exv10w3



 





Exhibit 10.3



 




NISSAN-INFINITI LT,

as Titling Trust,




NILT TRUST,

as UTI Beneficiary,




and




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,



 




2007-A

SERVICING SUPPLEMENT




Dated as of July 31, 2007



 




      


 














 





	 	 	 	 	 	 	 
	ARTICLE SEVEN
	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 7.01
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	Section 7.02
	 	Interpretative Provisions	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT
	 	SERVICING OF THE 2007-A LEASES AND 2007-A VEHICLES	 	 	2	 
	 
	 	 	 	 	 	 
	Section 8.01
	 	Identification of 2007-A Leases and 2007-A Vehicles; Securitization Value	 	 	2	 
	 
	 	 	 	 	 	 
	Section 8.02
	 	Reallocation and Repurchase of 2007-A Leases and 2007-A Vehicles; Purchase of Matured Vehicles	 	 	2	 
	 
	 	 	 	 	 	 
	Section 8.03
	 	Collections and Payment Date Advance Reimbursement	 	 	4	 
	 
	 	 	 	 	 	 
	Section 8.04
	 	Net Deposits	 	 	5	 
	 
	 	 	 	 	 	 
	Section 8.05
	 	Servicing Compensation	 	 	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	 	 	11	 
	 
	 	 	 	 	 	 
	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 2007-A Servicing Supplement to Other Trust Documents	 	 	13	 
	 
	 	 	 	 	 	 
	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	 	 	14	 






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	Section 9.12
	 	No Recourse	 	 	14	 
	 
	 	 	 	 	 	 
	EXHIBITS
	 	 	 	 	 	 
	Exhibit A
— Schedule of 2007-A Leases and 2007-A Vehicles
	 	 	A-1	 
	 
	 	 	 	 	 	 
	Exhibit B
— Form of Settlement Statement
	 	 	B-1	 
	 
	 	 	 	 	 	 
	SCHEDULES
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






    Schedule A - Regulation AB Representations,
Warranties and Covenants




ii









 





2007-A SERVICING SUPPLEMENT




     This 2007-A Servicing Supplement, dated as of July 31, 2007 (as amended, supplemented or
otherwise modified, this “2007-A Servicing Supplement”), is among Nissan-Infiniti LT, a
Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust, as
grantor and initial beneficiary of the Titling Trust (in such capacities, the “Grantor” and
the “UTI Beneficiary,” respectively), and Nissan Motor Acceptance Corporation, a California
corporation (“NMAC”), as servicer (the “Servicer”).



RECITALS




     A. The Grantor and UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling Trust
(the “Trustee”), Wilmington Trust Company, as Delaware trustee, and U.S. Bank National
Association (“U.S. Bank”), as trust agent, have entered into the Amended and Restated Trust
and Servicing Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”),
pursuant to which the Titling Trust was created to, among other things, take assignments and
conveyances of and hold in trust various assets (the “Trust Assets”);



     B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999
(the “Basic Servicing Agreement” and, as supplemented hereby, the “Servicing
Agreement”), which provides for certain servicing obligations with respect to the Trust Assets;
and



     C. The parties acknowledge that in connection with the execution of the 2007-A SUBI Supplement
to the Titling Trust Agreement, dated as of July 31, 2007 (the “2007-A SUBI Supplement”,
and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), pursuant to
which a special unit of beneficial interest in the Titling Trust (the “2007-A SUBI”) will
be created, it is necessary and desirable to enter into a supplemental agreement to the Basic
Servicing Agreement providing for specific servicing obligations in connection with the Trust
Assets allocable to the 2007-A SUBI.



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



ARTICLE SEVEN

DEFINITIONS




     Section 7.01 Definitions. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of July 31,
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, 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).



