.06 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

     SECTION 12.07 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the 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 Trustee, the Titling Trust,

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

34

the Issuer, 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 Trust. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and, upon authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust Certificates shall be deemed fully paid.

     SECTION 12.13 Furnishing of Basic Documents. The Depositor shall furnish to any Trust Certificateholder promptly upon receipt of a written request by such Trust Certificateholder (at the expense of the requesting Trust Certificateholder) therefor, duplicates or copies of all Basic Documents.

[Signature Page to Follow]

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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     IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NISSAN AUTO LEASING LLC II, as Depositor
By:
	Name:	Kazuhiko Kazama
	Title:	Treasurer

[WILMINGTON TRUST COMPANY], as Owner Trustee
By:
	Name:
	Title:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

 S-1

EXHIBIT A

EXHIBIT A

FORM OF TRUST CERTIFICATE

TRUST CERTIFICATE

SEE REVERSE FOR CERTAIN DEFINITIONS

     THIS CERTIFICATE IS NON-TRANSFERABLE.

     THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE OWNER TRUSTEE AND THE DEPOSITOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE DEPOSITOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, ANY “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING (EACH A “BENEFIT PLAN”). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS.

     THE PRINCIPAL OF THIS TRUST CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS TRUST CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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EXHIBIT A

     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.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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EXHIBIT A

NISSAN AUTO LEASE TRUST 200[      ]-[       ]

ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the Trust, as defined below, the property of which includes, among other things, the 200[      ]-[      ] SUBI Certificate, evidencing a 100% beneficial interest in the 200[       ]-[       ] SUBI. The property of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued thereunder.

     This Trust Certificate does not represent an interest in or obligation of the 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 200[      ]-[       ] (the “Trust”) formed by Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”).

     The Trust was created pursuant to a trust agreement, as amended and restated as of [       ] (the “Trust Agreement”), between the Depositor and [Wilmington Trust Company], as trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions.

     This Trust Certificate is one of the duly authorized Trust Certificates designated as “Asset Backed Certificates” (the “Trust Certificates”). Also issued under an indenture, dated as of [            ] (the “Indenture”), between the Trust and [U.S. Bank National Association], as trustee (the “Indenture Trustee”), are the [            ]% Asset Backed Notes, Class A-1, the [            ]% Asset Backed Notes, Class A-2, the [           ]% 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 Trust primarily includes, among other things, (i) the 200[       ]-[       ] SUBI Certificate, evidencing a 100% beneficial interest in the 200[       ]-[       ] SUBI, and (ii) all proceeds of the foregoing. The rights of the Trust in the foregoing property have been pledged by the Trust to the Indenture Trustee to secure the payment of the Notes.

     The Trust Certificates represent obligations of the Trust only and do not represent interests in, recourse to or obligations of the Depositor, the UTI Beneficiary or any of their respective Affiliates.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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EXHIBIT A

     Under the Trust Agreement, there will be distributed on the [15^th] day of each month (or, if such day is not a Business Day, the next Business Day), commencing [            ] (each, a “Payment Date”), to the Person in whose name this Trust Certificate is registered at the close of business on the day preceding each Payment Date (each, a “Record Date”) such Trust Certificateholder’s percentage interest in the amount to be distributed with respect to the Trust Certificates on such Payment Date.

     The holder of this Trust Certificate acknowledges and agrees that its rights to receive payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Indenture.

     It is the intent of the Depositor and Trust Certificateholder that the Trust not constitute a separate entity for federal income and state income and franchise tax purposes, and that the Notes be treated as indebtedness for such purposes. If, however, the Trust is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes. The Depositor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention.

     Each Trust Certificateholder by accepting a Trust Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against NMAC, the Grantor, the Depositor, the Trustee, the Titling Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     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. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for the purpose by the Owner Trustee in The Borough of Manhattan in the City of New York.

     Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     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

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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EXHIBIT A

REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

A-5

EXHIBIT A

     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.

Dated:                                         , 200[      ]	NISSAN AUTO LEASE TRUST 200[      ]-[      ]
	By:	[WILMINGTON TRUST COMPANY], as Owner Trustee
	By:
		Name:
		Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.

[WILMINGTON TRUST COMPANY],	or	[WILMINGTON TRUST COMPANY],
as Owner Trustee		as Owner Trustee
By:		By:
			Authenticating Agent
		By:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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EXHIBIT A

[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 Trust, 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 Trust.

     The Trust Agreement may be amended by the parties thereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders or the 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 (provided that if the Depositor and its Affiliates do not hold all of the Trust 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 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 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 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 for federal income tax purposes, or cause the Trust or the 200[ ]-[ ] 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 the Trust Agreement.

     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.

     Notwithstanding anything herein to the contrary, any term or provision of the Trust Agreement may be amended by the Depositor without the consent of any of the Noteholders or

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

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EXHIBIT A

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(b)(i)(B) is delivered to the Indenture Trustee.

     Not less than [15] days prior to the execution of any amendment to the Trust 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.

     The Trust Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding Trust Certificates (provided that if the Depositor and its Affiliates do not hold all of the Trust Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes of this provision), to approve any trust purpose with respect to the Trust in addition to the purpose authorized pursuant to the Trust Agreement, upon not less that 90 days notice to each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes (including such Notes, if any, owned by the Trust, the 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 for federal income tax purposes, or cause the Trust or the 200[ ]-[ ] SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

     Prior to the execution of any amendment to the Trust 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 the Trust 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 the Trust Agreement or otherwise.

     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’ Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

     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

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

A-8

EXHIBIT A

transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by, a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Trust Certificateholder hereof or such Trust Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Trust Certificates of the same class and in authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is [Wilmington Trust Company].

     The Trust Certificates are issuable only as registered Trust Certificates without coupons in minimum denominations of $[250,000]. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

     The Owner Trustee, the Certificate Registrar, 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.

     Any prospective transferee of a Trust Certificate will be required to deliver a letter to the Depositor and the Certificate Registrar substantially in the form of Exhibit C to the Trust Agreement, which letter includes a representation that such prospective transferee is not a “Benefit Plan Investor” (as defined in Department of Labor Regulation 2510.3-101(f)(2)). The Trust Certificates may not be transferred, sold, pledged or otherwise disposed to or for the account of a Benefit Plan Investor.

     The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

A-9

EXHIBIT A

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 200[ ]-[ ] Amended and Restated Trust Agreement)

A-10

EXHIBIT B

FORM OF RULE 144A CERTIFICATE

                                        ,                     

Nissan Auto Leasing LLC II
990 West 190^th Street
Torrance, California 90502

[Wilmington Trust Company],
as Owner Trustee
Rodney Square North
1100 N. Market Street

Wilmington, Delaware 19890

[Wilmington Trust Company],
as Certificate Registrar
520 Madison Avenue
33rd Floor
New York, New York 10019

Ladies and Gentlemen:

     This is to notify you as to the transfer of $ initial principal balance of Asset Backed Certificates (the “Trust Certificates”) of Nissan Auto Lease Trust 200[       ]-[       ] (the “Trust”).

     The undersigned is the holder of the Trust Certificates and with this notice hereby deposits with [Wilmington Trust Company] (the “Owner Trustee”) $ initial principal balance of Trust Certificates and requests that Trust Certificates in the same initial principal balance be issued, executed and authenticated and registered to the purchaser on , 200_, as specified in the trust agreement dated [            ], as amended and restated by the Amended and Restated Trust Agreement dated [            ] among [Wilmington Trust Company] and Nissan Auto Leasing LLC II, as follows:

Name:	Denominations:
Address:
Taxpayer I.D. No:

     The undersigned represents and warrants that the undersigned (a) reasonably believes the purchaser is a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”), (b) such purchaser has acquired the Trust Certificates in a transaction effected in accordance with the exemption from the registration requirements of the Act provided by Rule 144A and (c) if the purchaser has purchased the Trust Certificates for one or more accounts for which it is acting as fiduciary or agent, (i) each such account is a qualified

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

B-1

EXHIBIT B

institutional buyer and (ii) the purchaser is acquiring Trust Certificates for its own account or for one or more institutional accounts for which it is acting as fiduciary or agent in a minimum amount equivalent to not less than $[250,000] for each such account.

Very truly yours,
By:
	Name:
	Title:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

B-2

EXHIBIT C

FORM OF INVESTMENT LETTER

QUALIFIED INSTITUTIONAL BUYER

[U.S. Bank National Association],
as Indenture Trustee
209 South LaSalle Street, Suite 300
Chicago, Illinois 60611

[Wilmington Trust Company],
as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Nissan Auto Leasing LLC II
990 West 190^th Street
Torrance, California 90502

Ladies and Gentlemen:

     In connection with our proposed purchase of $                                         aggregate principal amount of Certificates (the “Certificates”) representing an undivided interest in the Nissan Auto Lease Trust 200[      ]-[      ] (the “Trust”), the investor on whose behalf the undersigned is executing this letter (the “Purchaser”) confirms that:

     1. Reference is made to the Prospectus Supplement, dated [                 ] (the “Prospectus”), relating to the Certificates. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Prospectus. The Purchaser has received a copy of the Prospectus and such other information as the Purchaser deems necessary in order to make its investment decision and the Purchaser has been provided the opportunity to ask questions of, and receive answers from, the Servicer and Nissan Auto Leasing LLC II, as the Depositor, concerning the Servicer, the UTI Beneficiary and the Depositor and the terms and conditions of the offering described in the Prospectus. The Purchaser has received and understands the above, and understands that substantial risks are involved in an investment in the Certificates. The Purchaser represents that in making its investment decision to acquire the Certificates, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including you, the Servicer, the Depositor or the Owner Trustee or any of your or their affiliates, except as expressly contained in the Prospectus and in the other written information, if any, discussed above. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and the Purchaser is able to bear the substantial economic risks of such an investment. The Purchaser has relied upon its own tax, legal and financial advisors in connection with its decision to purchase the Certificates.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-1

EXHIBIT C

     2. The Purchaser is (A) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”)) and has delivered to you a certificate substantially in the form attached hereto as Annex 1 or Annex 2, as applicable and (B) acquiring the Certificates for its own account or for the account of an investor of the type described in clause (A) above as to each of which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Certificates for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or “Blue Sky” laws of any state.

     3. The Purchaser understands that the Certificates have not been and will not be registered under the 1933 Act or under the securities or blue sky laws of any state, and that (i) if it decides to resell, pledge or otherwise transfer any Certificate, such Certificate may be resold, pledged or transferred without registration only to an entity that has delivered to the Depositor and the Owner Trustee a certification that it is a Qualified Institutional Buyer that purchases (1) for its own account or (2) for the account of such a Qualified Institutional Buyer, that is, in either case, aware that the resale, pledge or transfer is being made in reliance on said Rule 144A and (ii) it will, and each subsequent holder will be required to, notify any purchaser of any Certificate from it of the resale restrictions referred to in clause (i) above.

     4. The Purchaser understands that each of Certificate will bear a legend to the following effect, unless otherwise agreed by the Depositor and the Owner Trustee:

“THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE DEPOSITOR AND THE OWNER TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE DEPOSITOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE,

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-2

EXHIBIT C

PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, ANY “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING (EACH A “BENEFIT PLAN”). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS.”

     5. If the Purchaser is acquiring any Certificate as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgements, representations and agreements contained herein on behalf of such account.

     6. The Purchaser is not (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code or (c) any entity whose underlying assets include plan assets of any of the foregoing (each, a “Benefit Plan”).

     7. The Purchaser has neither acquired nor will it transfer any Certificate it purchases (or any interest therein) or cause any such Certificates (or any interest therein) to be marketed on or through an “established securities market “within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

     8. The Purchaser either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such 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 Certificates.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-3

EXHIBIT C

     9. The Purchaser understands that no subsequent transfer of the Certificates is permitted unless (A) such transfer is of a Certificate with a denomination of at least $[250,000], (B) it causes its proposed transferee to provide to the Depositor and the Certificate Registrar a letter substantially in the form of Exhibit C to the Trust Agreement, as applicable, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable, as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer.

     10. The Purchaser understands that the opinion of counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs 7, 8 and 9 above.

     11. The Purchaser is a Person who is either (A)(1) a citizen or resident of the United States, (2) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the Certificates is effectively connected with such Person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Certificate will not result in any withholding obligation with respect to any payments with respect to the Certificates by any Person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is includible in gross income for federal income tax purposes regardless of source or a trust if the court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the Trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury and, alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new W-8ECI upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee).

     12. The Purchaser agrees that if at some time in the future it wishes to transfer or exchange any of the Certificates, it will not transfer or exchange any of the Certificates unless such transfer or exchange is in accordance with Section 3.04 of the Trust Agreement. The Purchaser understands that any purported transfer of the Certificates (or any interest therein) in contravention of any of the restrictions and conditions in the Trust Agreement, as applicable, shall be a void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Certificateholder, as the case may, be for any purpose.

     13. The Purchaser hereby irrevocably requests you to arrange for definitive Certificates representing the Certificates purchased by the Purchaser to be registered and delivered promptly after the Closing Date as follows:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-4

Principal Amount of
Definitive		Deliver Definitive
Certificate:	Registered in Name of	Certificate to:

     You and the Owner Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,
By:
	Name:
	Title:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-5

EXHIBIT C

ANNEX 1 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

     The undersigned (the “Purchaser”) hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein:

(i)

As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Purchaser.

(ii)

In connection with purchases by the Purchaser, the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, because (i) the Purchaser owned and/or invested on a discretionary basis $                    1 in securities (except for the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.

— Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

— Bank. The Purchaser (a) is a national bank or banking institution organized under the laws of any state, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $[25,000,000] as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

— Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $[25,000,000] as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

¹ Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-6

— Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

— Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, territory or the District of Columbia.

— State or Local Plan. The Purchaser is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees (a “Plan”).

— Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisors Act of 1940.

— Small Business Investment Company. The Purchaser is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

— Business Development Company. The Purchaser is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

(iii)

The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

(iv)

For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser and did not include any of the securities referred to in the preceding paragraph, except (i) where the Purchaser reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at their market value. Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is a majority-owned,

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-7

EXHIBIT C

	consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Exchange Act.
(v)	The Purchaser acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in reliance on Rule 144A.
(vi)	Until the date of purchase of the Certificates, the Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan is provided above, the Purchaser agrees that it will furnish to such parties updated annual financial statements promptly after they become available.

                                                            
Name of Purchaser

By
	Name:
	Title:
Dated:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-8

EXHIBIT C

ANNEX 2 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

     The undersigned (the “Purchaser”) hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein:

(i)

As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Purchaser or, if the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, because the Purchaser is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.

(ii)

In connection with purchases by the Purchaser, the Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone, or the Purchaser’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, except (i) where the Purchaser or the Purchaser’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.

— The Purchaser owned $ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

— The Purchaser is part of a Family of Investment Companies which owned in the aggregate $ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

(iii) The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-9

EXHIBIT C

(iv)	The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.
(v)	The Purchaser is familiar with Rule 144A and understands that the parties listed in the Rule 144A Representation Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A. In addition, the Purchaser will only purchase for the Purchaser’s own account.
(vi)	Until the date of purchase of the Depositor Certificate, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Purchaser’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Name of Purchaser or Advisor

By
	Name:
	Title:
IF AN ADVISOR:

Name of Purchaser

Dated:

(NALT 200[ ]-[ ] Amended and Restated Trust Agreement)

C-10

EX-4.9

                                                                     EXHIBIT 4.9

- --------------------------------------------------------------------------------

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                           as Grantor and Beneficiary,

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   as Trustee,

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                as Administrator,

                                       and

                            WILMINGTON TRUST COMPANY,
                               as Delaware Trustee

                      ------------------------------------

                                   NILT TRUST

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                            Dated as of March 1, 1999

                      -------------------------------------

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
                                   ARTICLE ONE

                     DEFINITIONS AND INTERPRETIVE PROVISIONS

Section 1.01. Definitions; Interpretive Provisions..........................................................     1

                                   ARTICLE TWO

                                    THE TRUST

Section 2.01. General.......................................................................................     2
Section 2.02. Office........................................................................................     2
Section 2.03. Purposes......................................................................................     2
Section 2.04. Appointment of Trustee........................................................................     3
Section 2.05. Capital Contribution to Trust Assets..........................................................     3
Section 2.06. Declaration of Trust..........................................................................     3
Section 2.07. Maintenance of Separate Existence; Prohibited Transactions....................................     3
Section 2.08. Liability of Beneficiary......................................................................     4
Section 2.09. Title to Trust Property.......................................................................     4
Section 2.10. Situs of Trust................................................................................     4
Section 2.11. Representations and Warranties of the Beneficiary.............................................     5
Section 2.12. Beneficiary Payment Obligation................................................................     6
Section 2.13. Beneficial Ownership..........................................................................     6
Section 2.14. Restrictions on the Beneficiary's Power.......................................................     6

                                  ARTICLE THREE

                            PAYMENTS; TRUST ACCOUNTS

Section 3.01. Payments from Trust Assets Only...............................................................     7
Section 3.02. Establishment of Trust Account................................................................     7
Section 3.03. Distribution of Excess Trust Funds............................................................     7
Section 3.04. No Segregation of Monies; No Interest.........................................................     8
Section 3.05. Accounting and Reports to the Beneficiary, IRS and Others.....................................     8

                                  ARTICLE FOUR

              AUTHORITY AND DUTIES OF, AND ACTIONS BY, THE TRUSTEE

Section 4.01. General Authority.............................................................................     9






                                                                                                               Page
                                                                                                               ----
                                                                                                            
Section 4.02. General Duties................................................................................     9
Section 4.03. Action Upon Instruction.......................................................................     9
Section 4.04. Action by Trustee with Respect to Bankruptcy..................................................    10
Section 4.05. No Duties Except as Specified in this Agreement or in Instructions............................    10
Section 4.06. No Action Except Under Specified Documents or Instructions....................................    11
Section 4.07. Restrictions..................................................................................    11

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

Section 5.01. Acceptance of Trusts and Duties...............................................................    12
Section 5.02. Furnishing of Documents.......................................................................    13
Section 5.03. Representations and Warranties................................................................    13
Section 5.04. Reliance; Advice of Counsel...................................................................    13
Section 5.05. Not Acting in Individual Capacity.............................................................    14
Section 5.06. Trustee Not Liable for Securities or Leases...................................................    14
Section 5.07. Trustee May Own Securities....................................................................    14

                                   ARTICLE SIX

                             COMPENSATION OF TRUSTEE

Section 6.01. Trustee's Fees and Expenses...................................................................    15
Section 6.02. Indemnification...............................................................................    15

                                  ARTICLE SEVEN

                                THE ADMINISTRATOR

Section 7.01. Appointment of Administrator..................................................................    16
Section 7.02. Duties of the Administrator...................................................................    16
Section 7.03. Non-Ministerial Matters.......................................................................    17
Section 7.04. Indemnification of Trustee....................................................................    17
Section 7.05. Administrator's Fees and Expenses.............................................................    17
Section 7.06. Independence of Administrator.................................................................    17
Section 7.07. Other Activities of Administrator.............................................................    18
Section 7.08. Resignation and Removal of Administrator......................................................    18
Section 7.09. No Joint Venture..............................................................................    19
Section 7.10. Action Upon Termination, Resignation or Removal...............................................    19


                                       ii





                                                                                                               Page
                                                                                                               ----
                                                                                                            
                                  ARTICLE EIGHT

                           TERMINATION AND DISSOLUTION

Section 8.01. Termination of Trust Agreement................................................................    20
Section 8.02. Bankruptcy of Beneficiary.....................................................................    20

                                  ARTICLE NINE

                        SUCCESSOR AND ADDITIONAL TRUSTEES

Section 9.01. Eligibility Requirements for Trustee..........................................................    21
Section 9.02. Resignation or Removal of Trustee.............................................................    21
Section 9.03. Successor Trustee.............................................................................    22
Section 9.04. Merger or Consolidation of Trustee............................................................    22
Section 9.05. Appointment of Co-Trustee or Separate Trustee.................................................    23

                                   ARTICLE TEN

                                  MISCELLANEOUS

Section 10.01. Amendments...................................................................................    25
Section 10.02. No Legal Title to Trust Assets in Beneficiary................................................    26
Section 10.03. Limitations on Rights of Others..............................................................    26
Section 10.04. Notices......................................................................................    26
Section 10.05. Severability of Provisions...................................................................    26
Section 10.06. Counterparts.................................................................................    26
Section 10.07. Successors and Assigns.......................................................................    26
Section 10.08. No Petition..................................................................................    27
Section 10.09. No Recourse..................................................................................    27
Section 10.10. Headings.....................................................................................    27
Section 10.11. Governing Law................................................................................    27
Section 10.12. Integration..................................................................................    27


                                       iii





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                                                                                                               ----
                                                                                                            
                                    EXHIBITS

Exhibit A    --     Definitions ...........................................................................     A-1
Exhibit B    --     Form of Certificate of Trust...........................................................     B-1
Exhibit C    --     Form of Power of Attorney..............................................................     C-1


                                       iv



                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

         This Amended and Restated Trust Agreement, dated as of March 1, 1999,
is among Nissan Motor Acceptance Corporation, a California corporation ("NMAC"),
as grantor and beneficiary (in such capacities, the "Grantor" and "Beneficiary",
respectively), U.S. Bank Trust National Association, a national banking
association, as trustee (the "Trustee"), NMAC, as administrator (in such
capacity, the "Administrator"), and Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee").

