exv10w2



 





Exhibit 10.2



 




NILT TRUST,

as Grantor and UTI Beneficiary,




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,




NILT, INC.,

as Trustee,




WILMINGTON TRUST COMPANY,

as Delaware Trustee,




and




U.S. BANK NATIONAL ASSOCIATION,

as Trust Agent



 




2007-A SUBI

SUPPLEMENT




Dated as of July 31, 2007



 



 













 





	 	 	 	 	 	 	 
	ARTICLE ELEVEN
	 	DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	Section 11.01
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	Section 11.02
	 	Interpretive Provisions	 	 	2	 
	 
	 	 	 	 	 	 
	Section 11.03
	 	Rights in Respect of the 2007-A SUBI	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE
	 	CREATION OF THE 2007-A SUBI	 	 	3	 
	 
	 	 	 	 	 	 
	Section 12.01
	 	Creation of 2007-A SUBI Assets and the 2007-A SUBI	 	 	3	 
	 
	 	 	 	 	 	 
	Section 12.02
	 	Transfer of 2007-A SUBI Interests	 	 	3	 
	 
	 	 	 	 	 	 
	Section 12.03
	 	Issuance and Form of 2007-A SUBI Certificate	 	 	4	 
	 
	 	 	 	 	 	 
	Section 12.04
	 	Actions and Filings	 	 	6	 
	 
	 	 	 	 	 	 
	Section 12.05
	 	Termination of the 2007-A SUBI	 	 	6	 
	 
	 	 	 	 	 	 
	Section 12.06
	 	Representations and Warranties of Trustee	 	 	7	 
	 
	 	 	 	 	 	 
	Section 12.07
	 	Transfer and Assignment of Certificates	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN
	 	2007-A SUBI PLEDGE	 	 	8	 
	 
	 	 	 	 	 	 
	Section 13.01
	 	Registration of the 2007-A SUBI Pledge	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE FOURTEEN
	 	2007-A SUBI ACCOUNTS	 	 	8	 
	 
	 	 	 	 	 	 
	Section 14.01
	 	2007-A SUBI Collection Account	 	 	8	 
	 
	 	 	 	 	 	 
	Section 14.02
	 	2007-A Reserve Account	 	 	9	 
	 
	 	 	 	 	 	 
	Section 14.03
	 	Investment of Monies in 2007-A 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	 	 	11	 
	 
	 	 	 	 	 	 
	Section 15.03
	 	Notices	 	 	11	 
	 
	 	 	 	 	 	 
	Section 15.04
	 	Severability of Provisions	 	 	11	 
	 
	 	 	 	 	 	 
	Section 15.05
	 	Effect of Supplement on Titling Trust Agreement	 	 	11	 
	 
	 	 	 	 	 	 
	Section 15.06
	 	No Petition	 	 	12	 
	 
	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 
	Exhibit A
—  Schedule of 2007-A Leases and 2007-A Leased Vehicles
	 	 	A-1	 
	 
	 	 	 	 	 	 
	Exhibit B
—  Form of 2007-A SUBI Certificate
	 	 	B-1	 






i









 





2007-A SUBI SUPPLEMENT




     This 2007-A SUBI Supplement, dated as of July 31, 2007 (as amended, supplemented or otherwise
modified from time to time, this “2007-A 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 2007-A SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “2007-A
SUBI”);



     E. The parties hereto desire to identify and allocate to the 2007-A SUBI a separate portfolio
of Trust Assets consisting of leases (the “2007-A Leases”), the vehicles that are leased
under the 2007-A Leases (the “2007-A Vehicles”), and certain other related assets;



     F. The parties hereto also desire to issue to NILT Trust a certificate evidencing a 100%
beneficial interest in the 2007-A SUBI (the “2007-A SUBI Certificate”).



     G. NILT Trust will transfer the 2007-A SUBI Certificate to Nissan Auto Leasing LLC II
(“NALL II”) pursuant to the SUBI Certificate Transfer Agreement, dated as of July 31, 2007
(the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II. NALL II will
further transfer the 2007-A SUBI Certificate to Nissan Auto Lease Trust 2007-A (the “Issuing
Entity”) pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of July 31, 2007
(the “Trust SUBI Certificate Transfer Agreement”), between NALL II, as depositor (the
“Depositor”) and the Issuing Entity, as transferee.