 









 





     Section 7.02 Interpretative Provisions. For all purposes of this 2007-A Servicing
Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i)
terms used in this 2007-A Servicing Supplement include, as appropriate, all genders and the plural
as well as the singular, (ii) references to this 2007-A Servicing Supplement include all Exhibits
hereto, (iii) references to words such as “herein”, “hereof”, and the like shall refer to this
2007-A Servicing Supplement as a whole and not to any particular part, Article, or Section herein,
(iv) references to an Article or Section such as “Article Eight” or “Section 8.01” shall refer to
the applicable Article or Section of this 2007-A Servicing Supplement, (v) the term “include” and
all variations thereof shall mean “include without limitation”, (vi) the term “or” shall include
“and/or”, (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (viii)
in the computation of a period of time from a specified date to a later specified date, the word
“from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding”
and (ix) the phrase “Trustee on behalf of the Trust,” or words of similar import, shall, to the
extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust
Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust.



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



ARTICLE EIGHT




SERVICING OF THE 2007-A LEASES AND 2007-A VEHICLES




     Section 8.01 Identification of 2007-A Leases and 2007-A Vehicles; Securitization
Value. The Servicer hereby identifies as 2007-A SUBI Assets the Leased Vehicles and the Leases
relating to such Leased Vehicles more particularly described in the Schedule of 2007-A Leases and
2007-A Vehicles (respectively, the “2007-A Vehicles” and the “2007-A Leases”). The
Servicer shall calculate the Securitization Value for each 2007-A Lease as of the Cutoff Date.



     Section 8.02 Reallocation and Repurchase of 2007-A Leases and 2007-A Vehicles; Purchase of
Matured Vehicles.



     (a) (i) If the Servicer grants a lease term extension of more than 6 months or an extension
that extends beyond the Final Scheduled Payment Date for the Class A — 4 Notes, with respect to any
2007-A Lease, the Servicer shall, on the related Deposit Date, (A) deposit or cause to be deposited
into the 2007-A SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct
the Trustee to either reallocate such 2007-A Lease and the related 2007-A Vehicle from the 2007-A
SUBI to the UTI or cause such 2007-A Lease and 2007-A Vehicle to be conveyed to the Servicer; and
(ii) if a Lessee changes the domicile of or title to a



2









 




2007-A Vehicle and such change would be likely to result in the Titling Trust doing business
in a Restricted Jurisdiction, the Titling Trust, or the Trustee on behalf of the Titling Trust,
shall, as an obligation of the Titling Trust and at the direction of the Servicer, on the related
Deposit Date, (A) deposit or cause to be deposited into the 2007-A SUBI Collection Account, from
amounts held by the Titling Trust, an amount equal to the Repurchase Payment and (B) either
reallocate such 2007-A Lease and the related 2007-A Vehicle from the 2007-A SUBI to the UTI or
cause such 2007-A Lease and 2007-A Vehicle to be conveyed to the Servicer.




     (b) The Servicer hereby makes to the other parties hereto and the parties to the SUBI Trust
Agreement the representations and warranties contained in Section 2.06(a) of the Basic
Servicing Agreement as to each 2007-A Lease and 2007-A Vehicle as of the Vehicle Representation
Date. The Servicer also hereby represents and warrants that (i) each 2007-A Lease is an 2007-A
Eligible Lease and (ii) it used no adverse selection procedures in selecting any of the 2007-A
Leases or any of the 2007-A Vehicles for allocation to the 2007-A 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 2007-A Lease or
2007-A Vehicle, the entity discovering such incorrectness (if other than the Servicer) shall give
prompt written notice to the Servicer. If the Servicer does not cure in all material respects the
circumstance or condition with respect to which the representation or warranty was incorrect as of
the Cutoff Date prior to the end of the Collection Period which includes the 60th day
(or, if the Servicer elects, an earlier date) after the date that the Servicer discovers such
incorrectness (whether pursuant to such notice or otherwise), then the Servicer shall (i) deposit
(or cause to be deposited) into the 2007-A 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 2007-A Lease and the related 2007-A Vehicle from the 2007-A
SUBI to the UTI or cause such 2007-A Lease and 2007-A Vehicle to be conveyed to the Servicer.