                                    RECITALS

         WHEREAS, NILT Trust is a Delaware business trust created pursuant to
(i) a trust agreement, dated as of July 7, 1998, among the Beneficiary, the
Trustee and the Delaware Trustee (the "Original Trust Agreement") and (ii) a
certificate of trust filed with the Secretary of State of the State of Delaware
on July 7, 1998; and

         WHEREAS, the parties hereto desire to amend and restate the Original
Trust Agreement in its entirety for the purpose of holding in trust various
assets described herein.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE ONE

                     DEFINITIONS AND INTERPRETIVE PROVISIONS

         Section 1.01. Definitions; Interpretive Provisions. For all purposes of
this Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) capitalized terms shall have the meanings ascribed
thereto in Exhibit A, (ii) capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Origination Trust
Agreement, (iii) terms used in this Agreement include, as appropriate, all
genders and the plural as well as the singular, (iv) references to this
Agreement include all Exhibits hereto, (v) references to words such as "herein",
"hereof" and the like shall refer to this Agreement as a whole and not to any
particular part, Article or Section herein, (vi) references to an Article or
Section such as "Article One" or "Section 1.01" shall refer to the applicable
Article or Section of this Agreement, (vii) the term "include" and all
variations thereof shall mean "include without limitation", (viii) the term "or"
shall include "and/or", (ix) the term "proceeds" shall have the meaning ascribed
to such term in the UCC and (x) the phrase "Trustee on behalf of the Trust", or
words of similar import, shall, to the extent required to effectuate the
appointment of any co-trustee pursuant to Section 9.05, be deemed to refer to
the Trustee (or such co-trustee) on behalf of the Trust.



                                   ARTICLE TWO

                                    THE TRUST

         Section 2.01. General. The Trust continued hereby shall be known as
"NILT Trust", in which name the Trustee may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued.

         Section 2.02. Office. The primary office of the Trust shall be in care
of the Administrator at the Trust Office. The Trust shall also have an office at
the address of the Trustee set forth in Section 10.04 and at any other location
as the Trustee may designate from time to time by written notice to the
Beneficiary and the Administrator.

         Section 2.03. Purposes. The purposes of the Trust are:

                  (a)      to execute, deliver, enter into and perform its
         obligations under the Relevant Documents to which it is a party or by
         which it is bound;

                  (b)      to acquire, own, hold and, as permitted under the
         Relevant Documents, dispose of or pledge beneficial interests in
         Nissan-Infiniti LT Trust Assets, including the UTI Certificate and any
         SUBI Certificate, and cause any Excess Trust Funds to be distributed to
         or upon the order of the Beneficiary;

                  (c)      subject to compliance with the Trust Documents, to
         engage in such activities as may be required to be taken by the UTI
         Beneficiary pursuant to the Origination Trust Documents, including,
         directing the allocation of Nissan-Infiniti LT Trust Assets to the UTI
         and one or more SUBIs and authorizing the issuance of the related UTI
         and SUBI Certificates, and such other activities that are necessary or
         appropriate to accomplish the foregoing or that are incidental thereto
         or connected therewith;

                  (d)      to engage in any of the other activities described or
         authorized in any Relevant Document or any document relating to a
         Nissan-Infiniti LT Securitized Financing;

                  (e)      subject to compliance with the Relevant Documents, to
         engage in such other activities as may be required in connection with
         the preservation of the Nissan-Infiniti LT Trust Assets and directing
         the making of distributions to or upon the order of Related
         Beneficiaries or any related Holder; and

                  (f)      to engage in any and all activities that are
         necessary or appropriate to accomplish the foregoing or that are
         incidental thereto or connected therewith.

         The Trust shall not engage in any activities other than in connection
with the foregoing or other than as required or authorized by applicable law or
the Relevant Documents. Nothing contained herein shall be deemed to authorize
the Trustee, on behalf of the Trust, to engage in any business operations or any
activities other than those set forth above. Additionally, the

                                        2



Trustee shall have no discretionary duties other than performing those
ministerial acts that are necessary to accomplish the purposes of the Trust as
set forth in this Section.

         Section 2.04. Appointment of Trustee. The Beneficiary hereby confirms
its appointment of the Trustee as trustee of the Trust effective as of the
effective date of the Original Trust Agreement, to have all the rights, powers
and duties set forth herein, and the Trustee hereby confirms its acceptance of
such appointment.

         Section 2.05. Capital Contribution to Trust Assets. The Trustee hereby
acknowledges receipt in trust from the Beneficiary, as of the date of the
Original Trust Agreement, of $10.00, which shall constitute part of the initial
Trust Assets. The Beneficiary shall pay the organizational expenses of the Trust
as they may arise or shall, upon the request of the Trustee, promptly reimburse
the Trustee for any such expenses paid by the Trustee.

         Section 2.06. Declaration of Trust. The Trustee hereby declares that it
will hold the Trust Assets in trust upon and subject to the conditions set forth
herein for the use and benefit of the Beneficiary, subject to the obligations of
the Trust under the Relevant Documents to which it is a party. It is the
intention of the parties hereto that the Trust constitute a business trust under
the Delaware Act and that this Agreement constitute the governing instrument of
such business trust. It is the intention of the parties hereto that to the
extent permitted by applicable law, the Trust shall not constitute a separate
entity for federal income, State income or franchise Tax purposes and that the
Beneficiary shall be treated for such Tax purposes as if it owned the Trust
Assets directly, rather than through the Trust and to treat the Trust and the
Trust Assets accordingly. Effective as of the date hereof, the Trustee shall
have all rights, powers and duties set forth herein and in the Delaware Act for
the sole purpose and to the extent necessary to accomplish the purposes of the
Trust set forth in Section 2.03.

         Section 2.07. Maintenance of Separate Existence; Prohibited
Transactions. The Trust shall maintain operations separate and apart from those
of the Beneficiary and its Affiliates. In furtherance of the maintenance of
separate operations, and without limiting the foregoing sentence, the Trust and
the Beneficiary shall act in accordance with the following:

                  (a)      The Trust shall act solely in its own name and shall
         not hold itself out as being an agent for the Beneficiary or any
         Affiliate thereof and, except as otherwise provided in the Relevant
         Documents, shall not represent to any third party that the credit or
         resources of the Beneficiary or any Affiliate thereof will be available
         to satisfy the liabilities or obligations of the Trust.

                  (b)      The Trust shall observe all customary business trust
         formalities, including keeping books and records and financial
         statements separate and apart from those of the Beneficiary and any
         Affiliate thereof and taking appropriate business trust actions at the
         appropriate times.

                  (c)      The Trust shall maintain a separate office location.

                  (d)      The Trust Assets shall be separately identified and
         segregated and shall not be commingled with those of the Beneficiary,
         except in the limited manner provided in the Trust Documents. All of
         the Trust Assets shall at all times be held by or on behalf

                                        3



         of the Trust, and, if held on behalf of the Trust by another entity,
         shall at all times be kept identifiable (in accordance with customary
         usage) as assets owned by the Trust. In no event shall any of the Trust
         Assets be held on behalf of or otherwise by the Beneficiary or any
         Affiliate thereof, except pursuant to the Relevant Documents. The Trust
         shall maintain its own bank accounts, payroll (if applicable) and
         separate books of account.

                  (e)      The Beneficiary shall have no right to:

                           (i)      revoke or terminate the Trust;

                           (ii)     commence any voluntary Proceeding with
                  respect to the Trust under any United States federal or State
                  bankruptcy or similar law without the prior written consent of
                  the Trustee, each Holder and, if any Rated Securities are
                  outstanding, each related Rating Agency; or

                           (iii)    direct the Trustee to take any action that
                  would cause the Trustee to violate Section 4.07.

                  (f)      Any transaction between the Trust, on the one hand,
         and the Beneficiary or any Affiliate thereof, on the other hand, shall
         be conducted only on terms and conditions comparable to transactions on
         an arm's length basis with unaffiliated Persons.

                  (g)      Except as provided in the Relevant Documents, the
         Trust shall directly manage its own liabilities from its own funds,
         including paying its own operating expenses and reimbursing the
         Beneficiary or any Affiliate thereof, as the case may be.

                  (h)      The Trust shall not merge or consolidate with, or
         sell all or substantially all of the Trust Assets to any Person, except
         in accordance with the Relevant Documents and with the prior written
         consent of each Holder and each Rating Agency currently rating a Rated
         Security. Without limiting the generality of the foregoing, the Trustee
         shall not delegate any decision with regard to any merger,
         consolidation, sale of assets, the filing by the Trust of a voluntary
         petition for bankruptcy or consenting to the filing of an involuntary
         petition for bankruptcy against the Trust.

         Section 2.08. Liability of Beneficiary. The Beneficiary shall be
entitled to the same limitation of personal liability with respect to the
obligations of the Trust extended to stockholders of private corporations for
profit organized under the general corporation law of the State of Delaware,
except as otherwise set forth in the Trust Documents.

         Section 2.09. Title to Trust Property. Legal title to all Trust Assets
shall be vested at all times in the Trust as a separate legal entity except
where applicable law in any jurisdiction requires title to any part of the Trust
Assets to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Trustee, a co-trustee and/or a separate trustee, on
behalf of the Trust, as the case may be.

         Section 2.10. Situs of Trust. The Trust will be located and
administered in the States of California, Delaware or Illinois. All bank
accounts maintained by the Trustee on behalf of the Trust shall be located in
the States of California, Delaware, or Illinois. The Trust shall not have

                                        4



any employees in any State other than Delaware; provided, however, that nothing
herein shall restrict or prohibit the Trustee from having employees within or
without the State of Delaware. Payments will be received by the Trust only in
the States of California, Delaware or Illinois, and payments will be made by the
Trust only from such States.

         Section 2.11. Representations and Warranties of the Beneficiary. The
Beneficiary hereby represents and warrants to the Trustee and the other parties
hereto that:

                  (i)      The Beneficiary is duly organized and validly
         existing as a corporation organized and existing and in good standing
         under the laws of the State of California, with power and authority to
         (A) own its properties and to conduct its business as currently owned
         or conducted, (B) execute, deliver and perform this Agreement and any
         other document relating hereto to which it is a party and (C) perform
         its obligations hereunder and any other document relating hereto to
         which it is a party.

                  (ii)     The Beneficiary is duly qualified to do business as a
         foreign corporation in good standing and has obtained all necessary
         licenses and approvals in all jurisdictions in which the ownership or
         lease of property or the conduct of its business requires such
         qualifications, except in jurisdictions in which the failure to so
         qualify would not have a material adverse effect on the ability of the
         Beneficiary to perform its obligations under this Agreement.

                  (iii)    The Beneficiary has the power and authority to
         execute, deliver and perform this Agreement, to carry out its terms and
         to sell and assign the property to be sold and assigned to and
         deposited with the Trustee on behalf of the Trust as part of the Trust
         Assets and has duly authorized such sale and assignment and deposit
         with the Trustee on behalf of the Trust by all necessary corporate
         action; and the execution, delivery and performance of this Agreement
         have been duly authorized by the Beneficiary by all necessary corporate
         action.

                  (iv)     The consummation of the transactions contemplated by
         this Agreement and the fulfillment of the terms hereof do not conflict
         with, result in the breach of any of the terms and provisions of, nor
         constitute (with or without notice or lapse of time) a default under,
         the articles of incorporation or bylaws of the Beneficiary, or any
         indenture, agreement or other instrument to which the Beneficiary is a
         party or by which it is bound; nor result in the creation or imposition
         of any Lien upon any of the properties of the Beneficiary pursuant to
         the terms of any such indenture, agreement or other instrument (other
         than pursuant to the Trust Documents); nor violate any law or any
         order, rule or regulation applicable to the Beneficiary of any court or
         of any federal or State regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over the Beneficiary
         or its properties, which violation would have a material adverse effect
         on the ability of the Beneficiary to perform its obligations under this
         Agreement.

                  (v)      There are no Proceedings pending, or to knowledge of
         the Beneficiary threatened, before any court, regulatory body,
         administrative agency or other governmental instrumentality having
         jurisdiction over the Beneficiary: (A) asserting the invalidity of this
         Agreement or any other Trust Document; (B) seeking to prevent the

                                        5



         consummation of any of the transactions contemplated by this Agreement
         or any other Trust Document; or (C) seeking any determination or ruling
         that might materially and adversely affect the performance by the
         Beneficiary of its obligations under, or the validity or enforceability
         of, this Agreement or any other Trust Document.

         Section 2.12. Beneficiary Payment Obligation. The Beneficiary shall be
responsible for the payment of all fees and expenses of the Administrator, the
Trust and the Trustee, including amounts paid in connection with any of their
respective obligations under the Relevant Documents.

         Section 2.13. Beneficial Ownership. To the fullest extent permitted by
law, the Beneficiary shall at all times retain sole ownership of the undivided
beneficial interest in the Trust. In no event shall the Beneficiary voluntarily
transfer, assign, hypothecate, sell, pledge or otherwise convey, in whole or in
part, its beneficial interest in the Trust.

         Section 2.14. Restrictions on the Beneficiary's Power. The Beneficiary
shall not direct the Trustee to take or to refrain from taking any action if
such action or inaction would be inconsistent with or contrary to any obligation
of the Trust or the Trustee under this Agreement or any other Trust Document or
to the purpose of the Trust as set forth in Section 2.03.

                                        6



                                  ARTICLE THREE

                            PAYMENTS; TRUST ACCOUNTS

         Section 3.01. Payments from Trust Assets Only.

         (a)      Except as otherwise provided in this Agreement and the other
Trust Documents, all payments, if any, to be made by the Trustee other than
amounts owing by the Trustee arising from its willful misfeasance, bad faith or
negligence, shall be made only from any then-available Trust Assets and only to
the extent that the Trustee shall have received income or proceeds therefrom to
make such payments in accordance with the terms hereof or thereof.

         (b)      Except as otherwise provided in this Agreement and the other
Trust Documents, all amounts payable to the Beneficiary shall be paid or caused
to be paid by the Trustee to or for the account of the Beneficiary in
immediately available funds by wire transfer.

         Section 3.02. Establishment of Trust Account. The Administrator shall
establish and cause the Trustee to maintain (i) such trust accounts (each, a
"Trust Account"), as necessary, for the benefit of the Beneficiary in which all
of the cash capital of the Trust and all proceeds from the Trust Assets shall be
deposited and (ii) such other trust accounts as are necessary or incidental to
the Trust Accounts established pursuant to clause (i) above or as are specified
in an amendment or supplement to this Agreement. Each Trust Account shall be a
segregated depository or trust account established and maintained in the name of
the Trust with an Eligible Institution. Except as provided in this Agreement and
the other Trust Documents, the Beneficiary shall have no right to withdraw any
funds from any Trust Account without the express written consent of the Trustee.
The Trustee may authorize the Beneficiary to make deposits into and
disbursements from any Trust Account in accordance with the terms and provisions
of this Agreement and the other Trust Documents. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in any Trust
Account and in the proceeds thereof. Except as otherwise provided herein, each
Trust Account shall be under the sole dominion and control of the Trustee for
the benefit of the Beneficiary.

         Section 3.03. Distribution of Excess Trust Funds.

         (a)      Upon receipt of an Officer's Certificate of the Beneficiary
specifying the amount of Excess Trust Funds and the amount of such Excess Trust
Funds to be distributed, the Trustee shall distribute such Excess Trust Funds to
or upon the order of the Beneficiary.

         (b)      In the event that any withholding Tax is imposed on the
Trust's payment (or allocations of income) to or upon the order of the
Beneficiary, such Tax shall reduce the amount otherwise distributable to the
Beneficiary in accordance with this Section. The Trustee is hereby authorized
and directed to retain from amounts otherwise distributable to the Beneficiary
sufficient funds for the payment of any Tax that is legally owed by the Trust
(but such authorization shall not prevent the Trustee from contesting any such
Tax in appropriate Proceedings, and withholding payment of such Tax, if
permitted by law, pending the outcome of such Proceedings). The amount of any
withholding Tax imposed with respect to the Beneficiary shall be treated as cash
distributed to the Beneficiary at the time it is withheld by the Trust and

                                        7



remitted to the appropriate taxing authority. If the Trustee receives an opinion
of counsel that withholding Tax is payable with respect to a distribution, the
Trustee may in its sole discretion withhold such amounts in accordance with this
paragraph (b).

         Section 3.04. No Segregation of Monies; No Interest. Subject to
Sections 3.02 and 3.03, monies received by the Trustee hereunder need not be
segregated in any manner except to the extent required by law and may be
deposited under such general conditions as may be prescribed by law, and the
Trustee shall not be liable for any interest thereon.