SUBI Supplement





1









 





     H. Pursuant to the Indenture, dated as of July 31, 2007 (the “Indenture”), between the
Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee (the “Indenture Trustee”),
the Issuing Entity will (i) issue $150,000,000 aggregate principal amount of 5,33038% Asset Backed
Notes, Class A-1 (the “Class A-1 Notes”), $375,000,000 aggregate principal amount of 5.20%
Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $200,000,000 aggregate principal
amount of 5.20% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $365,079,000
aggregate principal amount of the Floating Rate 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 2007-A SUBI Certificate to the Indenture Trustee for the
benefit of the holders of the Notes.



     I. The parties hereto also desire to register a pledge of the 2007-A SUBI Certificate to the
Indenture Trustee for the benefit of the holders of the Notes.



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



ARTICLE ELEVEN

DEFINITIONS




     Section 11.01 Definitions. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of July
31, 2007, by and among the Issuing Entity , NILT Trust, as Grantor and UTI Beneficiary, the Titling
Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity,
the “Administrative Agent”), NALL II, 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 2007-A SUBI
Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i)
terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii)
references to this 2007-A SUBI Supplement include all Exhibits hereto, (iii) references to words
such as “herein,” “hereof” and the like shall refer to this 2007-A SUBI Supplement as a whole and
not to any particular part, Article, or Section herein, (iv) references to an Article or Section
such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or
Section of this 2007-A SUBI Supplement, (v) the term “include” and all variations thereof shall
mean “include without limitation,” (vi) the term “or” shall include “and/or” and (vii) the term
“proceeds” shall have the meaning ascribed to such term in the UCC.



     Any reference in this 2007-A SUBI Supplement to any agreement means such agreement as it may
be amended, restated, supplemented (only to the extent such agreement as supplemented relates to
the Notes), or otherwise modified from time to time. Any reference in this 2007-A SUBI Supplement
to any law, statute, regulation, rule, or other legislative action shall mean such law, statute,
regulation, rule, or other legislative action as amended, supplemented, or otherwise modified from
time to time, and shall include any rule or regulation
promulgated thereunder. Any reference in this 2007-A SUBI Supplement to a Person shall include
the successor or permitted assignee of such Person.




SUBI Supplement





2









 





     Section 11.03 Rights in Respect of the 2007-A SUBI. Each Holder and Registered Pledgee
of the 2007-A SUBI Certificate (including the Issuing Entity) is a third-party beneficiary of the
SUBI Trust Agreement insofar as the Titling Trust Agreement and this 2007-A SUBI Supplement apply
to the 2007-A SUBI, the Holders of the 2007-A SUBI Certificate, and the Registered Pledgees of the
2007-A SUBI Certificate. Therefore, to that extent, references in the SUBI Trust Agreement to the
ability of a “Holder,” “Related Beneficiary,” or a “Registered Pledgee” of a SUBI Certificate to
take any action shall be deemed to refer to the Issuing Entity acting at its own instigation or
upon the instruction of the requisite voting percentage of holders of Securities or Rated
Securities, as specified in the Indenture or the Trust Agreement, as applicable.



ARTICLE TWELVE

CREATION OF THE 2007-A SUBI




     Section 12.01 Creation of 2007-A SUBI Assets and the 2007-A SUBI.



     (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary
directs the Trustee to create, and the Trustee hereby creates, one Sub-Trust which shall be known
as the “2007-A SUBI”. The 2007-A SUBI shall represent a special unit of beneficial
interest solely in the 2007-A SUBI Assets.



     (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary
hereby directs the Trustee to identify and allocate or to cause to be identified and allocated to
the 2007-A SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust Assets
consisting of 2007-A Eligible Leases and the related Leased Vehicles and other associated Trust
Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved for allocation to
any Other SUBI (or owned or acquired by the Trustee on behalf of the Titling Trust but not yet
allocated to, or reserved for allocation to, any specific Sub-Trust). Such Trust Assets (the
“2007-A SUBI Assets”) shall be accounted for and held in trust independently from all other
Trust Assets within the Titling Trust. Based upon their identification and allocation by the
Servicer pursuant to the 2007-A Servicing Supplement, the Trustee hereby identifies and allocates
as 2007-A SUBI Assets the 2007-A Leases and 2007-A Vehicles more particularly described on the
Schedule of 2007-A Leases and 2007-A Vehicles and the related Trust Assets described above, each
such 2007-A SUBI Asset to be identified on the books and accounts of the Titling Trust as being
allocated to the 2007-A SUBI.



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



     Section 12.02 Transfer of 2007-A SUBI Interests.



     (a) Interests in the 2007-A SUBI may not be transferred or assigned by the UTI Beneficiary,
and any such purported transfer or assignment shall be deemed null, void, and of no effect
herewith; provided, however, that the 2007-A SUBI Certificate and the interests in
the




SUBI Supplement





3









 




2007-A 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 2007-A SUBI
Certificate or any interest therein and (iv) transferred to each direct or indirect permitted
transferee of the Indenture Trustee or such subsequent Registered Pledgee, in each case in the
circumstances contemplated in, and subject to the conditions set forth in, Section 3.04(b)
of the Titling Trust Agreement. Each such transfer shall be registrable upon surrender of the
2007-A SUBI Certificate to be transferred for registration of the transfer at the corporate trust
office of the Trustee (or the Trust Agent, if applicable), accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder thereof or such Holder’s
attorney duly authorized in writing, and thereupon a new 2007-A SUBI Certificate of a like
aggregate fractional undivided interest will be issued to the designated permitted transferee.




     (b) For any transfer of the 2007-A SUBI Certificate or an interest therein to be effective, on
or prior to the date of any absolute sale, transfer, or assignment, the related transferee must
execute and deliver to the Trustee the non-petition covenant and the agreement required pursuant to
Section 3.04(b) of the Titling Trust Agreement.



     (c) The 2007-A 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”), that is subject to Title I of ERISA, (ii) a
“plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
“Code”), that is subject to Section 4975 of the Code or (iii) any entity deemed to hold the “plan
assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA)
of any of the foregoing. The 2007-A SUBI Certificate (or any interest therein) may not be acquired
by or on behalf of a governmental plan, foreign plan or any other plan that is subject to any
applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code
(“Similar Law”) if the acquisition, holding and disposition of the 2007-A SUBI Certificate (or any
interest therein) would result in a nonexempt prohibited transaction under, or a violation of,
Similar Law.



     (d) Notwithstanding any other provision herein, no transfer or assignment of an interest in
the 2007-A 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 2007-A SUBI Certificate.



     (a) The 2007-A SUBI shall be represented by a 2007-A SUBI Certificate that shall represent a
100% beneficial interest in the 2007-A SUBI and the 2007-A SUBI Assets, as further set forth
herein. The 2007-A SUBI Certificate shall, upon transfer to the Issuing Entity, be registered in
the name of the Issuing Entity, representing the beneficial interest in the 2007-A




SUBI Supplement





4









 







SUBI Assets allocated from the UTI. The Trustee shall register a pledge of the 2007-A SUBI
Certificate in favor of the Indenture Trustee (for the benefit of the holders of the Notes), as
provided in Article Thirteen, and shall deliver the 2007-A SUBI Certificate to the Indenture
Trustee. The 2007-A SUBI Certificate shall be substantially in the form of Exhibit B attached
hereto, with such appropriate insertions, omissions, substitutions and other variations as are
required by this 2007-A SUBI Supplement and may have such letters, numbers or other marks of
identification and such legends and endorsements placed thereon as may, consistently herewith and
with the Titling Trust Agreement, be directed by the UTI Beneficiary. Any portion of any 2007-A
SUBI Certificate may be set forth on the reverse thereof, in which case the following reference to
the portion of the text on the reverse shall be inserted on the face thereof, in relative proximity
to and prior to the signature of the Trustee executing such 2007-A 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 2007-A SUBI Certificate will bear a legend to the following effect:



     THIS 2007-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE
HOLDER HEREOF, BY PURCHASING THIS 2007-A SUBI CERTIFICATE, AGREES THAT THIS 2007-A SUBI CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A
QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTIONS.