         Section 3.05. Accounting and Reports to the Beneficiary, IRS and
Others. The Trustee shall deliver to the Beneficiary such information, reports
or statements as may be required by the Code and applicable Treasury Regulations
and as may be required to enable the Beneficiary to prepare its federal and
State income tax returns. Consistent with the characterization of the Trust as a
disregarded entity for Tax purposes, no federal income tax return shall be filed
on behalf of the Trust unless either (i) the Trust or the Beneficiary shall
receive the advice of its counsel or accountants that the Code requires such a
filing or (ii) the IRS shall determine that the Trust is required to file such a
return. In the event that the Trust is required to file Tax returns, the
Administrator shall prepare or shall cause to be prepared any Tax returns
required to be filed by the Trust and shall remit such returns to the
Beneficiary at least five days before such returns are due to be filed. The
Beneficiary, or any other such party required by law, shall promptly sign such
returns and deliver such returns after signature to the Administrator and such
returns shall be filed by, or at the direction of, the Administrator with the
appropriate Tax authorities. In no event shall the Trustee or the Beneficiary be
liable for any liabilities, costs or expenses of the Trust arising out of the
application of any Tax law for Taxes, except for any such liability, cost or
expense attributable to any act or omission by the Trustee or the Beneficiary,
as the case may be, in breach of its obligations under this Agreement.

                                        8



                                  ARTICLE FOUR

              AUTHORITY AND DUTIES OF, AND ACTIONS BY, THE TRUSTEE

         Section 4.01. General Authority. Subject to Sections 2.03 and 2.07, the
Trustee is authorized and directed to execute and deliver the Relevant Documents
to which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated thereby and any amendment or other
agreement in such form as the Beneficiary shall approve, as evidenced
conclusively by the Trustee's execution thereof. In addition to the foregoing,
the Trustee is authorized, but shall not be obligated, to take all actions
required of the Trust pursuant to the Relevant Documents. The Trustee is further
authorized from time to time to take such action as the Administrator recommends
with respect to the Trust Documents.

         Section 4.02. General Duties. Subject to Sections 2.03 and 2.07, the
Trustee shall discharge (or cause to be discharged through the Administrator or
such agents as shall be appointed with the consent of the Beneficiary) all of
its responsibilities pursuant to the terms of this Agreement and the other Trust
Documents to which the Trust is a party and to administer the Trust in the
interest of the Beneficiary, in accordance with the provisions of this Agreement
and the other Relevant Documents. Without limiting the foregoing, the Trustee
shall on behalf of the Trust file and prove any claim or claims that may exist
against the Beneficiary in connection with any claims-paying procedure as part
of an insolvency or receivership Proceeding involving the Beneficiary.
Notwithstanding the foregoing, the Trustee shall be deemed to have discharged
its duties and responsibilities hereunder and under the other Trust Documents to
the extent the Administrator has agreed herein to perform any act or to
discharge any duty of the Trustee hereunder or under any other Trust Document,
and the Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations hereunder.

         Section 4.03. Action Upon Instruction.

         (a)      Subject to the provisions of Article Two and this Article, in
accordance with the Trust Documents, the Beneficiary may, at any time, by
written instruction direct the Trustee in the management of the Trust.

         (b)      The Trustee shall not be required to take any action hereunder
or under any other Trust Document if the Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Trustee or is contrary to the terms
hereof or of any other Relevant Document or is otherwise contrary to law.

         (c)      Subject to Section 4.07 and the Relevant Documents, the
Trustee shall not have the power, except upon receipt of written directions of
the Beneficiary, to (i) remove the Administrator pursuant to Section 7.08, (ii)
appoint a successor Administrator pursuant to Section 7.08, (iii) remove the
Servicer pursuant to the Servicing Agreement, (iv) initiate any claim, suit or
Proceeding by the Trust or compromise any claim, suit or Proceeding brought by
or against the Trust, (v) sell the Trust Assets or (vi) except as required by
law, amend the Certificate of Trust.

                                        9



         (d)      Whenever the Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
other Trust Document, the Trustee shall promptly give notice (in such form as
shall be appropriate under the circumstances) to the Beneficiary requesting
instruction as to the course of action to be adopted, and, to the extent the
Trustee acts in good faith in accordance with any written instruction of the
Beneficiary received, the Trustee shall not be liable on account of such action
to any Person. If the Trustee shall not have received appropriate instruction
within ten days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Agreement and the other Trust
Documents, as it shall deem to be in the best interests of the Beneficiary, and
shall have no liability to any Person for such action or inaction.

         (e)      In the event that the Trustee is unsure as to the application
of any provision of this Agreement or any other Trust Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Trustee or is silent or is incomplete
as to the course of action that the Trustee is required to take with respect to
a particular set of facts, the Trustee may give notice (in such form as shall be
appropriate under the circumstances) to the Beneficiary requesting instruction
and, to the extent that the Trustee acts or refrains from acting in good faith
in accordance with any such instruction received, the Trustee shall not be
liable, on account of such action or inaction, to any Person. If the Trustee
shall not have received appropriate instruction within ten days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Agreement or the other Trust Documents, as it shall deem to be in the best
interests of the Beneficiary, and shall have no liability to any Person for such
action or inaction.

         Section 4.04. Action by Trustee with Respect to Bankruptcy. The Trustee
shall not have the power to commence a voluntary Proceeding with respect to the
Trust under any United States federal or State bankruptcy or similar law without
the prior written consent of each Holder and if any Rated Securities are
outstanding, each related Rating Agency.

         Section 4.05. No Duties Except as Specified in this Agreement or in
Instructions. The Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, dispose of or otherwise
deal with the Trust Assets, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which
the Trustee is a party, except as expressly provided by this Agreement or in any
document or written instruction received by the Trustee pursuant to Section
4.03; and no implied duties or obligations shall be read into this Agreement or
any other Trust Document against the Trustee. The Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or Lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any other Trust
Document. The Trustee nevertheless agrees that it will, at its own cost and
expense, promptly take all action as may be necessary to discharge any Liens on
any part of the Trust Assets that result from actions by, or claims against, the
Trustee that are not related to the ownership or the administration of the Trust
Assets.

                                       10



         Section 4.06. No Action Except Under Specified Documents or
Instructions. The Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Trust Assets except in accordance with (i)
the powers granted to and the authority conferred upon the Trustee pursuant to
this Agreement, (ii) the other Trust Documents and (iii) any document or
instruction delivered to the Trustee pursuant to Section 4.03.

         Section 4.07. Restrictions. The Trustee shall not take any action (i)
that is inconsistent with or contrary to any obligation of the Trust or the
Trustee under this Agreement or any other Trust Document or the purposes of the
Trust set forth in Section 2.03 or (ii) that, to the actual knowledge of the
Trustee, would result in the Trust's becoming taxable as a corporation for
federal or State income tax purposes.

                                       11



                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

         Section 5.01. Acceptance of Trusts and Duties. The Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts but only upon the terms of this Agreement. The Trustee also agrees
to disburse all monies actually received by it constituting part of the Trust
Assets upon the terms of this Agreement and the other Trust Documents. The
Trustee shall not be answerable or accountable hereunder or under any other
Trust Document under any circumstances, except (i) for its own willful
misconduct or negligence, (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 5.03 or (iii) as set forth in
the last sentence of Section 4.05. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

                  (a)      the Trustee shall not be liable for any error of
         judgment made by a Responsible Officer in good faith;

                  (b)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in accordance with the
         instructions of the Administrator or the Beneficiary in accordance with
         this Agreement and the other Trust Documents;

                  (c)      no provision of this Agreement or any other Trust
         Document shall require the Trustee to expend or risk funds or otherwise
         incur any financial liability in the performance of any of its rights
         or powers hereunder or under any other Trust Document if the Trustee
         shall have reasonable grounds for believing that repayment of such
         funds or adequate indemnity against such risk or liability is not
         reasonably assured or provided to it;

                  (d)      under no circumstances shall the Trustee be liable
         for indebtedness evidenced by or arising under any of the Relevant
         Documents, including any amounts owed to any Holder or any holder of a
         Security issued in a Nissan-Infiniti LT Securitized Financing;

                  (e)      the Trustee shall not be responsible for or in
         respect of the validity or sufficiency of this Agreement or for the due
         execution hereof by any other party hereto or for the form, character,
         genuineness, sufficiency, value or validity of any of the Trust Assets,
         or for or in respect of the validity or sufficiency of the Trust
         Documents, and the Trustee shall in no event assume or incur any
         liability, duty or obligation to any Holder, any holder of a Security
         issued in a Nissan-Infiniti LT Securitized Financing or the
         Beneficiary, other than as expressly provided for herein or expressly
         agreed to in the other Relevant Documents;

                  (f)      the Trustee shall not be liable for the default or
         misconduct of the Beneficiary, the Administrator, the Servicer, the
         Origination Trustee, any Indenture Trustee or any Owner Trustee under
         any Relevant Document or otherwise and the Trustee shall have no
         obligation to perform the obligations of the Trust under this Agreement
         or any Relevant Document, the Administrator hereunder or the
         Origination Trustee, the

                                       12



         Servicer, any Indenture Trustee or any Owner Trustee under any Relevant
         Document; and

                  (g)      the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Agreement, or to
         institute, conduct or defend any litigation under this Agreement or
         otherwise or in relation to this Agreement or any other Trust Document,
         at the request, order or direction of the Beneficiary, unless the
         Beneficiary has offered to the Trustee security or indemnity
         satisfactory to it against the costs, expenses and liabilities that may
         be incurred by the Trustee therein or thereby; the right of the Trustee
         to perform any discretionary act enumerated in this Agreement or in any
         other Trust Document shall not be construed as a duty, and the Trustee
         shall not be answerable for other than its negligence or willful
         misconduct in the performance of any such act.

         Section 5.02. Furnishing of Documents. The Trustee shall furnish to the
Beneficiary promptly upon receipt of a written request therefor, duplicates or
copies of all reports, notices, requests, demands, certificates, financial
statements and any other instruments furnished to the Trustee under the Relevant
Documents.

         Section 5.03. Representations and Warranties. The Trustee hereby
represents and warrants to the Beneficiary and the other parties hereto that:

                  (a)      it is a national banking association duly organized
         and validly existing in good standing under the laws of the United
         States and has all requisite corporate power and authority to execute,
         deliver and perform its obligations under this Agreement;

                  (b)      it has taken all corporate action necessary to
         authorize the execution and delivery by it of this Agreement, and this
         Agreement will be executed and delivered by one of its officers who is
         duly authorized to execute and deliver this Agreement on its behalf;
         and

                  (c)      neither the execution nor the delivery by it of this
         Agreement, nor the consummation by it of the transactions contemplated
         hereby nor compliance by it with any of the terms or provisions hereof
         will contravene any federal law, governmental rule or regulation
         governing the banking or trust powers of the Trustee or any judgment or
         order binding on it, or constitute any default under its charter
         documents or bylaws or any indenture, mortgage, contract, agreement or
         instrument to which it is a party or by which any of its properties may
         be bound or result in the creation or imposition of any Lien, charge or
         encumbrance on the Trust Assets resulting from actions by or claims
         against the Trustee individually which are unrelated to this Agreement
         or the other Trust Documents.

         Section 5.04. Reliance; Advice of Counsel.

         (a)      The Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such
resolution has

                                       13



been duly adopted by such body and that the same is in full force and effect. As
to any fact or matter the method of determination of which is not specifically
prescribed herein, the Trustee may for all purposes hereof rely on an Officer's
Certificate of the relevant party, as to such fact or matter and such Officer's
Certificate shall constitute full protection to the Trustee for any action taken
or omitted to be taken by it in good faith in reliance thereon.

         (b)      In the exercise or administration of the trusts hereunder and
in the performance of its duties and obligations under this Agreement and the
other Trust Documents, the Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Trustee
shall not be liable for the conduct or misconduct of such agents or attorneys if
such agents or attorneys shall have been selected by the Trustee with reasonable
care, and (ii) may consult with counsel, accountants and other skilled Persons
to be selected with reasonable care and employed by it. The Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the written opinion or advice of any such counsel, accountants or other
such Persons and not contrary to this Agreement or any other Trust Document.

         Section 5.05. Not Acting in Individual Capacity. Except as otherwise
provided in this Article, in accepting the trusts hereby created, U.S. Bank
Trust National Association acts solely as Trustee hereunder and not in its
individual capacity, and all Persons having any claim against the Trustee by
reason of the transactions contemplated by this Agreement or any other Trust
Document shall look only to the Trust Assets for payment or satisfaction
thereof.

         Section 5.06. Trustee Not Liable for Securities or Leases. The recitals
contained herein shall be taken as the statements of the Beneficiary, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee makes
no representations as to the validity or sufficiency of this Agreement (except
the representations and warranties in Section 5.03), any other Trust Document,
any Certificate issued pursuant to the Origination Trust Agreement, any Security
issued in connection with a Nissan-Infiniti LT Securitized Financing, any
Origination Trust Document or of any Lease or related documents. The Trustee
shall at no time have any responsibility or liability for or with respect to the
(i) legality, validity and enforceability of any Lease, or the perfection and
priority of any security interest created by any Lease in any Leased Vehicle or
the maintenance of any such perfection and priority, (ii) for or with respect to
the sufficiency of the Trust Assets or their ability to generate the payments to
be distributed to the Beneficiary under this Agreement, (iii) the compliance by
the Beneficiary with any warranty or representation made under any Relevant
Document or in any related document or the accuracy of any such warranty or
representation or (iv) any action of the Administrator taken in the name of the
Trustee.

         Section 5.07. Trustee May Own Securities. The Trustee in its individual
or any other capacity may become the owner or pledgee of any Certificate issued
pursuant to the Origination Trust Agreement, any Security issued in connection
with a Nissan-Infiniti LT Securitized Financing and may deal with the
Beneficiary, the Administrator, Nissan-Infiniti LT, any Owner Trustee or
Indenture Trustee and the Servicer in banking transactions with the same rights
as it would have if it were not Trustee.

                                       14



                                   ARTICLE SIX

                             COMPENSATION OF TRUSTEE

         Section 6.01. Trustee's Fees and Expenses. The Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed
upon before the date hereof between the Beneficiary and the Trustee, and the
Trustee shall be entitled to be reimbursed by the Beneficiary for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Trustee may employ in connection with the exercise and performance of its rights
and its duties hereunder.

         Section 6.02. Indemnification. To the extent funds in cash or cash
equivalents are unavailable from Trust Assets, the Beneficiary shall be liable
as primary obligor for, and shall indemnify the Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from and
against, any and all liabilities, obligations, losses, damages, Taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by or
asserted against the Trustee or any Indemnified Party in any way relating to or
arising out of this Agreement, the other Trust Documents, the Trust Assets, the
administration of the Trust Assets or the action or inaction of the Trustee
hereunder, except only that the Beneficiary shall not be liable for or required
to indemnify an Indemnified Party from and against Expenses arising or resulting
from any of the matters described in the third sentence of Section 5.01. The
indemnities contained in this Section shall survive the resignation or
termination of the Trustee or the termination of this Agreement. In the event of
any claim or Proceeding for which indemnity will be sought pursuant to this
Section, the Trustee's choice of legal counsel shall be subject to the approval
of the Beneficiary, which approval shall not be unreasonably withheld.

                                       15



                                  ARTICLE SEVEN

                                THE ADMINISTRATOR

         Section 7.01. Appointment of Administrator. The Trustee and the
Beneficiary hereby appoint NMAC, and NMAC hereby accepts such appointment, as
Administrator of certain duties of the Trust and the Trustee as set forth
herein.

         Section 7.02. Duties of the Administrator.

         (a)      The Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate Persons of, and
shall execute on behalf of the Trust or the Trustee, all such documents,
reports, filings, instruments, certificates and opinions that it shall be the
duty of the Trust or the Trustee to prepare, file or deliver pursuant to the
Trust Documents or Section 3.05, and at the request of the Trustee shall take
all appropriate action that it is the duty of the Trust or the Trustee to take
pursuant to the Trust Documents. In furtherance thereof, the Trustee shall, on
behalf of itself and of the Trust, execute and deliver to the Administrator and
to each successor Administrator appointed pursuant to the terms hereof, one or
more powers of attorney substantially in the form of Exhibit C hereto,
appointing the Administrator the attorney-in-fact of the Trustee and the Trust
for the purpose of executing on behalf of the Trustee and the Trust all such
documents, reports, filings, instruments, certificates and opinions. Subject to
Article Three, and in accordance with the directions of the Trustee, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Trust Assets (including the Relevant
Documents) as are not covered by any of the foregoing provisions and as are
expressly requested by the Trustee and are reasonably within the capability of
the Administrator.

         (b)      Notwithstanding anything in this Agreement or the Trust
Documents to the contrary, the Administrator shall be responsible for promptly
notifying the Trustee in the event that any withholding Tax is imposed on the
Trust's payments (or allocations of income) to the Beneficiary as contemplated
in Section 3.03(b). Any such notice shall specify the amount of any withholding
Tax required to be withheld by the Trustee pursuant to such provision.

         (c)      Notwithstanding anything in this Agreement to the contrary,
the Administrator shall be responsible for performance of the duties of the
Trustee set forth in Section 3.05 (other than the execution of any documents
executed in connection therewith).

         (d)      The Administrator shall perform the duties of the
Administrator specified in Section 9.02 required to be performed in connection
with the resignation or removal of the Trustee, and any other duties expressly
required to be performed by the Administrator pursuant to this Agreement.

         (e)      The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Trust at any time during
normal business hours.

                                       16



         (f)      The Administrator shall furnish to the Trust from time to time
such additional information regarding the Trust Assets as the Trust shall
reasonably request.

         (g)      In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its Affiliates; provided, however, that the terms
of any such transactions or dealings shall be in accordance with any directions
received from the Trust and shall be, in the Administrator's opinion, no less
favorable to the Trust than would be available from unaffiliated parties.

         Section 7.03. Non-Ministerial Matters.

         (a)      With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action, the
Administrator shall have notified the Trustee of the proposed action and the
Trustee shall not have withheld consent or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters" shall
include (i) the initiation of any action, claim or Proceeding by the Trust and
the compromise of any action, claim or Proceeding brought by or against the
Trust; (ii) the amendment, change or modification of the Trust Documents; and
(iii) appointment of a successor Administrator.

         (b)      Notwithstanding anything to the contrary in this Agreement,
the Administrator shall not be obligated to, and shall not, (i) take any action
that the Trust directs the Administrator not to take or (ii) direct the Trustee
to take any action that would cause the Trustee to violate Section 4.07.

         Section 7.04. Indemnification of Trustee. The Administrator will
indemnify the Trustee and its agents for, and hold them harmless against, any
loss, liability or expense incurred without negligence, bad faith or willful
misconduct on their part, arising out of or in connection with the acceptance or
administration of the transactions contemplated by this Agreement, including the
reasonable costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of their powers
or duties under this Agreement.

         Section 7.05. Administrator's Fees and Expenses. The Administrator
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Beneficiary and the
Administrator, and the Administrator shall be entitled to be reimbursed by the
Beneficiary for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Administrator may employ in
connection with the exercise and performance of its rights and its duties
hereunder.

         Section 7.06. Independence of Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Trust or the Trustee with respect to the
manner in which it accomplishes the performance of its obligations hereunder.
Unless expressly authorized by the Trust, the Administrator shall have no
authority to act for or represent the Trust or the Trustee in any way and shall
not otherwise be deemed an agent of the Trust or the Trustee.

                                       17



         Section 7.07. Other Activities of Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an
administrator for any other Person or entity even though such Person or entity
may engage in business activities similar to those of the Trust, the Trustee or
Nissan-Infiniti LT.

         Section 7.08. Resignation and Removal of Administrator.