     THIS 2007-A SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF
(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS
DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS
SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN
THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE
FOREGOING. IF THIS 2007-A SUBI CERTIFICATE (OR ANY INTEREST HEREIN) IS PURCHASED OR HELD BY A
GOVERNMENTAL PLAN, FOREIGN PLAN OR ANY OTHER PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE
DEEMED TO REPRESENT AND WARRANT THAT ITS




SUBI Supplement





5









 







ACQUISITION, HOLDING AND DISPOSITION OF THIS 2007-A SUBI CERTIFICATE (OR ANY INTEREST HEREIN)
WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, SIMILAR LAW.



     The 2007-A SUBI Certificate shall be printed, lithographed, typewritten, mimeographed,
photocopied, or otherwise produced or may be produced in any other manner as may, consistently
herewith and with the Titling Trust Agreement, be determined by the UTI Beneficiary. The 2007-A
SUBI Certificate and the interest in the 2007-A SUBI evidenced thereby shall constitute a
“security” within the meaning of Section 8-102(a)(15) of the UCC and a “certificated security”
within the meaning of Section 8-102(a)(4) of the UCC.



     (b) If (i) the 2007-A SUBI Certificate is mutilated and surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 2007-A SUBI
Certificate and (ii) there is delivered to the Trustee such security or indemnity as may reasonably
be required by it to hold the Issuing Entity 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 2007-A SUBI Certificate, a replacement 2007-A SUBI Certificate. Every 2007-A SUBI
Certificate issued pursuant to this Section 12.03(b) in replacement of any mutilated,
destroyed, lost, or stolen 2007-A SUBI Certificate shall constitute an original additional
contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost, or
stolen 2007-A SUBI Certificate shall be at any time enforceable by anyone and shall be entitled to
all of the benefits of the SUBI Trust Agreement equally and proportionately with any and all other
2007-A SUBI Certificates duly issued hereunder. The provisions of this Section 12.03(b) are
exclusive and preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost, or stolen 2007-A 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 2007-A SUBI, including filing or causing to be filed UCC
financing statements and executing and delivering all related filings, documents or writings as may
be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any
other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Trustee
and the Servicer, and any of their respective officers, employees or agents, as the true and lawful
attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is
irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements,
continuation statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed or filed pursuant
to this Section.



     Section 12.05 Termination of the 2007-A SUBI.



     (a) In connection with any purchase by the Servicer of the corpus of the Issuing Entity
pursuant to Article Nine of the Trust Agreement, the succession of the Servicer to the interest in
the 2007-A SUBI represented by the 2007-A SUBI Certificate, or should all of the interest in the
2007-A SUBI thereafter be held by the UTI Beneficiary or the Holders of the UTI




SUBI Supplement





6









 







Certificates, whether by transfer, sale, or otherwise, then upon the direction of such
Holders, the 2007-A SUBI shall be terminated, the 2007-A SUBI Certificate shall be returned to the
Trustee and canceled, and the Servicer shall reallocate all 2007-A SUBI Assets to the UTI.



     (b) So long as the Notes are Outstanding, the 2007-A SUBI shall not be dissolved unless (a)
required by law or (b) at the direction of the Holder of the 2007-A 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 2007-A SUBI
Supplement shall terminate and the 2007-A SUBI shall be terminated; provided
further, that such termination shall affect the Titling Trust only insofar as such
termination relates to the 2007-A SUBI. Such termination shall not entitle the legal
representatives of the 2007-A SUBI or any Holder of a 2007-A SUBI Certificate to take any action
for a partition or winding up of the Titling Trust or any Trust Assets except with respect to the
2007-A SUBI Assets and the rights, obligations and Liabilities of the parties hereto shall not
otherwise be affected. In connection with the sale of the Owner Trust Estate pursuant to
Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the
Holder of the 2007-A SUBI Certificate to dissolve the 2007-A SUBI in accordance with the provisions
of the Indenture, and the 2007-A SUBI Assets shall be distributed out of the Titling Trust at the
direction of the Holder of the 2007-A SUBI Certificate acting in accordance with instructions from
the Registered Pledgee and the purchaser shall take delivery of such 2007-A SUBI Assets. The
Trustee and the other parties hereto shall cooperate with the Owner Trustee or the Trustee, as
applicable, to cause the related 2007-A 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;




     (iv) to the Swap Counterparty, amounts due in respect of any unpaid Net Swap Payments;
and




     (v) 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 2007-A SUBI Certificate (and
beneficial owner of any portion thereof, including the Issuing Entity and the Trust
Certificateholders) may rely. For purposes of this Section, any reference in Section 5.12
of the Titling Trust Agreement to the Titling Trust Agreement shall be deemed to constitute
references to the SUBI Trust Agreement.




SUBI Supplement





7









 





     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 2007-A SUBI Certificate remains outstanding, each Supplement shall contain
a similar amendment with respect to such Section.



ARTICLE THIRTEEN

2007-A SUBI PLEDGE




     Section 13.01 Registration of the 2007-A SUBI Pledge. The parties hereto hereby
acknowledge the Issuing Entity’s pledge, assignment, and grant to the Indenture Trustee, for the
benefit of the holders of the Notes, under the Indenture of a security interest in the 2007-A SUBI
Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes.
The Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the
Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the
Registered Pledgee of the 2007-A SUBI Certificate. The Issuing Entity has caused the Trustee to
deliver the 2007-A SUBI Certificate to the Indenture Trustee, as Registered Pledgee, who shall have
the rights with respect thereto described herein and in the Indenture.



ARTICLE FOURTEEN

2007-A SUBI ACCOUNTS




     Section 14.01 2007-A SUBI Collection Account.



     (a) With respect to the 2007-A 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 2007-A SUBI, the 2007-A SUBI
Collection Account, which account shall constitute a SUBI Collection Account. The 2007-A SUBI
Collection Account initially shall be established with U.S. Bank, as Trust Agent, so long as the
Trust Agent has the Required Deposit Rating. If the Trust Agent at any time does not have the
Required Deposit Rating, the Servicer shall, with the assistance of the Trust Agent, as necessary,
cause such 2007-A SUBI Collection Account to be moved as described in Section 4.02(a) of
the Titling Trust Agreement. The 2007-A SUBI Collection Account shall relate solely to the 2007-A
SUBI and the 2007-A SUBI Assets, and funds therein shall not be commingled with any other monies,
except as otherwise provided for in, or contemplated by, the SUBI Trust
Agreement or in the Servicing Agreement. All deposits into the 2007-A SUBI Collection Account
shall be made as described in the Servicing Agreement.




SUBI Supplement





8









 





     (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 2007-A SUBI
Collection Account as set forth in the 2007-A Servicing Supplement.



     (c) Any transfer of funds to a Holder of a 2007-A SUBI Certificate shall be made as directed
pursuant to the Basic Documents.



     Section 14.02 2007-A Reserve Account.



     (a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the
Issuing Entity, shall on or prior to the Closing Date establish and maintain the Reserve Account
(i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero and the payment in
full of the Swap Termination Payments to the Swap Counterparty under the Interest Rate Swap
Agreement, 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 2007-A SUBI Supplement.



     Section 14.03 Investment of Monies in 2007-A SUBI Accounts. All amounts held in the
2007-A SUBI Collection Account and the Reserve Account shall be invested in Permitted Investments
in accordance with Section 4.02(a) of the Titling Trust Agreement. Any investment earnings
on the 2007-A 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 2007-A SUBI Supplement, to the extent that it relates solely to the 2007-A
SUBI, may be amended in accordance with this Section 15.01.