         (a)      The obligations of the Administrator pursuant to this Article
shall continue until the dissolution of the Trust, upon which event such
obligations will terminate.

         (b)      Subject to Section 7.08(d), (i) the Administrator may resign
its duties hereunder by providing the Trust with at least 60 days' prior written
notice and (ii) the Trust may remove the Administrator without cause at any
time.

         (c)      Subject to Section 7.08(d), at the sole option of the Trust,
the Administrator may be removed immediately upon written notice of termination
from the Trust to the Administrator if any of the following events shall occur:

                  (i)      the Administrator shall default in the performance of
         any of its duties under this Agreement and, after notice of such
         default, shall not cure such default within ten days (or, if such
         default cannot be cured in such time, shall not give within ten days
         such assurance of cure as shall be reasonably satisfactory to the
         Trust);

                  (ii)     a court having jurisdiction in the premises shall
         enter a decree or order for relief, and such decree or order shall not
         have been vacated within 60 days, in respect of the Administrator in
         any involuntary case under any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect or appoint a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official for the Administrator or any substantial part of its property
         or order the winding-up or liquidation of its affairs; or

                  (iii)    the Administrator shall commence a voluntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, shall consent to the entry of an order for relief
         in an involuntary case under any such law, shall consent to the
         appointment of a receiver, liquidator, assignee, trustee, custodian,
         sequestrator or similar official for the Administrator or any
         substantial part of its property, shall consent to the taking of
         possession by any such official of any substantial part of its
         property, shall make any general assignment for the benefit of
         creditors or shall fail generally to pay its debts as they become due.

         The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) above shall occur, it shall give written notice thereof to the
Trust and, if any Rated Securities are outstanding, each related Rating Agency,
within seven days after the happening of such event.

         (d)      No resignation or removal of the Administrator pursuant to
this Section shall be effective until (i) a successor Administrator shall have
been appointed by the Trust and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.

                                       18



         (e)      The appointment of any successor Administrator shall be
effective only after satisfaction of the Rating Agency Condition with respect to
the proposed appointment.

         (f)      Subject to Sections 7.08(d) and 7.08(e), the Administrator
acknowledges that upon the appointment of a successor Servicer pursuant to the
Servicing Agreement, the Administrator shall immediately resign and such
successor Servicer shall automatically become the Administrator under this
Agreement; provided however that this provision shall not apply at such times as
the Origination Trustee shall be the successor Servicer.

         Section 7.09. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Administrator and either the Trust or the Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

         Section 7.10. Action Upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to Section
8.01(b) or the resignation or removal of the Administrator pursuant to Section
7.08(b) or (c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon the termination
pursuant to Section 8.01(b) deliver to the Trust all property and documents of
or relating to the Trust Assets then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
7.08(b) or (c), the Administrator shall cooperate with the Trust and take all
reasonable steps requested to assist the Trust in making an orderly transfer of
the duties of the Administrator.

                                       19



                                  ARTICLE EIGHT

                           TERMINATION AND DISSOLUTION

         Section 8.01. Termination of Trust Agreement.

         (a)      The Trust shall continue in full force and effect until the
termination of Nissan-Infiniti LT in accordance with the Relevant Documents,
including the payment to each Holder, or its designee, of all amounts required
to be paid to it pursuant to the Origination Trust Agreement and the related
Certificates and the expiration or termination of all Nissan-Infiniti LT
Securitized Financings by their respective terms.

         (b)      Upon occurrence of the events described in Section 8.01(a) the
Trust shall dissolve and, after satisfaction of all obligations to creditors, if
any, of the Trust, the Trustee shall (i) distribute the Trust Assets to the
Beneficiary or its designee and (ii) file or cause to be filed a certificate of
cancellation with the Delaware Secretary of State pursuant to Section 3810(d) of
the Delaware Act. Upon the filing described in clause (ii), this Agreement shall
terminate, the Trust shall terminate and the Trustee shall be discharged from
all duties and obligations hereunder.

         (c)      The Beneficiary shall not be entitled to revoke or terminate
the Trust.

         Section 8.02. Bankruptcy of Beneficiary. The bankruptcy, liquidation or
dissolution of the Beneficiary shall not (i) operate to terminate or revoke this
Agreement or the Trust, (ii) entitle such Beneficiary's legal representatives or
heirs to claim an accounting or to take any Proceeding in any court for a
partition or winding up of all or any part of the Trust or Trust Assets or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto.

                                       20



                                  ARTICLE NINE

                        SUCCESSOR AND ADDITIONAL TRUSTEES

         Section 9.01. Eligibility Requirements for Trustee.

         (a)      Except as otherwise provided in this Agreement, the Trustee
shall at all times: (i) be a corporation organized under the laws of the United
States or any State (which corporation shall not be the Beneficiary or any
Affiliate thereof); (ii) be authorized to exercise corporate trust powers; (iii)
have a combined capital and surplus of at least $50,000,000 and be subject to
supervision or examination by federal or State authorities; and (iv) have (or
have a parent that has) a rating of at least Baa3 by Moody's (if Moody's is a
Rating Agency) and A-1 by Standard & Poor's (if Standard & Poor's is a Rating
Agency). If such corporation shall publish reports of condition at least
annually pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 9.02.

         (b)      In the event the Trustee complies with Section 9.01(a) but has
its principal place of business outside of the State of Delaware, then there
shall at all times be a co-trustee appointed to act as the Delaware Trustee
pursuant to Section 3807 of the Delaware Act. The Delaware Trustee shall serve
as such for the sole purpose of satisfying the requirement of Section 3807 of
the Delaware Act that the Trust have at least one trustee with a principal place
of business in Delaware. It is understood and agreed by the parties hereto that
the Delaware Trustee shall have none of the duties or liabilities of the
Trustee. The duties of the Delaware Trustee shall be limited to (i) accepting
legal process served on the Trust in the State of Delaware and (ii) the
execution of any certificates required to be filed with the Delaware Secretary
of State which the Delaware Trustee is required to execute under Section 3811 of
the Delaware Act. To the extent that, at law or in equity, the Delaware Trustee
has duties (including fiduciary duties) or liabilities relating thereto to the
Trust, it is hereby understood and agreed by the parties hereto that such duties
and liabilities are replaced by the duties and liabilities of the Delaware
Trustee expressly set forth in this Agreement.

         Section 9.02. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Administrator and the Beneficiary. Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee or the Beneficiary may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Administrator, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or

                                       21



a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Administrator may remove the Trustee. If the Administrator shall remove the
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the outgoing
Trustee so removed and one copy to the successor Trustee, and shall pay all fees
owed to the outgoing Trustee.

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to Section 9.03 and payment of all fees and expenses owed to the
outgoing Trustee. The Administrator shall provide notice of such resignation or
removal of the Trustee to each Rating Agency.

         Section 9.03. Successor Trustee. Any successor Trustee appointed
pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
the predecessor Trustee shall become effective, and such successor Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as Trustee. The predecessor
Trustee shall, upon payment of its fees and expenses, deliver to the successor
Trustee all documents and statements and monies held by it under this Agreement;
and the Administrator and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.

         No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall be
eligible pursuant to Section 9.01.

         If any Rated Securities are outstanding at the time a successor Trustee
accepts its appointment as such pursuant to this Section, the Administrator
shall mail notice thereof to each related Rating Agency. If the Administrator
shall fail to mail such notice within ten days after acceptance of such
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Administrator.

         The successor Trustee shall file an amendment to the Certificate of
Trust with the Delaware Secretary of State identifying the name and principal
place of business in the State of Delaware, if applicable, of such successor
Trustee.

         Section 9.04. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, without the execution
or filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, that such
corporation shall be eligible pursuant to

                                       22



Section 9.01 and, provided, further, that the Trustee shall mail notice of such
merger or consolidation to each Rating Agency.

         Section 9.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Assets may at the time be located, the Administrator and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Administrator and
Trustee to act as co-trustee, jointly with the Trustee, or as separate trustee
or separate trustees, of all or any part of the Trust Assets, and to vest in
such Person, in such capacity, such title to the Trust or any part thereof and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Trustee may consider
necessary or desirable. If the Administrator shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, the
Trustee alone shall have the power to make such appointment. With the exception
of the Delaware Trustee, no co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor Trustee
pursuant to Section 9.01, except that each such co-trustee or separate trustee
shall have (or have a parent that has) a rating of at least Baa3 by Moody's (if
Moody's is a Rating Agency) and A-1 by Standard & Poor's (if Standard & Poor's
is a Rating Agency), and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 9.03.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (a)      all rights, powers, duties and obligations conferred
         or imposed upon the Trustee shall be conferred upon and exercised or
         performed by the Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without the Trustee joining in such
         act), except to the extent that under any law of any jurisdiction in
         which any particular act or acts are to be performed, the Trustee shall
         be incompetent or unqualified to perform such act or acts, in which
         event such rights, powers, duties and obligations (including the
         holding of title to the Trust Assets or any portion thereof in any such
         jurisdiction) shall be exercised and performed singly by such separate
         trustee or co-trustee, but solely at the direction of the Trustee;

                  (b)      no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement; and

                  (c)      the Administrator and the Trustee acting jointly may
         at any time accept the resignation of or remove any separate trustee or
         co-trustee.

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided

                                       23



therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the
liability of or affording protection to, the Trustee. Each such instrument shall
be filed with the Trustee and a copy thereof given to the Administrator.

         Any separate trustee or co-trustee may at any time appoint the Trustee
as its agent or attorney-in-fact with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor co-trustee or separate trustee.

                                       24



                                   ARTICLE TEN

                                  MISCELLANEOUS

         Section 10.01. Amendments.

         (a)      This Agreement may be amended by the parties hereto to cure
any ambiguity, to correct or supplement any provisions in this Agreement or to
add any other provisions with respect to matters or questions arising under this
Agreement that shall not be inconsistent with the provisions of this Agreement;
provided, however, that (i) the parties hereto may not modify the purposes and
restrictions of the Trust set forth in Sections 2.03 and 2.07 or amend the
termination provisions set forth in Article Eight and (ii) any such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Holder.

         (b)      This Agreement may also be amended from time to time by the
parties hereto with the prior written consent of each Holder (which consent
shall be conclusive and binding on such Holder and all future Holders of any
Certificate) and subject to satisfaction of the Rating Agency Condition, for the
purpose of adding any provisions to or changing in any manner or eliminating any
provisions of this Agreement.

         (c)      Prior to the execution of any such amendment or consent, the
Trustee shall furnish written notification of the substance of such amendment or
consent, together with a copy thereof, to the Administrator, each Holder and, if
any Rated Securities are outstanding, each related Rating Agency.

         (d)      Promptly after the execution of any such amendment or consent,
the Trustee shall furnish written notification of the substance of such
amendment or consent to the Administrator, each Holder and, if any Rated
Securities are outstanding, each related Rating Agency. It shall not be
necessary for the consent of the Holders or any Rating Agency pursuant to this
Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents (and any other consents of Holders provided
for in this Agreement) and of evidencing the authorization of the execution
thereof by Holders shall be subject to such reasonable requirements as the
Trustee may prescribe.

         (e)      Promptly after the execution of any amendment to the
Certificate of Trust, the Trustee shall cause the filing of such amendment with
the Delaware Secretary of State.

         (f)      In connection with the execution of any amendment to this
Agreement or any other Trust Document to which the Trust is a party and for
which amendment the Trustee's consent is sought, the Trustee shall be entitled
to receive and conclusively rely upon an Opinion of Counsel to the effect that
such amendment is authorized or permitted by the Trust Documents and that all
conditions precedent in the Trust Documents for the execution and delivery
thereof by the Trust or the Trustee, as the case may be, have been satisfied.
The Trustee may, but shall not be obligated to, enter into any such amendment
that affects the Trustee's own rights, duties or immunities under this Agreement
or otherwise.

                                       25



         Section 10.02. No Legal Title to Trust Assets in Beneficiary. The
Beneficiary shall not have legal title to any part of the Trust Assets. The
Beneficiary shall be entitled to receive distributions with respect to its
undivided ownership interest therein only in accordance with Articles Three and
Eight. No transfer, by operation of law or otherwise, of any right, title or
interest of the Beneficiary to and in its ownership interest in the Trust Assets
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Assets.

         Section 10.03. Limitations on Rights of Others. Except for Section
2.09, the provisions of this Agreement are solely for the benefit of the Trustee
and the Beneficiary and to the extent expressly provided herein, the
Administrator and the Delaware Trustee, and nothing in this Agreement (other
than Section 2.09), whether express or implied, shall be construed to give to
any other Person any legal or equitable right, remedy or claim in the Trust
Assets or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

         Section 10.04. Notices. All demands, notices and communications under
this Agreement shall be in writing personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given upon
receipt in the case of (a) the Trustee, at 111 East Wacker Drive, Suite 3000,
Chicago, Illinois 60601; (b) the Beneficiary, at 990 West 190th Street,
Torrance, California 90502, Attention: Treasurer; (c) the Administrator, at 990
West 190th Street, Torrance California 90502, Attention: Treasurer; (d) the
Delaware Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N.
Market Street, Wilmington, Delaware 19890; (e) Standard & Poor's if Standard &
Poor's is a Rating Agency, at 25 Broadway, New York, New York 10004, Attention:
Asset Backed Surveillance Group; (f) Moody's if Moody's is a Rating Agency, at
99 Church Street, New York, New York 10007, Attention: ABS Monitoring
Department; (g) a Holder, at the address set forth in the Certificate Register
as provided in Section 3.05 of the Origination Trust Agreement; or (h) as to
each party, at such other address as shall be designated by such party in a
written notice to each other party. Delivery shall occur only upon actual
receipt or rejected tender of such communication by an officer of the recipient
entitled to receive such notices located at the address of such recipient for
notices hereunder.

         Section 10.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

         Section 10.06. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         Section 10.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
parties hereto and their respective successors and permitted assigns, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by the Beneficiary shall bind the successors and assigns of
the Beneficiary. Notwithstanding the foregoing, the Trustee may not assign or
delegate any of

                                       26



its rights or obligations under this Agreement, except as provided herein
without the consent of the Beneficiary.

         Section 10.08. No Petition.

         (a)      Each of the Beneficiary and the Administrator will not at any
time institute against the Trust any bankruptcy Proceedings under any United
States federal or State bankruptcy or similar law in connection with any
obligations relating to this Agreement or any Trust Document.

         (b)      Each of the Trustee and Delaware Trustee, by entering into
this Agreement, hereby covenants and agrees that they will not at any time
institute against the Beneficiary, the Administrator or the Trust, or join in
any institution against the Beneficiary, the Administrator or the Trust of, any
bankruptcy Proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to this Agreement or any
Trust Document; provided, however, that upon receipt of the written consent of
each Holder and, if any Rated Securities are outstanding, each related Rating
Agency, each of the Trustee and the Delaware Trust may file such a Proceeding
against the Trust.

         Section 10.09. No Recourse. The Beneficiary by entering into this
Agreement acknowledges that it holds a beneficial interest in the Trust only and
not interests in or obligations of the Beneficiary, the Administrator, the
Trustee, the Delaware Trustee or any of their respective Affiliates and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated in this Agreement or the other Trust
Documents.

         Section 10.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 10.11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

         Section 10.12. Integration. This Agreement represents the agreement of
the Beneficiary and the other parties hereto with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Beneficiary or the parties hereto relating to the subject matter hereof
not expressly set forth or referred to herein.

                                       27



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.

                                    NISSAN MOTOR ACCEPTANCE
                                    CORPORATION,
                                      as Grantor and Beneficiary

                                    By: /s/ Tomoaki Shimazu
                                        -------------------
                                        Name: Tomoaki Shimazu
                                        Title: Vice President, Finance and
                                               Corporate Planning

                                    NISSAN MOTOR ACCEPTANCE
                                    CORPORATION,
                                      as Administrator

                                    By: /s/ Tomoaki Shimazu
                                        -------------------
                                        Name: Tomoaki Shimazu
                                        Title: Vice President, Finance and
                                               Corporate Planning

                                    U.S. BANK TRUST NATIONAL ASSOCIATION,
                                      as Trustee

                                    By: /s/ Patricia M. Child
                                        ---------------------
                                        Name: Patricia M. Child
                                        Title: Vice President

                                    WILMINGTON TRUST COMPANY,
                                      as Delaware Trustee

                                    By: /s/ Charlotte Paglia
                                        --------------------
                                        Name: Charlotte Paglia
                                        Title: Financial Services Officer

                                       28



                                                                       EXHIBIT A

                                   DEFINITIONS

         "Administrator" means NMAC in its capacity as administrator of the
Trust pursuant to the Agreement.

         "Agreement" means the Amended and Restated Trust Agreement, as the same
may be amended, restated or supplemented from time to time.

         "Beneficiary" means NMAC, the holder of the undivided beneficial
interest in the Trust.

         "Capital Contribution" means any capital contribution to the Trust made
by the Beneficiary or any of its Affiliates.

         "Certificate of Trust" means the certificate of trust for the Trust,
substantially in the form of Exhibit B to the Agreement, filed for the Trust
with the office of the Delaware Secretary of State pursuant to Section 3810 of
the Delaware Act, as supplemented, amended or restated from time to time.

         "Commission" means the Securities and Exchange Commission, and its
successors.

         "Co-Trustee Agreement" means any instrument or agreement pursuant to
which the Trustee and the Beneficiary appoint a co-trustee pursuant to Section
9.05 of the Agreement.

         "Delaware Act" means the Delaware Business Trust Act, specifically, the
provisions of 12 Del. C. Section 3801 et seq., as amended.

         "Delaware Co-Trustee Agreement" means the Co-Trustee Agreement, dated
as of July 7, 1998, among the Grantor and Beneficiary, the Trustee and the
Delaware Trustee, as amended, restated or supplemented from time to time.

         "Delaware Secretary of State" means the Secretary of State of the State
of Delaware.

         "Delaware Trustee" means the trustee meeting the requirements of
Section 3807 of the Delaware Act and designated in the Certificate of Trust, and
its successors, in such capacity as set forth in the Certificate of Trust and
the Delaware Co-Trustee Agreement, and shall initially be Wilmington Trust
Company.

         "Eligible Institution" means a depository institution or trust company
that (i) is organized under the laws of the United States or any State and (ii)
has the Required Deposit Rating.

         "Excess Trust Funds" means, for purposes of the calculation set forth
in Section 3.04(c) of the Origination Trust Agreement at a time when the Trust
is the UTI Beneficiary, the amount on deposit in the Trust Accounts or otherwise
owned by the Trust which, combined with all other Trust Assets other than the
UTI Certificate (and any related SUBI Certificate, to the extent required by a
related Supplement), exceeds the lesser of (i) 5% of the net Capital
Contributions

                                       A-1



then made by the Trust, as UTI Beneficiary, to the UTI, and any SUBI to the
extent required by a related Supplement, and (ii) $100,000,000.

         "Expenses" has the meaning set forth in Section 6.02 of the Agreement.

         "Grantor" means NMAC, in its capacity as a grantor of the Trust.

         "Indemnified Parties" has the meaning set forth in Section 6.02 of the
Agreement.