     (b) Any term or provision of this 2007-A 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 Swap Counterparty, the Trust Certificateholder,
the Indenture Trustee or the Owner Trustee shall require the prior written





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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 Swap Counterparty,
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 2007-A SUBI
Supplement may be amended by the parties hereto without the consent of any of the Noteholders or
any other Person to add, modify or eliminate any provisions as may be necessary or advisable in
order to comply with or obtain more favorable treatment under or with respect to any law or
regulation or any accounting rule or principle (whether now or in the future in effect); it being a
condition to any such amendment that the Rating Agency Condition shall have been satisfied and the
Officer’s Certificate described in Section 15.01(b)(i)(B) is delivered to the Indenture Trustee.



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



     (f) Not less than 15 days prior to the execution of any amendment to this 2007-A 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 2007-A SUBI
Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Swap
Counterparty, the Issuing Entity, the Trust Certificateholder, the Indenture Trustee and the Owner
Trustee.



     (g) Prior to the execution of any amendment to this 2007-A 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 Issuing Entity.





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     (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 2007-A SUBI Supplement shall be created under and
governed by and construed under the internal laws of the State of Delaware, without reference to
its conflicts of law provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.



     Section 15.03 Notices. The notice provisions of Section 8.03 of the Titling
Trust Agreement shall apply equally to this 2007-A SUBI Supplement. A copy of each notice or other
writing required to be delivered to the Trustee pursuant to the SUBI Trust Agreement also shall be
delivered to (i) the Owner Trustee at Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate
Trust Administration; (ii) the Servicer at BellSouth Tower, 333 Commerce Street, 10th
Floor, B-10-C, Nashville, Tennessee 37201-1800 (telecopier no. (615) 725-1720), Attention:
Treasurer; (iii) the Trust Agent at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604,
Attention: NILT Inc. (telecopier 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 2007-A SUBI Supplement (including any amendment hereto)
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of
this 2007-A SUBI Supplement, as the same may be amended, and shall in no way affect the validity or
enforceability of the other provisions of the SUBI Trust Agreement or of the 2007-A SUBI
Certificate or the rights of the Registered Pledgees thereof. To the extent permitted by applicable
law, the parties hereto waive any provision of law that renders any covenant, agreement, provision,
or term of this 2007-A SUBI Supplement invalid or unenforceable in any respect.



     Section 15.05 Effect of Supplement on Titling Trust Agreement.



     (a) Except as otherwise specifically provided herein or unless the context otherwise requires,
(i) the parties hereto shall continue to be bound by all provisions of the Titling Trust Agreement,
(ii) all references in the Titling Trust Agreement to the Titling Trust Agreement shall be to the
SUBI Trust Agreement and (iii) the provisions set forth herein shall operate either as additions to
or modifications of the existing obligations of the parties under the Titling Trust Agreement, as
the context may require. In the event of any conflict between this 2007-A SUBI Supplement and the
Titling Trust Agreement in respect of the 2007-A SUBI, the provisions of this 2007-A SUBI
Supplement shall prevail with respect to the 2007-A SUBI only.




SUBI Supplement





11









 





     (b) For purposes of determining the obligations of the parties hereto under this 2007-A SUBI
Supplement with respect to the 2007-A SUBI, except as otherwise indicated by
the context, general references in the Titling Trust Agreement to (i) a SUBI Account shall be
deemed to refer more specifically to a 2007-A SUBI Account, (ii) a SUBI shall be deemed to refer
more specifically to the 2007-A SUBI, (iii) a SUBI Collection Account shall be deemed to refer more
specifically to the 2007-A SUBI Collection Account, (iv) a SUBI Asset shall be deemed to refer more
specifically to a 2007-A SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more
specifically to this 2007-A SUBI Supplement and (vi) a Servicing Supplement shall be deemed to
refer more specifically to the 2007-A Servicing Supplement.



     Section 15.06 No Petition. Each of the parties hereto and each Holder of a 2007-A SUBI
Certificate, and each Registered Pledgee, by acceptance of a 2007-A SUBI Certificate, covenants and
agrees that prior to the date that is one year and one day after the date upon which all
obligations under each Securitized Financing have been paid in full, it will not institute against,
or join any other Person in instituting against the Grantor, the Depositor, the Trustee, the
Titling Trust, the Issuing Entity , any Special Purpose Affiliate or any Beneficiary, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding
under any federal or state bankruptcy or similar law. This Section shall survive the complete or
partial termination of this 2007-A SUBI Supplement, the resignation or removal of the Trustee under
the SUBI Trust Agreement and the complete or partial resignation or removal of the Servicer under
the SUBI Trust Agreement or the Servicing Agreement.