         "Indenture Trustee" means the indenture trustee of any indenture
entered into by a Special Purpose Affiliate and a Nissan-Infiniti LT Securitized
Financing Trust in connection with a Nissan-Infiniti LT Securitized Financing.

         "IRS" means the Internal Revenue Service, and its successors.

         "Moody's" means Moody's Investors Service, Inc., and its successors.

         "Nissan-Infiniti LT" means Nissan-Infiniti LT, the Delaware business
trust, formed and continued by the Origination Trust Agreement.

         "Nissan-Infiniti LT Beneficiary" means Nissan-Infiniti LT, the
Beneficiary or any of their respective Affiliates.

         "Nissan-Infiniti LT Securitized Financing" means any (i) financing
transaction undertaken by or on behalf of a Nissan-Infiniti LT Beneficiary or a
Special Purpose Affiliate that is secured, directly or indirectly, by
Nissan-Infiniti Trust Assets or the UTI, a SUBI or any interest therein and any
financing undertaken in connection with the issuance, pledge or assignment of
the UTI or a SUBI and the related UTI Certificate or SUBI Certificate, as the
case may be, (ii) sale, lease or other transfer by a Nissan-Infiniti LT
Beneficiary or a Special Purpose Affiliate of an interest in the UTI or a SUBI
or (iii) other asset securitization, secured loan or similar transaction
involving Nissan-Infiniti Trust Assets or any beneficial interest therein or in
Nissan-Infiniti LT.

         "Nissan-Infiniti LT Securitized Financing Trust" means any trust formed
pursuant to a trust agreement entered into by a Special Purpose Affiliate in
connection with a Nissan-Infiniti LT Securitized Financing.

         "Nissan-Infiniti LT Trust Assets" means beneficial interests in "Trust
Assets," as such term is defined in the Origination Trust Agreement.

         "NMAC" means Nissan Motor Acceptance Corporation, a California
corporation, and its permitted successors and assigns.

         "Opinion of Counsel" means a written opinion of counsel who may be
counsel for the Beneficiary or any of its Affiliates (including, in each such
case, in-house counsel), which counsel, in the case of opinions delivered to the
Trustee, shall be reasonably satisfactory to the Trustee.

                                       A-2



         "Original Trust Agreement" has the meaning set forth in the Recitals.

         "Origination Trust Agreement" means that certain trust agreement, dated
as of July 7, 1998, among the Trust, NILT, Inc. and Wilmington Trust Company, as
amended and restated by the amended and restated trust agreement, dated as of
August 26, 1998, among the Trust, NMAC, NILT, Inc., Wilmington Trust Company and
U.S. Bank National Association, as such agreement may be amended, restated and
supplemented from time to time.

         "Origination Trust Documents" means the Origination Trust Agreement and
all agreements executed in connection therewith and with any Nissan-Infiniti LT
Securitized Financing.

         "Origination Trustee" means NILT, Inc., a Delaware corporation, and its
permitted successor and assigns, in its capacity as trustee of Nissan-Infiniti
LT.

         "Owner Trustee" means the trustee of any Nissan-Infiniti LT Securitized
Financing Trust.

         "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given ten Business Days (or such shorter period as
is acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall have notified the Beneficiary in writing that such action will not
result in a Ratings Effect.

         "Relevant Documents" means the Trust Documents and the Origination
Trust Documents.

         "Responsible Officer" means, when used with respect to the Trustee, the
corporate trust office of the Trustee, including any president, vice president,
assistant vice president, trust officer, secretary, assistant secretary or any
other officer thereof customarily performing functions similar to those
performed by the individuals who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of or familiarity with the particular subject.

         "Special Purpose Affiliate" means a special purpose entity that is an
Affiliate of a Nissan-Infiniti LT Beneficiary and was created for the purpose of
one or more Nissan-Infiniti LT Securitized Financings.

         "Standard & Poor's" means Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code; references herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" means NILT Trust, the Delaware business trust established by
the Agreement.

         "Trust Account" means any Trust Account established pursuant to Section
3.02 of the Agreement.

                                       A-3



         "Trust Assets" means: (i) cash; (ii) the UTI Certificate; (iii) all
such other assets as may be acquired by the Trust from time to time; and (iv)
all proceeds of the items described in clauses (i) through (iii).

         "Trust Documents" means the Agreement, any Co-Trustee Agreement and the
Certificate of Trust.

         "Trustee" means U.S. Bank Trust National Association, a national
banking association, not in its individual capacity but solely as trustee under
the Agreement, and any successor Trustee hereunder.

         "Trust Office" means the principal office of the Trust, which initially
shall be 990 West 190th Street, Torrance, California 90502.

         "UTI Beneficiary" means the Trust in its capacity as Holder of the UTI
Certificate pursuant to the Origination Trust Agreement.

         "UTI Certificate" means the Certificate evidencing the 100% beneficial
ownership interest in the undivided trust interest of Nissan-Infiniti LT.

                                       A-4



                                                                       EXHIBIT B

                       CERTIFICATE OF TRUST OF NILT TRUST

         This Certificate of Trust of NILT Trust (the "Trust"), is being duly
executed and filed by Wilmington Trust Company, a Delaware banking corporation,
as Delaware trustee, and U.S. Bank Trust National Association, a national
banking association, as managing trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. Code, Section 3801 et seq.) (the "Act").

         1.       Name. The name of the business trust formed hereby is NILT
Trust.

         2.       Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

         3.       Effective Date. This Certificate of Trust shall be effective
upon its filing with the Delaware Secretary of State of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a) of the Act.

                                    WILMINGTON TRUST COMPANY, as Trustee

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    U.S. BANK TRUST NATIONAL ASSOCIATION,
                                      as Trustee

                                    By: ________________________________________
                                        Name:
                                        Title:

                                       B-1



                                                                       EXHIBIT C

                                POWER OF ATTORNEY

STATE OF __________        ]
                           ]
COUNTY OF _________        ]

         KNOW ALL MEN BY THESE PRESENTS, that U.S. Bank Trust National
Association, a national banking association, not in its individual capacity but
solely as trustee (the "Trustee") for NILT Trust (the "Trust"), does hereby
make, constitute and appoint Nissan Motor Acceptance Corporation, a California
corporation ("NMAC"), as administrator under the trust agreement, dated as of
July 7, 1998, as amended and restated as of _______, 1999 (the "Trust
Agreement"), among NMAC, U.S. Bank Trust National Association and Wilmington
Trust Company as the same may be amended from time to time, and its agents and
attorneys, as Attorneys-in-Fact to execute on behalf of the Trustee or the Trust
any and all such documents, reports, filings, instruments, certificates and
opinions as it should be the duty of the Trustee or the Trust to prepare, file
or deliver pursuant to the Trust Documents, or pursuant to Section 4.01 of the
Trust Agreement, including, without limitation, to appear for and represent the
Trustee and the Trust in connection with the preparation, filing and audit of
federal, State and local tax returns pertaining to the Trust, if any, and with
full power to perform any and all acts associated with such returns and audits,
if any, that the Trustee could perform, including without limitation, the right
to distribute and receive confidential information, defend and assert positions
in response to audits, initiate and defend litigation, and to execute waivers of
restrictions on assessments of deficiencies, consents to the extension of any
statutory or regulatory time limit, and settlements.

         All powers of attorney for this purpose heretofore filed or executed by
the Trustee are hereby revoked.

         Capitalized terms that are used and not otherwise defined herein shall
have the meanings ascribed thereto in the Trust Agreement.

         EXECUTED this ___ day of _____________, 1999.

                                    U.S. BANK TRUST NATIONAL ASSOCIATION,
                                      not in its individual capacity but solely
                                      as Trustee

                                    ________________________________________
                                    Name:
                                    Title:

                                       C-1

EX-4.10

EXHIBIT 4.10

FORM OF TRUST ADMINISTRATION AGREEMENT

NISSAN AUTO LEASE TRUST 200[ ]-[ ],

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 [                    ]

TABLE OF CONTENTS

		Page
Section 1.01	Capitalized Terms; Interpretive Provisions		1
Section 1.02	Duties of the Administrative Agent		1
Section 1.03	Records		6
Section 1.04	Compensation		6
Section 1.05	Additional Information to be Furnished to the Trust		6
Section 1.06	Independence of the Administrative Agent		6
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		7
Section 1.10	Action Upon Termination, Resignation or Removal		8
Section 1.11	Notices		8
Section 1.12	Amendments		9
Section 1.13	Successors and Assigns		9
Section 1.14	Governing Law		9
Section 1.15	Headings		10
Section 1.16	Counterparts		10
Section 1.17	Severability		10
Section 1.18	Limitation of Liability of Owner Trustee and Indenture Trustee		10
Section 1.19	Third-Party Beneficiary		10
Section 1.20	No Petition		10

-i-

FORM OF TRUST ADMINISTRATION AGREEMENT

     This Trust Administration Agreement, dated as of [               ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Auto Lease Trust 200[ ]-[ ], a Delaware statutory trust (the “Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as 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 Trust was formed pursuant to a trust agreement, dated as of [ ], as amended and restated by the amended and restated trust agreement dated as of [ ] (the “Trust Agreement”), between the Depositor and [Wilmington Trust Company], as trustee (the “Owner Trustee”); and

     WHEREAS, the parties desire to enter into this agreement to provide for, among other things, the Administrative Agent’s provision of certain services to the Trust and the Owner Trustee.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.01 Capitalized Terms; Interpretive Provisions.

     (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [   ], by and among the Trust, as issuer (the “Issuer”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NMAC, in its individual capacity, as Administrative Agent and as servicer (in such capacity, the “Servicer”), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), [Wilmington Trust Company], as Owner Trustee and Delaware trustee (in such capacity, the “Delaware Trustee”) and [U.S. Bank], as Indenture Trustee and trust agent (in such capacity, the “Trust Agent”).

     (b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) the term “include” and all variations thereof shall mean “include without limitation” and (iv) the term “or” shall include “and/or”.

Section 1.02 Duties of the Administrative Agent.

Trust Administration Agreement

1

     (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Trust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the 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 Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):

          (i) the 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);

          (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 Trust’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);

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          (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual 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 Trust 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 200[ ]-[ ] 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 Issuer’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 Issuer’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 Trust from its obligations under the Indenture (Section 4.01);

          (xvi) the monitoring of the Trust’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);

          (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);

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          (xxii) the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06);

          (xxiii) the preparation of Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.01 and 9.02);

          (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 or to cause the Indenture Trustee to provide such notification (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 Trust 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) the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and

          (xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).

     (b) The Administrative Agent shall:

          (i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and

          (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith.

     (c) In addition to the duties set forth 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 Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to

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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 Trust’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

     (e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.

     (f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.

     (g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Schedule A to the 200[ ]-[ ] Servicing Supplement in accordance with the terms and conditions thereof.

     (h) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be, in the Administrative Agent’s opinion, no less favorable to the Trust than would be available from unaffiliated parties.

     (i) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

          (i) amendment of or any supplement to the Indenture;

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          (ii) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust (other than in connection with the collection of the Leases);

          (iii) the amendment, change or modification of the Related Documents;

          (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture;

          (v) the removal of the Indenture Trustee; and

          (vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate [Cap][Swap] Agreement and the notification of the Interest Rate [Cap Provider] [SwapCounterparty] of any proposed amendment or supplement to any of the Basic Documents.

     Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.

          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 Trust and the Depositor at any time during normal business hours.

          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 Trust. The Administrative Agent shall furnish to the Trust from time to time such additional information regarding the Collateral as the Trust shall reasonably request.

          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 Trust or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Trust, the Administrative Agent shall have no authority to act for or represent the Trust or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Trust or the Owner Trustee.

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          Section 1.07 No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrative Agent and either of the Trust or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

          Section 1.08 Other Activities of Administrative Agent. Nothing herein shall prevent the Administrative Agent or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrative Agent for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Trust, 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 Trust, 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 Trust with at least [60] days’ prior written notice.

     (b) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, the Trust may remove the Administrative Agent without cause by providing the Administrative Agent with at least [60] days’ prior written notice.

     (c) Subject to Sections 1.09(d) and 1.09(e) of this Agreement, at the sole option of the Trust, the Administrative Agent may be removed immediately upon written notice of termination from the Trust to the Administrative Agent if any of the following events shall occur:

          (i) the Administrative Agent shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Trust);

          (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Administrative Agent in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Administrative Agent and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or

          (iii) the commencement by the Administrative Agent of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrative Agent to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrative Agent or of any substantial

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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 Trust and the Indenture Trustee within [seven] days after the occurrence of such event.

     (d) No resignation or removal of the Administrative Agent pursuant to this Section shall be effective until (i) a successor Administrative Agent shall have been appointed by the Trust and (ii) such successor Administrative Agent shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrative Agent is bound hereunder.

     (e) The appointment of any successor Administrative Agent shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

     (f) Subject to Sections 1.09(d) and 1.09(e), the Administrative Agent acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrative Agent shall immediately resign and such successor Servicer shall automatically become the Administrative Agent under this Agreement; provided, however, that this paragraph shall not apply at such times as the Titling Trustee shall be the successor Servicer.

          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 Trust all property and documents representing or relating to the Collateral then in the custody of the Administrative Agent. In the event of the resignation or removal of the Administrative Agent pursuant to Section 1.09(a), (b) or (c), respectively, the Administrative Agent shall cooperate with the Trust and take all reasonable steps requested to assist the Trust in making an orderly transfer of the duties of the Administrative Agent.

          Section 1.11 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Trust or the Administrative Agent, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Owner Trustee, at [Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration]; (iii) if to the Indenture Trustee, at [U.S. Bank National Association, 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604 (telecopier no. (312) 325-8905)]; (iv) if to Moody’s, to Moody’s Investors Service, 99 Church Street, New York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor’s, to Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55

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Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Surveillance Group; 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 upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

          Section 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 or Trust Certificateholder. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and the holders of Notes evidencing at least a majority of the Outstanding Amount and the holders of Trust Certificates evidencing at least a majority of the Certificate Balance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Securityholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 200[ ]-[ ] 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 (provided, that if the Depositor and its Affiliates do not hold all of the Trust Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes of this provision). 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 Trust and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrative Agent is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrative Agent without the consent of the Trust or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrative Agent; provided, that such successor organization executes and delivers to the Trust, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrative Agent is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

          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

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     conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York).

          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 Company] in its capacity as Owner Trustee of the Trust and in no event shall [Wilmington Trust Company] in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.

     (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [U.S. Bank] as Indenture Trustee and in no event shall [U.S. Bank] have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Trust.

          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 Trustee, the Titling Trust, the Issuer, 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]

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     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 200[ ]-[ ], as Trust
By: [WILMINGTON TRUST COMPANY],
not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
NISSAN AUTO LEASING LLC II, as Depositor
By:
	Name: Kazuhiko Kazama
	Title: Treasurer
[U.S. BANK NATIONAL ASSOCIATION], as Indenture Trustee
By:
Name:
Title:
NISSAN MOTOR ACCEPTANCE CORPORATION, as
Administrative Agent
By:
	Name: Steven R. Lambert
	Title: President

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EX-4.11

EXHIBIT 4.11

FORM OF BACK-UP SECURITY AGREEMENT

NISSAN MOTOR ACCEPTANCE CORPORATION,

NISSAN-INFINITI LT,

NILT TRUST,

NISSAN AUTO LEASING LLC II,

NISSAN AUTO LEASE TRUST 200[ ]-[ ],

and

[U.S. BANK NATIONAL ASSOCIATION],
as Indenture Trustee

BACK-UP SECURITY AGREEMENT

Dated as of [                         ]

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS		2
1.01	Definitions		2
1.02	Interpretive Provisions		2
ARTICLE II.	SECURITY INTEREST		3
2.01	Grant of Security Interest		3
2.02	Certificate of Title		3
2.03	Filing of Financing Statements		3
2.04	Use of Collateral		3
2.05	Further Description of the Collateral		4
2.06	Back-Up Rights of Indenture Trustee		4
ARTICLE III.	MISCELLANEOUS		4
3.01	Amendments		4
3.02	Governing Law		5
3.03	Severability of Provisions		5
3.04	Counterparts		5
3.05	Successors and Assigns		5
3.06	Further Assurances		5
3.07	Limitation of Liability of Owner Trustee		6
3.08	Notices		6
3.09	No Petition		6

-i-

BACK-UP SECURITY AGREEMENT

     This Back-Up Security Agreement, dated as of [                      ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust (“NILT Trust”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), Nissan Auto Lease Trust 200[ ]-[ ], a Delaware statutory trust (the “Trust”), and [U.S. Bank National Association] (“[U.S. Bank]”), as trustee (the “Indenture Trustee”) under the Indenture, dated as of [ ] (the “Indenture”), between the Trust and the Indenture Trustee.

RECITALS

     WHEREAS, NILT Trust, as Grantor and UTI Beneficiary, NMAC, as Servicer, [Wilmington Trust Company], as Delaware Trustee, NILT, Inc., as Trustee, and [U.S. Bank], as Trust Agent, have entered into an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

     WHEREAS, the parties to the Titling Trust Agreement supplemented the Titling Trust Agreement with the 200[ ]-[ ] SUBI Supplement, dated as of [                      ] (together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to establish a special unit of beneficial interest, the “200[ ]-[ ] SUBI” (“200[ ]-[ ] SUBI”);

     WHEREAS, in connection with the SUBI Trust Agreement a separate portfolio of leases (the “200[ ]-[ ] Leases”), the vehicles that are leased under the 200[ ]-[ ] Leases (the “200[ ]-[ ] Vehicles”), and certain other related Trust Assets have been allocated to the 200[ ]-[ ] SUBI;

     WHEREAS, the Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 200[ ]-[ ] SUBI (the “200[ ]-[ ] SUBI Certificate”) to NILT Trust;

     WHEREAS, the Trust was formed pursuant to a trust agreement, dated as of [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ] (the “Trust Agreement”), each between NALL II and [Wilmington Trust Company], as Owner Trustee;

     WHEREAS, pursuant to the SUBI Certificate Transfer Agreement, dated as of [ ] (the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II, NILT Trust has sold, transferred and assigned to NALL II, without recourse, all of NILT Trust’s right, title and interest in the 200[ ]-[ ] SUBI Certificate;

     WHEREAS, pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of [ ] (the “Trust SUBI Certificate Transfer Agreement”), between NALL II, as depositor (the “Depositor”) and the Trust, as transferee, the Depositor has sold, transferred and assigned to the

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Trust, without recourse, all of the Depositor’s right, title and interest in the 200[ ]-[ ] SUBI Certificate;

     WHEREAS, pursuant to the Indenture, the Trust has pledged and granted a security interest in the 200[ ]-[ ] SUBI Certificate to the Indenture Trustee to secure payment of the Notes;

     WHEREAS, the parties hereto desire to enter into this Agreement to provide that if, for any reason, the form of any of the transactions contemplated by the SUBI Trust Agreement, the 200[ ]-[ ] SUBI Certificate, the Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement or the Indenture (collectively, the “Transfer Documents”) is deemed to constitute a loan by any or all of the Securityholders, secured by a pledge of the 200[ ]-[ ] SUBI Assets or any interest therein (rather than by the 200[ ]-[ ] SUBI Certificate), each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Trust shall be deemed to have granted to the Indenture Trustee a first priority security interest in such assets to secure the Notes.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

     1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [ ], by and among the Trust, as issuer (the “Issuer”), NILT Trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), the Titling Trust, NMAC, in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Trustee”), [Wilmington Trust Company], a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank], as Indenture Trustee and trust agent (in such capacity, the “Trust Agent”).

     1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation”, (v) the term “or” shall include “and/or” and (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC.

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ARTICLE II.

SECURITY INTEREST

     2.01 Grant of Security Interest.

          (a) Each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Trust hereby grants to the Indenture Trustee a security interest in all of its present and future right, title and interest in, to and under (but not, except to the extent required by law, any obligations with respect to) the following collateral: (i) a 100% beneficial interest in (A) all rights under the 200[ ]-[ ] Leases; (B) to the extent permitted by applicable law, the 200[ ]-[ ] Vehicles; (C) all other 200[ ]-[ ] SUBI Assets, including the 200[ ]-[ ] SUBI Collection Account; and (D) all proceeds of the items described in clauses (i) (A), (B) and (C), including insurance payable by reason of loss or damage to the 200[ ]-[ ] Vehicles to the extent not applied to making repairs to the related 200[ ]-[ ] Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices; (ii) the Reserve Account; (iii) all rights and benefits under the Interest Rate [Cap][Swap] Agreement; and (iv) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property or other property consisting of, arising from or related to the foregoing (collectively, the “Collateral”). Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, (ii) the payment of all other sums payable under the Indenture and (iii) compliance with the provisions of the Indenture.

          (b) The Indenture Trustee acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. The Indenture Trustee also acknowledges that it shall have no claim to any proceeds or assets of the Titling Trust or to any of the Trust Assets other than the 200[ ]-[ ] SUBI Assets and any present or future proceeds thereof.

     2.02 Certificate of Title. None of the parties hereto, including the Titling Trust, shall have any obligation or otherwise be required to make notation on, or cause to be taken any other action with respect to, any Certificate of Title for any 200[ ]-[ ] Vehicle to reflect the back-up Lien created hereby.

     2.03 Filing of Financing Statements. Each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Trust will from time to time execute, deliver and file all financing statements and continuation statements reasonably required or necessary to maintain, perfect or continue the perfection of the backup Lien created hereby with respect to the 200[ ]-[ ] Leases and the proceeds thereof and any other Collateral, the perfection of a security interest in which may be accomplished and continued by the same filings.

     2.04 Use of Collateral. Each of the parties granting a security interest hereunder may continue to use and deal with its interest in the Collateral in any lawful manner and may sell

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items of Collateral in the ordinary course of its business, subject only to the requirements of the Transfer Documents and the Servicing Agreement, as appropriate.

     2.05 Further Description of the Collateral. A description of the 200[ ]-[ ] Leases and the 200[ ]-[ ] Vehicles appears on the Schedule of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles.

     2.06 Back-Up Rights of Indenture Trustee. If a Back-Up Event shall have occurred and be continuing, the Indenture Trustee may exercise the rights and remedies with respect to the Collateral of a secured party under the UCC to the extent permitted by applicable law. Notwithstanding any other provision hereof, the Indenture Trustee shall have recourse only against the Collateral and not against any Pledgor hereunder (excluding responsibilities of NMAC solely as Servicer).

ARTICLE III.

MISCELLANEOUS

     3.01 Amendments.

     (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 Servicer or 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 Certificateholders, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the 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 Certificateholders 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.

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     (d) Notwithstanding anything herein to the contrary, any term or provision of this Agreement may be amended by the Servicer or 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 the Officer’s Certificate described in Section 3.01(b)(i)(B) is delivered to the Indenture Trustee.

     (e) Not less than [15] days prior to the execution of any amendment to this Agreement, 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, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholders, the Indenture Trustee and the Owner Trustee.

     (f) None of [U.S. Bank National Association], 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 the Indenture Trustee and [U.S. Bank National Association] an Officer’s Certificate to that effect, and [U.S. Bank National Association] 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.

     3.02 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York).

     3.03 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

     3.04 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

     3.05 Successors and Assigns. All covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

     3.06 Further Assurances. Each party will perform such acts and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in

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order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

     3.07 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by [Wilmington Trust Company] not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall [Wilmington Trust Company] in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement.

     3.08 Notices. All notices, requests and demands under this Agreement shall be given in accordance with Section 11.04 of the Indenture. The address for such purpose of the Titling Trust shall be c/o NILT, Inc., as Trustee, 209 South LaSalle Street, Suite 300, Chicago IL 60604 (telecopier no. (312) 325-8905), Attention: Nissan Auto Lease Trust 200[ ]-[ ].

     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 Trustee, the Titling Trust, the Issuer, 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 Pages to Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereto duly authorized, as of the day and year first above written.

NISSAN MOTOR ACCEPTANCE CORPORATION
By:
	Name: Steven R. Lambert
	Title: President
NISSAN-INFINITI LT
By:	NILT, INC., as Titling Trustee
By:
	Name:
	Title:
NILT TRUST
By:	[U.S. BANK NATIONAL ASSOCIATION], as Managing Trustee
By:
	Name:
	Title:
NISSAN AUTO LEASING LLC II
By:
	Name: Kazuhiko Kazama
	Title: Treasurer

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NISSAN AUTO LEASE TRUST 200[ ]-[ ]
By:	[Wilmington Trust Company],
	not in its individual capacity, but
	solely as Owner Trustee
By:
	Name:
	Title:
[U.S. BANK NATIONAL ASSOCIATION],
as Indenture Trustee
By:
	Name:
	Title:

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S-2

EX-4.12

EXHIBIT 4.12

(Multicurrency—Cross Border)

ISDA^®

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of                                         

[Swap Counterparty] and Nissan Auto Lease Trust 200[_]-[_] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary

Copyright Ó 1992 by International Swap Dealers Association, Inc.

for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:

(1) promptly notify the other party (“Y”) of such requirement;

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(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability. If:

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount

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to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:

(a) Basic Representations.

(i) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

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(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorizations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it

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with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organized, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

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(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:

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(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified

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pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets, to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the

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resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

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If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any,

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contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid

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Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the

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relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant

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to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

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(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organization of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

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(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

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Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

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(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organized, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

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“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be

ISDA^® 1992

20

excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organized, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

ISDA^® 1992

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“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

ISDA^® 1992

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“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

ISDA^® 1992

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IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

  (Name of Party)   (Name of Party)

By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

ISDA^® 1992

24

SCHEDULE
to the
Master Agreement

dated as of [            ]

between

                                        [Bank]                    and          Nissan Auto Lease Trust 200[_]-[_]
(“[Bank]”)                                             (the “Counterparty”)

Part 1

Termination Provisions

In this Agreement:-

(1)	“Specified Entity” shall not apply.
(2)	The “Breach of Agreement” provisions of Section 5(a)(ii) will apply to [Bank] and will not apply to the Counterparty.
(3)	The “Credit Support Default” provisions of Section 5(a)(iii) will apply to [Bank] and will not apply to the Counterparty.
(4)	The “Misrepresentation” provisions of Section 5(a)(iv) will apply to [Bank] and will not apply to the Counterparty.
(5)	The “Default Under Specified Transaction” provisions of Section 5(a)(v) will not apply to [Bank] and will not apply to the Counterparty.
(6)	The “Cross Default” provisions of Section 5(a)(vi) will not apply to the Counterparty. The “Cross Default” provisions of Section 5(a)(vi) will apply to [Bank] and for such purpose:

(a)	“Specified Indebtedness” will have the meaning specified in Section 14, except that such term shall not include obligations in respect of deposits received in the ordinary course of such party’s banking business.
(b)	“Threshold Amount” means, with respect to [Bank], an amount equal to three percent of the shareholders’ equity of [Bank].

(7) The “Merger Without Assumption” provisions of Section 5(a)(viii) will apply to [Bank] and will not apply to the Counterparty.

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(8)	The “Tax Event” provisions of Section 5(b)(ii) will apply to [Bank] and will not apply to the Counterparty; provided, however, that, as they apply to [Bank], the provisions of Section 5(b)(ii) shall be amended by adding the words “or be required to pay an excise tax pursuant to Section 4371 of the US federal income tax code of 1986, as amended,” immediately prior to the second word “or” in the seventh line of that section.
(9)	The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply to [Bank] and will not apply to the Counterparty.
(10)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to [Bank] and will not apply to the Counterparty.
(11)	The “Additional Termination Event” provisions of Section 5(b)(v) will apply as set forth in Part 1 (15) hereof.
(12)	The “Automatic Early Termination” provisions of Section 6(a) will not apply to [Bank] and will not apply to the Counterparty.
(13)	“Termination Currency” means United States Dollars.
(14)	For purposes of computing amounts payable on early termination:

(a)	Market Quotation will apply to this Agreement; and
(b)	The Second Method will apply to this Agreement.

(15) The occurrence of each of the following events shall constitute an “Additional Termination Event” for purposes of Section 5(b)(v):

(a) either (1) the Notes are accelerated following an Indenture Default (as defined in Section 5.01 of the Indenture) and such acceleration has not been waived pursuant to Section 5.02 or Section 5.12 of the Indenture, or (2) the Trust Estate is liquidated pursuant to Section 5.04(a)(iv) of the Indenture (either such event, a “Liquidation Event”). Upon the occurrence of a Liquidation Event [Bank] may, provided such Additional Termination Event is continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of the Transaction that is subject to this Agreement. If an event or circumstance which would constitute an Event of Default by [Bank] under this Agreement gives rise to an Indenture Default under the Indenture, it will be treated as an Event of Default by [Bank] and not as an Additional Termination Event. If this Additional Termination Event occurs, the Counterparty shall be the sole Affected Party; or

(b) without the consent of [Bank] (which consent shall not be unreasonable denied), the Indenture is amended or supplemented in any manner which would adversely affect any of [Bank]’s rights or obligations under this Agreement. If this Additional Termination Event occurs, the Counterparty shall be the sole Affected Party; or

(c) the occurrence of an Additional Termination Event as forth in Part 5 (10) hereof. If this Additional Termination Event occurs, [Bank] shall be the sole Affected Party and all Transactions then outstanding between the parties shall be Affected Transactions; or

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(d) the failure by the Counterparty to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Approved Credit Support Document if such failure is continuing after any applicable grace period has elapsed. If this Additional Termination Event occurs, the Counterparty shall be the sole Affected Party and all Transactions then outstanding between the parties shall be Affected Transactions.

Part 2

Tax Representations

(1)	Payer Tax Representation:
	For the purpose of Section 3(e) of this Agreement, [Bank] and Counterparty each make the following representation:
	It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:

(i)	the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;
(ii)	the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(iii)	the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

(2)	Payee Tax Representation:
	For the purpose of Section 3(f), [Bank] and Counterparty each represent, respectively, that it is a United States Person for U.S. federal income tax purposes and either (a) is a financial institution or (b) is not acting as an agent for a person that is not a United States Person for U.S. federal income tax purposes

Part 3

Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:

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(1)	For the purpose of Sections 4(a)(i) and (ii) of this Agreement, Counterparty agrees to deliver a complete and accurate United States Internal Revenue Service Form W-9 (or any applicable successor form), in a manner reasonably satisfactory to [Bank], (I) upon execution of this Agreement; (II) promptly upon reasonable demand of [Bank], and (III) promptly upon learning that any such form previously filed by Counterparty has become obsolete or incorrect.
(2)	[Bank] will, on demand, deliver a certificate (or, if available, the current authorized signature book of [Bank]) specifying the names, title and specimen signatures of the persons authorized to execute this Agreement and each Confirmation on its behalf.
(3)	The Counterparty will, on demand, deliver a certificate (or, if available, the current authorized signature book of the Counterparty) specifying the names, title and specimen signatures of the persons authorized to execute this Agreement and each Confirmation on its behalf.
(4)	The Counterparty will, upon execution of this Agreement, deliver a conformed copy of the Indenture.
(5)	Each party will, upon execution of this Agreement, deliver a legal opinion of counsel in form and substance satisfactory to the other party regarding this Agreement and any other matters as such other party may reasonably request.
(6)	The Counterparty shall supply (and/or shall instruct the Trustee to supply) [Bank] with copies of all accountings and reports required to be supplied to an entity that is a Noteholder (as defined in the Indenture). Copies of such accountings and/or reports shall be delivered to [Bank] at the following address:

[Bank]

Each of the foregoing documents (other than the legal opinions described in (5) above) is covered by the representation contained in Section 3(d) of this Agreement.

Part 4

Miscellaneous

(1)	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine.
(2)	Notices.

(a)	In connection with Section 12(a), all notices to [Bank] shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address or telex number specified below:
	[Bank]
(b)	In connection with Section 12(a), all notices to the Counterparty shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number

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specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address or telex number specified below:

Nissan Auto Lease Trust 200[_]-[_]
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Facsimile No.: 302-651-8882
Attn: Corporate Trust Administration

with a copy to the Administrative Agent (as defined in the Indenture) at:

Nissan Motor Acceptance Corporation, as Administrative Agent
990 West 190^th Street
Torrance, CA 90502
Facsimile No.: 310-324-2542
Attn: Treasurer

with a copy to the Indenture Trustee (as defined in the Indenture) at:

[U.S. Bank National Association], as Indenture Trustee
Wrigley Building
[400 N. Michigan Ave., 2^nd Floor]
[Chicago, IL 60611]
[Facsimile No.: 312-836-6701]
Attn: Nissan Auto Lease Trust 200[_]-[_]

(3)	Netting of Payments. Section 2(c)(ii) of this Agreement will apply, with the effect that payment netting will not take place with respect to amounts due and owing in respect of more than one Transaction.
(4)	Offices; Multibranch Party. For purposes of Section 10:

(a)	Section 10(a) will apply; and
(b)	For the purpose of Section 10(c):
(i)	[Bank] is a Multibranch Party and may act through its London and New York Offices.
(ii)	The Counterparty is not a Multibranch Party.

(5)	Credit Support Documents.
	With respect to [Bank], if applicable, any Third Party Credit Support Document delivered by [Bank] shall constitute a Credit Support Document.
	With respect to [Bank] and the Counterparty, if applicable, any Approved Credit Support Document shall constitute a Credit Support Document.

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(6)	Credit Support Provider.
	With respect to [Bank], the party guaranteeing [Bank]’s obligations pursuant to a Third Party Credit Support Document, if any, shall be a Credit Support Provider.
(7)	Process Agents. The Counterparty appoints as its Process Agent for the purpose of Section 13(c): Not applicable

Part 5

Other Provisions

(1)	ISDA Definitions. Reference is hereby made to the 2000 ISDA Definitions (the “ISDA Definitions”) each as published by the International Swaps and Derivatives Association, Inc., which are hereby incorporated by reference herein. Any terms used and not otherwise defined herein which are contained in the ISDA Definitions shall have the meaning set forth therein.
(2)	Transactions. The only Transaction that may be entered into pursuant to this Agreement is the Transaction being executed on the date hereof pursuant to which the Counterparty is the buyer of an interest rate cap and has satisfied all its payment obligations under Section 2(a)(i) of this Agreement, and shall at the time have no future payment obligations, whether absolute or contingent, under such Section.
(3)	Inconsistency. In the event of any inconsistency between any of the following documents, the relevant document first listed below shall govern: (i) a Confirmation; (ii) the Schedule; (iii) the ISDA Definitions; and (iv) the printed form of ISDA Master Agreement.
(4)	Calculation Agent. The Calculation Agent will be [Bank].
(5)	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement or any Credit Support Document. Each party (i) certifies that no representative, agent or attorney of the other party or any Credit Support Provider has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Agreement and provide for any Credit Support Document, as applicable, by, among other things, the mutual waivers and certifications in this Section.
(6)	Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable (in whole or in part) in any respect, the remaining terms, provisions, covenants and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties to this Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 (or any definition or provision in Section 14 to the extent it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

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(7)	No Gross-up for Counterparty. Section 2(d) of the Agreement shall not apply with respect to the Counterparty so that the Counterparty shall not be obligated to gross up pursuant thereto.
(8)	[Bank] Acknowledgment. Notwithstanding anything to the contrary in this Agreement, [Bank] hereby
(a)	acknowledges and agrees that the Counterparty has assigned all of its right, title and interest in, to and under this Agreement to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture and that in the event of an Indenture Default (as defined in the Indenture) the Indenture Trustee shall be entitled to exercise all rights and remedies of a secured party with respect to this Agreement; and
(b)	agrees that, unless notified in writing by the Indenture Trustee of other payment instructions, any and all amounts payable by [Bank] to the Counterparty shall be paid to the Indenture Trustee.
(9)	No Petition; Limited Recourse. [Bank] hereby agrees that it shall not institute against, or join any other Person in instituting against the Counterparty any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state or other bankruptcy or similar laws. Notwithstanding the foregoing, nothing herein shall prevent [Bank] from participating in any such proceeding once commenced.
	[Bank] hereby acknowledges and agrees that the Counterparty’s obligations hereunder will be solely the limited recourse obligations of the Counterparty, and that [Bank] will not have any recourse to any of the directors, officers, employees, shareholders or affiliates of the Counterparty with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Notwithstanding any other provisions hereof, recourse in respect of any obligations of the Counterparty to [Bank] hereunder or thereunder will be limited to the Collateral (as defined in the Indenture) and on the exhaustion thereof all claims against the Counterparty arising from this Confirmation or any other transactions contemplated hereby or thereby shall be extinguished.
(10)	Ratings Downgrade Provisions. Unless written notification to the contrary has been received from the Rating Agencies, following the occurrence of a Ratings Event, the parties shall comply with the following provisions, as applicable.

I. If a Ratings Event shall occur and be continuing with respect to [Bank], then [Bank] shall, within 5 Local Business Days of the occurrence of such Ratings Event, give notice of the occurrence of such Ratings Event to Counterparty. Following such notice, [Bank] may either

(A) at its sole option and expense, provide, or cause to be provided, a Third Party Credit Support Document to Counterparty; or

(B) at its sole option and expense, use reasonable efforts to transfer [Bank]’s rights and obligations under the Agreement and all Confirmations to another party; or

Each of I(A) and I(B) above shall be subject to satisfaction of the Rating Agency Condition.

If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event, [Bank] has provided a Third Party Credit Support Document as provided in I(A) above and the Rating Agency Condition has been satisfied, then, for so long as such Third Party Credit Support

31

Document is in effect and the Rating Agency Condition continues to be satisfied, [Bank] shall have no further obligations in respect of this Part 5(10)(I).

If,

(i) on or prior to the date that is 30 calendar days after the occurrence of a Ratings Event, [Bank] has not provided a Third Party Credit Support Document as provided in I(A) above or transferred its rights and obligations as provided in I(B) above, or

(ii) [Bank] has provided a Third Party Credit Support Document as provided in I(A) above but such Third Party Credit Support Document has ceased to be in effect and/or the Rating Agency Condition is no longer satisfied,

then, on the first Local Business Day following the date that is 30 calendar days after the occurrence of the Ratings Event (in respect of (i) above) or on the first Local Business Day following the date on which the Third Party Credit Support Document referred to in (ii) above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, [Bank] shall deliver Eligible Collateral to Counterparty in accordance with the terms of an Approved Credit Support Document. Notwithstanding the foregoing, [Bank]’s obligations under this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document shall remain in effect only for so long as a Ratings Event is continuing with respect to [Bank].