[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 2007-A SUBI Supplement to be
duly executed by their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	NILT TRUST, as Grantor and UTI Beneficiary

 	 
	 	By:  	 U.S. BANK NATIONAL ASSOCIATION,
 	 
	 	 	as Managing Trustee 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                     /s/ Patricia M. Child
 	 
	 	 	Name:  	Patricia M. Child 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer

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



	 	 	 	 	 
	 	NILT, INC., as Trustee

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



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Delaware Trustee

 	 
	 	By:  	/s/ 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 	 
	 




SUBI Supplement






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     Receipt of this original counterpart of this 2007-A SUBI Supplement is hereby acknowledged on
this 31st day of July, 2007.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
 	 
	 
	 	By:  	/s/ Patricia M. Child
 	 
	 	 	Name:  	Patricia M. Child 	 
	 	 	Title:  	Vice President 	 
	 





SUBI Supplement






S-2









 





EXHIBIT A




SCHEDULE OF 2007-A LEASES AND 2007-A VEHICLES





SUBI Supplement





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EXHIBIT B




FORM OF 2007-A SUBI CERTIFICATE




THIS 2007-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED

EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN




NISSAN — INFINITI LT




2007-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE





evidencing a fractional undivided interest in the 2007-A SUBI Assets of
Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory
Trust Act (the “Titling Trust”).




(This Certificate does not represent any interest in the UTI Assets or any Other
SUBI Assets of the Issuing Entity or an obligation, of, or interest in, NILT Trust,
Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective
Affiliates.)




THIS 2007-A SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY
LAW. THE HOLDER HEREOF, BY PURCHASING THIS 2007-A SUBI CERTIFICATE, AGREES THAT THIS 2007-A
SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.



     THIS 2007-A SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF
(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS
DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS
SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN
THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE
FOREGOING. IF THIS 2007-A SUBI CERTIFICATE (OR ANY INTEREST HEREIN) IS PURCHASED OR HELD BY A
GOVERNMENTAL PLAN, FOREIGN PLAN OR ANY OTHER PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS





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SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT
SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS
2007-A SUBI CERTIFICATE (OR ANY INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED
TRANSACTION UNDER, OR A VIOLATION OF, SIMILAR LAW.



No. R-___



evidencing a 100% interest in all 2007-A SUBI Assets (as defined below).




     This 2007-A Special Unit of Beneficial Interest Certificate does not represent an interest in
or obligation of Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective
affiliates.



     THIS CERTIFIES THAT ___is the registered owner of a nonassessable, fully-paid,
100% beneficial interest in the 2007-A 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 2007-A SUBI Certificate, and is issued under and is
subject to the terms, provisions and conditions of the Titling Trust Agreement and the 2007-A SUBI
Supplement thereto, dated as of July ___, 2007 (the “2007-A SUBI Supplement” and, together with the
Titling Trust Agreement, the “SUBI Trust Agreement”). Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated
as of July ___, 2007, by and among Nissan Auto Lease Trust 2007-A, as issuer, (the “Issuing
Entity”) 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 2007-A SUBI Certificate, the Holder hereof assents to the
terms and conditions of the SUBI Trust Agreement and agrees to be bound thereby. A summary of
certain of the pertinent provisions of the SUBI Trust Agreement is set forth below.



     The assets of the Titling Trust allocated to the 2007-A SUBI will generally consist of (i)
cash capital, (ii) the 2007-A Leases (iii) the 2007-A Vehicles, (iv) certain related Trust Assets
and (v) all of the Titling Trust’s rights thereunder, including the right to proceeds arising
therefrom or in connection therewith.



     Under the Titling Trust Agreement, from time to time the UTI Beneficiary may direct the
Trustee to issue to or upon the order of the UTI Beneficiary one or more certificates (each, a
“SUBI Certificate”) representing a beneficial interest in certain specified Leased
Vehicles,





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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 2007-A SUBI
Supplement and represents a 100% beneficial interest in the 2007-A SUBI Assets.



     The UTI and the 2007-A SUBI shall each constitute a separate series of the Titling Trust
pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act for which separate and distinct
records shall be maintained. The 2007-A SUBI Certificate and the interest in the 2007-A SUBI
represented thereby constitutes a “security” within the meaning of Section 8-102(a)(15) of the
Delaware UCC and a “certificated security” within the meaning of Section 8-102(a)(4) of the
Delaware UCC.



     The 2007-A SUBI Supplement may be amended by the parties thereto upon the terms and subject to
the conditions set forth in the 2007-A SUBI Supplement.



     The Holder, by acceptance of this 2007-A SUBI Certificate, covenants and agrees that prior to
the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against, the Grantor, the Depositor, the Trustee, the Titling Trust, the
Issuing Entity , any Beneficiary, any Special Purpose Affiliate, any bankruptcy, reorganization,
arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state
bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement,
the resignation or removal of the 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 2007-A SUBI as 2007-A SUBI Assets and those proceeds or assets derived from or earned by such
2007-A SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate
evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that,
notwithstanding the waiver contained in clause (i), may be determined to exist.



     The Trustee shall keep the certificate register with respect to this 2007-A SUBI Certificate,
and the Holder of this 2007-A SUBI Certificate shall notify the Trustee of any change of address or
instructions on the distribution of funds.



     The 2007-A SUBI shall be deemed dissolved solely with respect to the 2007-A SUBI Assets, and
not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the
Trustee by the Holder of the 2007-A SUBI Certificate to revoke and dissolve the 2007-A SUBI. So
long as the Notes are outstanding, the 2007-A SUBI shall not be dissolved except (a) as required by
law or (b) at the direction of the Holder of the 2007-A 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 2007-A SUBI Certificate to dissolve the 2007-A SUBI in accordance
with the provisions of the Indenture. Upon such dissolution of the Titling Trust with respect to
the 2007-A SUBI and delivery of the 2007-A SUBI Certificate to the Trustee for





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cancellation, the Trustee shall distribute to the Holder of the 2007-A SUBI Certificate or its
designee all 2007-A SUBI Assets and shall cause the Certificates of Title to the 2007-A Vehicles to
be issued in the name of, or at the direction of, the Holder of the 2007-A SUBI Certificate (which
may include reallocation of the 2007-A SUBI Assets relating to the 2007-A Vehicles to the UTI). The
Holder of the 2007-A SUBI Certificate to whom such 2007-A SUBI Assets relating to the 2007-A
Vehicles are distributed shall pay or cause to be paid all applicable titling and registration fees
and taxes.



     The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set
forth in the SUBI Trust Agreement.



     No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in
the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by
applicable law, any such purported transfer or assignment other than as so specified shall be
deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding 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 2007-A SUBI Certificate shall be governed by and construed under the internal laws of the
State of Delaware, without reference to its conflicts of law provisions.



     Unless this 2007-A SUBI Certificate shall have been executed by an authorized officer of the
Trustee, by manual signature, this 2007-A SUBI Certificate shall not entitle the holder hereof to
any benefit under the SUBI Trust Agreement or be valid for any purpose.





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     IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not in its individual
capacity, has caused this 2007-A SUBI Certificate to be duly executed.



     Dated: ___, 2007



	 	 	 	 	 
	 	NISSAN-INFINITI LT

 	 
	 	By:  	   NILT, INC.,
 	 
	 	 	as Trustee 	 
	 	 	 	 
	 



(SEAL)




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     ATTEST:



                                             



     This is the 2007-A SUBI Certificate referred to in the within-mentioned Supplement.



	 	 	 	 	 
	 	NILT, INC., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 





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     FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto _________
the within 2007-A SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and
appointing _________as attorney to transfer said 2007-A SUBI Certificate on the books of the
certificate registrar, with full power of substitution in the premises.



	 	 	 	 	 
	 	 	 
	Dated:  	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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