The failure by [Bank] to comply with the provisions hereof shall constitute an Additional Termination Event, with [Bank] as the sole Affected Party and all Transactions then outstanding between the parties as Affected Transactions.

II. As used herein:

“Approved Credit Support Document” means a security agreement in the form of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York Law Only), as modified by the Paragraph 13 thereto, which Paragraph 13 will be in the form of Annex A to this Agreement;

“Fitch” means Fitch, Inc. or any successor thereto.

“Indenture” means the Indenture, dated as of [               ] between the Counterparty and U.S. Bank National Association, as Indenture Trustee;

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto;

“Rating Agencies” means S&P, Moody’s and Fitch;

“Rating Agency Condition” has the meaning specified in the Indenture;

“Ratings Event” shall occur with respect to [Bank] (to the extent that [Bank]’s relevant obligations are rated by Moody’s, S&P or Fitch) if (a) [Bank]’s long-term senior unsecured debt rating is lower than A1 by Moody’s or lower than [ ] by S&P or lower than [ ] by Fitch or (b) [Bank]’s short-term debt rating is lower than [ ] by Moody’s or lower than [ ] by S&P or lower than [ ] by Fitch or (c) any of the Rating Agency ratings set forth in (a) or (b) above is suspended or withdrawn;

“S&P” means by Standard & Poor’s Ratings Service or any successor thereto; and

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“Third Party Credit Support Document” means any agreement or instrument (including any guarantee, insurance policy, security agreement or pledge agreement) whose terms provide for the guarantee of [Bank]’s obligations under this Agreement by a third party.

(11) Additional Representations. Section 3 is hereby amended by adding at the end thereof the following paragraphs:

“(g) It is an “eligible contract participant” under, and as defined in, Section 1a(12) of the Commodity Exchange Act, as amended.

(h) Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(iii) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.”

(12)	Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by adding the words “and the confirmation of the Rating Agencies” immediately following the word “party” in the third line thereof.
(13)	Modification to Definition of Indemnifiable Tax. The definition of “Indemnifiable Tax” in Section 14 is hereby modified by inserting “(i)” between the words “than” and “a” in the first line thereof and by inserting the following clause immediately before the period at the end thereof: “, and (ii) any Tax that results as a result of the status of Counterparty as a bank (as that term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended), or an entity that is licensed or regulated as a bank by the banking authorities of any jurisdiction”.
(14)	No Set-Off. Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without Set-off or counterclaims.
(15)	Amendment to Section 9(b) of the Agreement. Section 9(b) of the Agreement is amended by adding the following sentence immediately following the end of the first sentence thereof:

33

“In addition, no amendment modification or waiver in respect of this Agreement will be effective unless it is approved by the Rating Agencies.”

(16) Amendment to Section 6(e) of the Agreement. Section 6(e) of the Agreement is amended by deleting the last sentence of the introductory paragraph thereof.

34

     Please confirm your agreement to the terms of the foregoing Schedule by signing below.

[BANK]
By:
	Name:
	Title:
NISSAN AUTO LEASE TRUST 200[_]-[_]
By:
	Name:
	Title:

35

ANNEX A

PARAGRAPH 13 TO
CREDIT SUPPORT ANNEX

to the Schedule to the
Master Agreement

dated as of [               ]

between

[Bank]		Nissan Auto Lease Trust 200[_]-[_]
(“[Bank]”)	and	(“Counterparty”)

Paragraph 13. Elections and Variables

(a) Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes no additional obligations with respect to either party.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount” has the meaning specified in Paragraph 3(b).

(C) “Credit Support Amount” shall not have the meaning specified in Paragraph 3(b) and, instead, will have the following meaning:

“Credit Support Amount” means, for any Valuation Date, (i) the Secured Party’s Modified Exposure for that Valuation Date minus (ii) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

(ii) Eligible Collateral. The following items will qualify as “Eligible Collateral”:

			“Valuation
		[Bank]	Percentage”
(A)	USD Cash	X	[  ]%
(B)	Negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of one year or less from the Valuation Date	X	[  ]%

36

			“Valuation
		[Bank]	Percentage”
(C)	Negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than one year but less than ten years from the Valuation Date	X	[  ]%
(D)	Negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of ten years or more from the Valuation Date	X	[  ]%
(E)	Agency Securities having a remaining maturity of one year or less from the Valuation Date	X	[  ]%
(F)	Agency Securities having a remaining maturity of more than one year but less than ten years from the Valuation Date	X	[  ]%
(G)	Agency Securities having a remaining maturity of ten years or more from the Valuation Date	X	[  ]%
(H)	USD denominated Commercial Paper rated A1/P1 by S&P and Moody’s respectively, that (a) settles within DTC, (b) is not issued by [Bank] or any of its Affiliates and (c) has a remaining maturity of 30 days or less from the Valuation Date	X	[  ]%

For purposes of the foregoing:

(a) “Agency Securities” means negotiable debt obligations which are fully guaranteed as to both principal and interest by the Federal National Mortgage Association, the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation, but excluding (i) interest only and principal only securities and (ii) Collateralized Mortgage Obligations, Real Estate Mortgage Investment Conduits and similar derivative securities.

(b) “DTC” shall mean The Depository Trust & Clearing Corporation, or its successor.

(c) “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor.

(d) “S&P” shall mean Standard & Poor’s Ratings Group, or its successor.

(iii)	Other Eligible Support. There shall be no “Other Eligible Support” for purposes of this Annex, unless agreed in writing between the parties.
(iv)	Thresholds.

(A)	“Independent Amount” means zero.
(B)	“Threshold” shall not apply with respect to the Counterparty and, with respect to [Bank], shall mean the amounts determined on the basis of the lower of the

37

Credit Ratings set forth in the following table, provided, however, that if (i) [Bank] has no Credit Rating, or (ii) an Event of Default has occurred and is continuing with respect to [Bank], [Bank]’s Threshold shall be U.S.$0:

CREDIT RATING	THRESHOLD
(S&P /Moody’s/Fitch)	[Bank]
S&P: (long-term senior unsecured debt of [Bank]) [A+] or above.
S&P: (short-term senior unsecured debt of [Bank]) [A-1] or above
Moody’s (long-term senior unsecured debt of [Bank]): [A1] or above.
Moody’s (short-term senior unsecured debt of [Bank]): [P-1] or above.
Fitch: (long-term senior unsecured debt of [Bank]) [ ] or above.
Fitch: (short-term senior unsecured debt of [Bank]) [ ] or above
S&P: (long-term senior unsecured debt of [Bank]) lower than [A+]	US$0
S&P: (short-term senior unsecured debt of [Bank]) lower than [A-1]
Moody’s (long-term senior unsecured debt of [Bank]): lower than [A1]
Moody’s (short-term senior unsecured debt of [Bank]): lower than P-1
Fitch: (long-term senior unsecured debt of [Bank]) lower than [ ]
Fitch: (short-term senior unsecured debt of [Bank]) lower than [ ]

As used herein:

38

“Credit Rating” means, with respect to S&P, Moody’s or Fitch, as applicable, the rating assigned by such agency to the long-term senior unsecured debt of [Bank] or to the short-term senior unsecured debt of [Bank], as applicable.

(C)	“Minimum Transfer Amount”, with respect to a party on any
	Valuation Date, means U.S. $250,000.
(D)	Rounding. The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of $100,000, respectively.

(c) Valuation and Timing.

(i)	“Valuation Agent” means [Bank].
(ii)	“Valuation Date” means weekly on the last Local Business Day of each week or more frequently if agreed in writing by the parties.
(iii)	“Valuation Time” means the close of business in the city of the Valuation Agent on the Valuation Date or date of calculation, as applicable.
(iv)	“Notification Time” means 12:00 p.m., New York time, on a Local Business Day.

(d) Conditions Precedent. With respect to [Bank], any Additional Termination Event (if [Bank] is the Affected Party with respect to such Termination Event) will be a “Specified Condition”.

(e) Substitution.

(i)	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
(ii)	Consent. Inapplicable.

(f) Dispute Resolution.

(i)	“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.
(ii)	Value. For the purposes of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support other than Cash will be calculated as follows:

     (A) with respect to any Eligible Collateral except Cash, the sum of (I) (x) the mean of the high bid and low asked prices quoted on such date by any principal market maker for such Eligible Collateral chosen by the Disputing Party, or (y) if no quotations are available from a principal market maker for such date, the mean of such high bid and low asked prices as of the first day prior to such date on which such quotations were available, plus (II) the accrued interest on such Eligible Collateral (except to the extent Transferred to a party pursuant to any applicable provision of this Agreement or included in the applicable price referred to in (I) of this clause (A)) as of such date; multiplied by the applicable Valuation Percentage.

(iii) Alternative. The provisions of Paragraph 5 will apply.

39

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Counterparty and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(1)	Counterparty is not a Defaulting Party and
(2)	Posted Collateral may be held only in the following jurisdictions: New York State.

Initially, the Custodian for Counterparty is: None

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c)(i) will not apply to Counterparty but the provisions of Paragraph 6(c)(ii) will apply to the Counterparty.

(h) Distributions and Interest Amount.

(i) Interest Rate. “Interest Rate” for any day means, the Federal Funds Overnight Rate. For the purposes hereof, “Federal Funds Overnight Rate” means, for any day, an interest rate per annum equal to the rate published as the Federal Funds Effective Rate that appears on Telerate Page 118 for such day.

(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made monthly on the second Local Business Day of each calendar month.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i)	Additional Representation(s). Not Applicable.
(j)	Other Eligible Support and Other Posted Support.

(i) “Value” with respect to Other Eligible Support and Other Posted Support means: Not Applicable.

(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support means: Not Applicable

(k) Demands and Notices.

All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

Counterparty:

[Bank]:

40

(l)	Addresses for Transfers.
	Counterparty: as set forth in notices to [Bank] from time to time
	[Bank]:

(m) Other Provisions:

     (i) Modification to Paragraph 1: The following subparagraph (b) is substituted for subparagraph (b) of this Annex:

(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to Counterparty and all corresponding references to the “Pledgor” will be to [Bank].

     (ii) Modification to Paragraph 2: The following Paragraph 2 is substituted for Paragraph 2 of this Annex:

Paragraph 2. Security Interest. The Pledgor hereby pledges to the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-Off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

     (iii) Modification to Paragraph 9: The following first clause of Paragraph 9 is substituted for the first clause of Paragraph 9 of this Annex:

Paragraph 9. Representations. The Pledgor represents to the Secured Party (which representations will be deemed to be repeated as of each date on which it Transfers Eligible Collateral) that:

     (iv) Modifications to Paragraph 12: The following definitions of “Pledgor” and “Secured Party” are substituted for the definitions of those terms contained in Paragraph 12 of this Annex:

“Pledgor” means [Bank], when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

“Secured Party” means Counterparty, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

(v) Addition to Paragraph 12: The following definitions of “Modified Exposure” shall be added immediately after the definition of the term “Minimum Transfer Amount” and immediately prior to the definition of the term “Notification Time” in Paragraph 12 of this Annex:

41

“Modified Exposure” means, for any Valuation Date, an amount equal to the greater of (i) the Secured Party’s Exposure for that Valuation Date, (ii) the amount of the next scheduled payment that is required to be made by [Bank] pursuant to the Transaction and (iii) one percent of the outstanding Notional Amount of the Transaction.

     (vi) Modification to Paragraph 12: Clause “(B)” of the definition of “Value” will be substituted to read in its entirety as follows:

“(B) a security, the bid price obtained by the Valuation Agent from one of the Pricing Sources multiplied by the applicable Valuation Percentage, if any;”

     (vii) Addition to Paragraph 12: The following definition of “Pricing Sources” shall be added immediately after the definition of the term “Posted Credit Support” and immediately prior to the definition of the term “Recalculation Date” in Paragraph 12 of this Annex:

“Pricing Sources” means the sources of financial information commonly known as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive Data Services, International Securities Market Association, Merrill Lynch Securities Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny, S&P and Telerate.

Accepted and Agreed:

[BANK]

By:

Name:

Title:

NISSAN AUTO LEASE TRUST 200[_]-[_]

By:

Name:

Title:

42

EX-5.1

EXHIBIT 5.1

[                    , 2006]

Nissan Auto Lease Trust 200[ ]-[ ]
Nissan Auto Leasing LLC II
Nissan-Infiniti LT
990 West 190^th Street
Torrance, California 90502

Mayer, Brown, Rowe & Maw LLP
350 South Grand Avenue
25th Floor
Los Angeles, California 90071-1503

Main Tel (213) 229-9500
Main Fax (213) 625-0248
www.mayerbrownrowe.com

Re: Nissan Auto Lease Trust 200[ ]-[ ]
Registration Statement on Form S-3
Registration Nos. [                    ]

Ladies and Gentlemen:

     We have acted as special counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), in connection with the preparation of the Registration Statement on Form S-3 (Registration No. [                    ], together with the exhibits and amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the rules or regulations promulgated thereunder, for the registration under the Act of $[                    ] aggregate principal amount of asset backed notes (the “Notes”) to be issued by Nissan Auto Lease Trust 200[ ]-[ ], a Delaware statutory trust (the “Issuer”), pursuant to an indenture (the “Indenture”) between the Issuer and [U.S. Bank National Association], as indenture trustee. The Notes are being offered pursuant to the prospectus dated [                    , 2006] (the “Base Prospectus”) and the preliminary prospectus supplement dated [                    , 2006] (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”), and the final prospectus supplement dated [                    , 2006] (the “Prospectus Supplement” and together with the Base Prospectus, the “Final Prospectus,” and together with the Preliminary Prospectus, the “Prospectus”). Capitalized terms used herein without definition herein have the meanings set forth in the Registration Statement.

     We are familiar with the proceedings to date in connection with the proposed issuance and sale of the Notes, and in order to express our opinion hereinafter stated we have examined and relied upon the Registration Statement, the Preliminary Prospectus and the Final Prospectus, in each case as filed with the Commission, the forms of 200[ ]-[ ] SUBI Servicing Supplement, 200[ ]-[ ] SUBI Trust Supplement, Trust Agreement, Trust Administration Agreement,

Berlin Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete y Nader S.C.

Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

Nissan Auto Lease Trust 200[ ]-[ ]
Nissan Auto Leasing LLC II
Nissan-Infiniti LT
[                    , 2006]
Page 2

Indenture, SUBI Certificate Transfer Agreement, Trust SUBI Certificate Transfer Agreement, Control Agreement, the Back-up Security Agreement, 200[ ]-[ ] SUBI Certificate, the Interest Rate Cap Agreement and the Notes (collectively, the “Transaction Documents”) and the form of Underwriting Agreement. We have also examined such statutes, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.

     Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when: (a) the Registration Statement becomes effective under the provisions of the Act, (b) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and (c) the Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and delivered by the Depositor against payment therefor, in accordance with the terms and conditions of the related Transaction Documents and the Underwriting Agreement in the manner described in the Registration Statement, the Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and entitled to the benefits of the Indenture and will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

     Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

Mayer, Brown, Rowe & Maw LLP
 

EX-8.1

EXHIBIT 8.1

[                    , 2006]



Nissan Auto Lease Trust 200[ ]- [ ]
Nissan Auto Leasing LLC II
Nissan-Infiniti LT
990 West 190^th Street
Torrance, California 90502

Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrownrowe.com

Re: Nissan Auto Lease Trust 200[ ]- [ ]
Registration Statement on Form S-3
Registration No. [                    ]

Ladies and Gentlemen:

     We have acted as special tax counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company, NILT Trust, a Delaware statutory trust, Nissan-Infiniti LT, a Delaware statutory trust, and Nissan Motor Acceptance Corporation, a California corporation, in connection with the preparation of the Registration Statement on Form S-3 (Registration No. [                    ], together with the exhibits and amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the rules or regulations promulgated thereunder, for the registration under the Act of $[                    ] asset backed notes (the “Notes”), issued by Nissan Auto Lease Trust 200[ ]- [ ], a Delaware statutory trust (the “Issuer”) pursuant to an Indenture between the Issuer and [U.S. Bank National Association], as indenture trustee. The Notes are being offered pursuant to the prospectus dated [                    , 2006] (the “Base Prospectus”) and the preliminary prospectus supplement dated [                    , 2006] (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”), and the final prospectus supplement dated [                    , 2006] (the “Prospectus Supplement” and together with the Base Prospectus, the “Final Prospectus,” and together with the Preliminary Prospectus, the “Prospectus”). Capitalized terms used herein without definition herein have the meanings set forth in the Registration Statement.

     We hereby confirm that the statements set forth in the Base Prospectus and the Prospectus Supplement forming part of the Registration Statement under the headings “Summary—Tax Status” and "Material Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions relating to the federal tax laws of the United

Berlin Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete y Nader S.C.

Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

Nissan Auto Lease Trust 200[ ]- [ ]
Nissan Auto Leasing LLC II
Nissan-Infiniti LT
[                    , 2006]
Page 2

States, and subject to the assumptions, qualifications, limitations and exceptions set forth in the discussion under the foregoing headings, are the opinion of Mayer, Brown, Rowe & Maw LLP.

     The opinion expressed above are subject to the following assumptions, qualifications, limitations and exceptions:

     The law covered by this opinion is limited to the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, administrative determinations and the legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion. We express no opinion as to the laws of any other jurisdiction and, unless otherwise specified, no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,


Mayer, Brown, Rowe & Maw LLP
 

EX-99.1

EXHIBIT 99.1
FORM OF CONTROL AGREEMENT

NISSAN AUTO LEASE TRUST 200[ ]-[ ],

[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 [                    ]

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		2
	2.03	Entitlement Orders		2
	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		4
	4.07	Counterparts		5
	4.08	No Petition		5

-i-

CONTROL AGREEMENT

     This Control Agreement (this “Agreement”), dated as of [               ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is among Nissan Auto Lease Trust 200[ ]-[         ], a statutory trust formed pursuant to the laws of the State of Delaware (the “Trust”), [U.S. Bank National Association] (“[U.S. Bank]”), in its capacity as indenture trustee (the “Indenture Trustee”) on behalf of the holders of the Notes (the “Secured Party”) under the Indenture, dated as of [               ] (the “Indenture”), by and between the Trust and the Indenture Trustee, and [U.S. Bank], in its capacity as securities intermediary (the “Securities Intermediary”).

RECITALS

     WHEREAS, pursuant to the Indenture, the Trust has granted to the Secured Party a security interest in investment property consisting of the Reserve Account, related Security Entitlements and the financial assets and other investment property from time to time included therein to secure payment of the Notes;

     WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to the Reserve Account shall be transferred back to the Trust; and

     WHEREAS, the parties hereto desire that the security interest of the Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the UCC.

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

          1.01 General Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [ ], by and among the Trust, as issuer (the “Issuer”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Trustee” or “Titling Trustee”), [Wilmington Trust Company], a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank], as Indenture Trustee and trust agent (in such capacity, the “Trust Agent”).

Control Agreement

1

          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 in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof”, and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section within this Agreement, (iii) the term “include” and all variations thereof shall mean “include without limitation”, (iv) the term “or” shall include “and/or”, (v) the term “proceeds” shall have the meaning ascribed thereto in the UCC and (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been or are hereafter executed and delivered in accordance with the terms thereof, except that references to the SUBI Trust Agreement include only such items as related to the 200[ ]-[ ] SUBI and the Titling Trust.

ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

          2.01 Establishment of Reserve Account. The Securities Intermediary hereby confirms that (i) the Trust has established the Reserve Account 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 Trust, payable to the order of the Trust or specially endorsed to the Trust except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

          2.02 “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Reserve Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

          2.03 Entitlement Orders. If at any time the Securities Intermediary shall receive any Entitlement Order from the Secured Party with respect to the Reserve Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Trust, the Initial Secured Party or any other Person. If at any time the Secured Party notifies the Securities Intermediary in writing that the Lien of the Indenture has been released, the Securities

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Intermediary shall thereafter comply with Entitlement Orders with respect to the Reserve Account from the Initial Secured Party without further consent by the Trust or any other Person.

          2.04 Subordination of Lien; Waiver of Set-Off. If the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Reserve Account or any Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Secured Party. The financial assets and other items deposited to the Reserve Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Secured Party (except that the Securities Intermediary may set off against amounts on deposit in the Reserve Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Reserve Account and (ii) the face amount of any checks that have been credited to the Reserve Account but are subsequently returned unpaid because of uncollected or insufficient funds).

          2.05 Notice of Adverse Claims. Except for the claims and interests of the Secured Party and the Trust in the Reserve Account, the Securities Intermediary does not know of any claim to, or interest in, the Reserve Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Reserve Account or in any financial asset credited thereto, the Securities Intermediary will promptly notify the Secured Party and the Trust thereof.

ARTICLE THREE

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY

          3.01 Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to each of the Secured Party and the Trust, and covenants that:

               (a) The Reserve Account has been established as set forth in Section 2.01 and the Reserve Account will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of the Reserve Account without the prior written consent of the Secured Party.

               (b) No financial asset carried in the Reserve Account is or will be registered in the name of the Trust, payable to the order of the Trust, or specially endorsed to the Trust, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank.

               (c) This Agreement is the valid and legally binding obligation of the Securities Intermediary, 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

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comply with Entitlement Orders of any Person other than the Secured Party to the extent provided in Section 2.03, with respect to the Reserve Account.

               (e) The Securities Intermediary has not entered into any other agreement with the Trust or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders as set forth in Section 2.03.

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 Trust with respect to the Reserve Account. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail.

          4.03 Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

          4.04 Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors.

          4.05 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to, in the case of (i) the Trust c/o [[Wilmington Trust Company], at Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration, with a copy to Nissan Motor Acceptance Corporation, as Administrative Agent, at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310) 324-2542), Attention: Treasurer], (ii) the Secured Party, at [U.S. Bank National Association], 209 South LaSalle Street, Suite 300, Chicago, IL 60604 (telecopier no. (312) 325-8905), Attention: Nissan Auto Lease Trust 200[ ]-[ ], and (iii) the Securities Intermediary, at [U.S. Bank National Association], 209 South LaSalle, Suite 300, Chicago IL 60604 (telecopier no. (312) 325-8905), Attention: Nissan Auto Lease Trust 200[ ]-[ ], 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

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coupled with an interest and will neither be affected by the bankruptcy of the Trust nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect with respect to the Reserve Account until the Secured Party shall have notified the Securities Intermediary in writing that its security interests under the Indenture has been terminated.

          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 Trustee, the Titling Trust, the Issuer, 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]

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     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 200[ ]-[ ]
By:	[WILMINGTON TRUST COMPANY],
	not in its individual capacity, but solely as Owner Trustee
	By:
		Name:
		Title:
[U.S. BANK NATIONAL ASSOCIATION],
as Indenture Trustee and Secured Party
	By:
		Name:
		Title:
[U.S. BANK NATIONAL ASSOCIATION],
as Securities Intermediary
	By:
		Name:
		Title:

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EX-99.2

EXHIBIT 99.2
FORM OF SUBI CERTIFICATE TRANSFER AGREEMENT

NILT TRUST,
as Depositor,

and

NISSAN AUTO LEASING LLC II,
as Transferee

SUBI CERTIFICATE
TRANSFER AGREEMENT

Dated as of [____________________]

[_____________________]

TABLE OF CONTENTS

	Page
ARTICLE ONE. DEFINITIONS		2
Section 1.01 Definitions		2
Section 1.02 Interpretive Provisions		2
ARTICLE TWO. TRANSFER OF 200[ ]- [ ] SUBI CERTIFICATE		2
Section 2.01 Transfer of 200[ ]-[ ] SUBI Certificate		2
Section 2.02 True Sale		3
Section 2.03 Representations and Warranties of the Depositor 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		8
Section 3.05 Headings		9
Section 3.06 Counterparts		9
Section 3.07 Further Assurances		9
Section 3.08 Third-Party Beneficiaries		9
Section 3.09 No Petition		9
Section 3.10 No Recourse		9
Schedule I Perfection Representations, Warranties and Covenants

-i- 

FORM OF SUBI CERTIFICATE TRANSFER AGREEMENT

     This SUBI Certificate Transfer Agreement, dated as of [                    ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is between NILT Trust, a Delaware statutory trust (“NILT Trust”), as depositor (the “Depositor”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as transferee (the “Transferee”).

RECITALS

     A. Nissan-Infiniti LT (the “Titling Trust”) is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), by and among, the NILT Trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”), [Wilmington Trust Company], a Delaware banking corporation (“[Wilmington Trust]”), as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Trustee”), and [U.S. Bank National Association], a national banking association (“[U.S. Bank]”), as trust agent (the “Trust Agent”);

     B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the “Trust Assets”);

     C. The Grantor, the UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee and the Trust Agent are entering into the 200[ ]-[ ] SUBI Supplement, dated as of [                    ] (the “200[ ]-[ ] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to (i) establish a special unit of beneficial interest, the “200[ ]-[ ] SUBI” and (ii) identify and allocate certain Trust Assets to the 200[ ]-[ ] SUBI;

     D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “200[ ]-[ ] Leases”), the vehicles that are leased under the 200[ ]-[ ] Leases (the “200[ ]-[ ] Vehicles”), and certain other related Trust Assets have been allocated to the 200[ ]-[ ] SUBI;

     E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 200[ ]-[ ] SUBI (the “200[ ]-[ ] SUBI Certificate”) to the Depositor;

     F. 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 200[ ]-[ ] SUBI Certificate; and

     G. Immediately after the transfer and assignment of the 200[ ]-[ ] SUBI Certificate to the Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in the 200[ ]-[ ] SUBI Certificate to the Nissan Auto Lease Trust 200[ ]-[ ] 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:

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ARTICLE ONE.

DEFINITIONS

     Section 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [                    ], by and among Nissan Auto Lease Trust 2005-A, as issuer (the “Issuer”), NILT Trust, as Grantor and Initial Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Trustee, [Wilmington Trust], as Delaware Trustee and owner trustee (in such capacity, the “Owner Trustee”) and [U.S. Bank], as Trust Agent and indenture trustee (in such capacity, the “Indenture Trustee”).

     Section 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof”, and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section within this Agreement, (iii) the term “include” and all variations thereof shall mean “include without limitation”, (iv) the term “or” shall include “and/or”, (v) the term “proceeds” shall have the meaning ascribed thereto in the UCC and (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been or are hereafter executed and delivered in accordance with the terms thereof, except that references to the SUBI Trust Agreement include only such items as relate to the 200[ ]-[ ] SUBI and the Titling Trust.

     Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 200[ ]-[ ] SUBI and the Titling Trust. Any reference in this Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the successor or permitted assignee of such Person.

ARTICLE TWO.

TRANSFER OF 200[ ]-[ ] SUBI CERTIFICATE

     Section 2.01 Transfer of 200[ ]-[ ] SUBI Certificate. In consideration of the Transferee’s delivery to, or upon the order of, the Depositor of $[                    ] (the “Transfer Price”) in cash by federal wire transfer (same day) funds, of which an amount equal to approximately [                    ]% of the Transfer Price will represent the proceeds of a capital contribution from NMAC to the Transferee, the 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”):

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     (i) the 200[ ]-[ ] SUBI Certificate and the interest in the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI represented by the 200[ ]-[ ] SUBI Certificate, as granted in the 200[ ]-[ ] SUBI Supplement and in the 200[ ]-[ ] 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. he 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 200[ ]-[ ] 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 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 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.

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     (ii) Due Qualification. The Depositor 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 Depositor.

     (iii) Power and Authority. The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery, and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

     (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 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 Depositor’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 Depositor is a party or by which it may be bound or any of its properties are subject; (C) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any material indenture, agreement, or other instrument (other than as permitted by the Basic Documents); (D) violate any law or, to the knowledge of the Depositor, any order, rule, or regulation applicable to it or its properties; or (E) contravene, violate, or result in a default under any judgment, injunction, order, decree, or other instrument of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties, except to the extent that such contravention, violation, or default would not be likely to have a Material Adverse Effect.

     (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 (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.

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     (vii) Title to 200[ ]-[ ] SUBI Certificate. Immediately prior to the transfer of the 200[ ]-[ ] SUBI Certificate pursuant to this Agreement, the Depositor (A) is the true and lawful owner of the 200[ ]-[ ] SUBI Certificate and it has the legal right to transfer the 200[ ]-[ ] SUBI Certificate, (B) has good and valid title to the 200[ ]-[ ] SUBI Certificate and the 200[ ]-[ ] SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good, valid, and indefeasible title to the 200[ ]-[ ] 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 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.

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     (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 Depositor to the Transferee and the sale of the Assets by the Transferee to the Trust. Upon discovery by the Depositor, the Transferee or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

     Section 2.04 Financing Statement and Books and Records.

     (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 200[ ]-[ ] SUBI Certificate and will file, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets, and the proceeds thereof to the 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.

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     (b) The Depositor further agrees that it will treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records, and statements that the Assets have been sold to the Transferee.

     Section 2.05 Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 200[ ]-[ ] SUBI Certificate and the interest in the 200[ ]-[ ] SUBI represented thereby, whether set forth in the 200[ ]-[ ] SUBI Certificate, in the SUBI Trust Agreement, or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

     Section 2.06 Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement and Section 12.02(b) of the 200[ ]-[ ] 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.

     (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

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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(b)(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) Not less than [15] days prior to the execution of any amendment to this Agreement, NALL II 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, 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] and Indenture Trustee an Officer’s Certificate to that effect, and [U.S. Bank] 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 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.

SUBI Certificate Transfer Agreement

8

     The Depositor acknowledges and agrees that (a) (i) the Transferee may, pursuant to the Trust SUBI Certificate Transfer Agreement, transfer and assign the 200[ ]-[ ] SUBI and the 200[ ]-[ ] SUBI Assets represented thereby and assign its rights under this Agreement to Nissan Auto Lease Trust 200[ ]-[ ] and (ii) the representation, warranties and covenants contained in this Agreement and the rights of the Transferee under this Agreement are intended to benefit Nissan Auto Lease Trust 200[ ]-[ ]; and (b) (i) Nissan Auto Lease Trust 200[ ]-[ ] may, pursuant to the Indenture, pledge and grant a security interest in the 200[ ]-[ ] SUBI and the 200[ ]-[ ] 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 Depositor 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 200[ ]-[ ] 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 Trustee, the Titling Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

     This Section shall survive the complete or partial termination of this Agreement, the resignation or removal or the Trustee and the complete or partial resignation or removal of the Servicer.

     Section 3.10 No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [U.S. Bank], not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings, and agreements herein made on the

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part of the Depositor, 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]

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     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 Depositor
By:	[U.S. BANK NATIONAL ASSOCIATION],
	as Managing Trustee
	By:
	Name:
	Title:
NISSAN AUTO LEASING LLC II,
as Transferee
By:
	Name:	Kazuhiko Kazama
	Title:	Treasurer

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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 depositor, 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate hereunder to NALL II required by the terms of the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate from NILT Trust to NALL II and the security interest in the 200[ ]-[ ] SUBI Certificate granted to NALL II hereunder.

     7. To the extent that the 200[ ]-[ ] SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to NALL II.

     8. Other than the transfer of the 200[ ]-[ ] SUBI Certificate from NILT Trust to NALL II under the SUBI Certificate Transfer Agreement and from NALL II to the Issuer under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture

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Trustee pursuant to the Indenture, NILT Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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.

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EX-99.3

EXHIBIT 99.3
FORM OF TRUST SUBI CERTIFICATE TRANSFER AGREEMENT

NISSAN AUTO LEASING LLC II,
as Depositor,

and

NISSAN AUTO LEASE TRUST 200[ ]-[ ],
as Transferee

TRUST SUBI CERTIFICATE
TRANSFER AGREEMENT

Dated as of [               ]

TABLE OF CONTENTS

	Page
ARTICLE ONE DEFINITIONS		2
Section 1.01 Definitions		2
Section 1.02 Interpretive Provisions		2
ARTICLE TWO TRANSFER OF 200[ ]-[ ] SUBI CERTIFICATE		3
Section 2.01 Transfer of 200[ ]-[ ] 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 I PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS		1

-i-

TRUST SUBI CERTIFICATE TRANSFER AGREEMENT

     This Trust SUBI Certificate Transfer Agreement, dated as of [               ] (as amended, supplemented or 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 200[ ]-[ ], a Delaware statutory trust (the “Trust”), as transferee (in such capacity, the “Transferee”).

RECITALS

     A. Nissan-Infiniti LT (the “Titling Trust”) is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary”, respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”), [Wilmington Trust Company], a Delaware banking corporation (“[Wilmington Trust]”), as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Trustee”), and [U.S. Bank National Association], a national banking association (“[U.S. Bank]”), as trust agent (the “Trust Agent”);

     B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the “Trust Assets”);

     C. The Grantor, UTI Beneficiary, the Servicer, the Trustee, the Delaware Trustee and the Trust Agent are entering into the 200[ ]-[ ] SUBI Supplement, dated as of [ ] (the “200[ ]-[ ] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to (i) establish a special unit of beneficial interest (the “200[ ]-[ ] SUBI”) and (ii) identify and allocate certain Trust Assets to the 200[ ]-[ ] SUBI;

     D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “200[ ]-[ ] Leases”), the vehicles that are leased under the 200[ ]-[ ] Leases (the “200[ ]-[ ] Vehicles”), and certain other related Trust Assets have been allocated to the 200[ ]-[ ] SUBI;

     E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 200[ ]-[ ] SUBI (the “200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate to the Depositor pursuant to the SUBI Certificate Transfer Agreement, dated as of [               ] (the “SUBI Certificate Transfer Agreement”), between NILT Trust and the Depositor;

     G. The Trust was formed pursuant to a trust agreement, dated as of [               ], as amended and restated by the amended and restated trust agreement, dated as of [               ] (the “Trust Agreement”), each, between the Depositor and [Wilmington Trust], 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 200[ ]-[ ] SUBI Certificate; and

     I. Immediately after the transfer and assignments of the 200[ ]-[ ] SUBI Certificate to the Transferee, the Transferee shall pledge the 200[ ]-[ ] SUBI Certificate to [U.S. Bank], as indenture trustee (the “Indenture Trustee”), pursuant to an indenture, dated as of [               ] (the “Indenture”), between the Trust and the Indenture Trustee.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

     Section 1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [ ], by and among the Trust, as issuer (the “Issuer”), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Trustee, [Wilmington Trust], as Delaware Trustee and Owner Trustee, and [U.S. Bank], as Trust Agent and Indenture Trustee.

     Section 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof”, and the like shall refer to this Agreement as a whole and not to any particular part, Article, or Section within this Agreement, (iii) the term “include” and all variations thereof shall mean “include without limitation”, (iv) the term “or” shall include “and/or”, (v) the term “proceeds” shall have the meaning ascribed thereto in the UCC and (vi) any defined term that relates to a document shall include within its definition any amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that have been or are hereafter executed and delivered in accordance with the terms thereof, except that references to the SUBI Trust Agreement include only such items as relate to the 200[ ]-[ ] SUBI and the Titling Trust.

     Any reference in this Agreement to any agreement means such agreement as it may be amended, restated, supplemented (only to the extent such agreement as supplemented relates to the Notes), or otherwise modified from time to time, except that references to the SUBI Trust Agreement include only such items as relate to the 200[ ]-[ ] SUBI and the Titling Trust. Any reference in this Agreement to any law, statute, regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from time to time, and shall include any rule or regulation promulgated thereunder. Any reference in this Agreement to a Person shall include the successor or permitted assignee of such Person.

Trust SUBI Certificate Transfer Agreement

2

ARTICLE TWO

TRANSFER OF 200[ ]-[ ] SUBI CERTIFICATE

     Section 2.01 Transfer of 200[ ]-[ ] 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 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 200[ ]-[ ] SUBI Certificate and the interest in the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI represented by the 200[ ]-[ ] SUBI Certificate, as granted in the 200[ ]-[ ] SUBI Supplement and in the 200[ ]-[ ] 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) 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 200[ ]-[ ] 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.

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,

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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 200[ ]-[ ] SUBI Certificate. Immediately prior to the transfer of the 200[ ]-[ ] SUBI Certificate pursuant to this Agreement, the Depositor (A) is the true and lawful owner of the 200[ ]-[ ] SUBI Certificate and has the legal right to transfer the 200[ ]-[ ] SUBI Certificate, (B) has good and valid title to the 200[ ]-[ ] SUBI Certificate and the 200[ ]-[ ] SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good, valid, and indefeasible title to the 200[ ]-[ ] 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.

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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 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.

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     Section 2.04 Financing Statement and Books and Records.

     (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the 200[ ]-[ ] SUBI Certificate and will file, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect the sale of the Assets, and the proceeds thereof to the 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 treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

     Section 2.05 Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 200[ ]-[ ] SUBI Certificate and the interest in the 200[ ]-[ ] SUBI represented thereby, whether set forth in the 200[ ]-[ ] SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

     Section 2.06 Release of Claims. Pursuant to Section 3.04(b) of the Titling Trust Agreement and Section 12.02(b) of the 200[ ]-[ ] 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 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

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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(b)(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) Not less than [15] days 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 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.

     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).

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     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 200[ ]-[ ] SUBI and the 200[ ]-[ ] 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 200[ ]-[ ] 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 Trustee, the Titling Trust, the Issuer, 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 Agreement, the resignation or removal of the Trustee and the complete or partial resignation or removal of the Servicer.

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     Section 3.10 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by [Wilmington Trust Company] not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall [Wilmington Trust Company] in its individual capacity or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements, or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement.

[Signature Page to Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

NISSAN AUTO LEASING LLC II, as Depositor
By:
	Name:	Kazuhiko Kazama
	Title:	Treasurer
NISSAN AUTO LEASE TRUST 200[ ]-[ ],
as Transferee
By:	[WILMINGTON TRUST COMPANY],
	not in its individual capacity, but
	solely as Owner Trustee
By:
	Name:
	Title:

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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 200[ ]-[ ], 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] SUBI Certificate from the Depositor to the Transferee and the security interest in the 200[ ]-[ ] SUBI Certificate granted under the Trust SUBI Certificate Transfer Agreement.

7. To the extent that the 200[ ]-[ ] 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.

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8. Other than the transfer of the 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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 200[ ]-[ ] 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.

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