     (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle,
the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 2007-A SUBI to the
UTI for purposes of implementing NMAC’s like kind exchange program. In connection with such
reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited into the 2007-A SUBI
Collection Account the Reallocation Payments no later than two Business Days after such
reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to
retain the Reallocation Payments received during a Collection Period until such amounts are
required to be disbursed on the next Payment Date. Upon receipt of the Reallocation Payments, the
2007-A 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 2007-A
Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales
Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the
Securitization Value of such 2007-A Lease as of the date of expiration and (ii) a Sales Proceeds
Advance has been made, (a) the purchase price will equal the amount of the Sales Proceeds Advance,
(b) no additional amounts need be remitted by the Servicer, and (c) the Servicer shall be deemed to
have been reimbursed for such Sales Proceeds Advance.



3









 





     (e) If any 2007-A Lease and the related 2007-A Vehicle are reallocated to the UTI, until such
time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the
Servicer shall indemnify, defend and hold harmless the Related Beneficiaries and the Trust from and
against any and all loss or liability with respect to or resulting from such 2007-A Lease or 2007-A
Vehicle (including the reasonable fees and expenses of counsel).



     (f) Notwithstanding Section 2.11(a) of the Basic Servicing Agreement, and subject to
Section 2.11(b) of the Basic Servicing Agreement, the Servicer shall use commercially reasonable
efforts in accordance with its Customary Servicing Practices to sell or otherwise dispose of any
Matured Vehicle not purchased by the Lessee and to repossess or recover and sell or otherwise
disposes of any Liquidated Vehicle.



     Section 8.03 Collections and Payment Date Advance Reimbursement.




     (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 2007-A
SUBI Certificate, from time to time, determine the respective amounts and recipients and:




     (i) during each Collection Period, in addition to the deposits required by Section
2.07 of the Basic Servicing Agreement, deposit into the 2007-A SUBI Collection Account
all Repurchase Payments pursuant to Section 8.02(a) and Section 8.02(b), and
any Reallocation Payments pursuant to Section 8.02(c) and promptly upon receipt, all
Net Swap Receipts and Swap Termination Payments received from the Swap Counterparty under
the Interest Rate Swap Agreement;




     (ii) on, or prior to each Deposit Date, deposit into the 2007-A SUBI Collection Account
all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the
Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of
a Matured Vehicle at auction for which the Servicer was reimbursed during the related
Collection Period pursuant to Section 8.06; and




     (iii) on each Payment Date, pursuant to the related Payment Date Certificate, allocate
Available Funds on deposit in the 2007-A SUBI Collection Account with respect to the related
Collection Period and instruct the Trustee (acting through the Trust Agent) to make, no
later than 11:00 a.m., New York City time, or such other time as may be agreed to by the
applicable parties, the following deposits and distributions in the following amounts and
order of priority:




     (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in
respect of 2007-A Vehicles that were sold during the related Collection Period
(other than a sale to the Servicer pursuant to Section 8.02(d)(ii)), and
(y) that have been outstanding as of the end of that Collection Period for
at least 90 days and (2) Monthly Payment Advances as to which the related Lessee has
made all or a portion of the advanced Monthly Payment or that have been outstanding
as of the end of the Collection Period for at least 90 days (collectively, the
“Payment Date Advance Reimbursement”);



4









 






     (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;




     (C) to the Swap Counterparty, the Net Swap Payment, if any; and




     (D) to the Note Distribution Account, the Reserve Account and Certificate
Distribution Account, such distributions in the amounts and order of priority as set
forth in Sections 8.04(a) and 10.01 of the Indenture.



     (b) Notwithstanding Section 8.03d(b) hereof, the Servicer shall be permitted to retain
the amounts provided for in such subsection 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 2007-A 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 2007-A SUBI Collection Account, SUBI Collections may be employed by
the Servicer at its own risk and for its own benefit and shall not be segregated from its own
funds.



     (d) Notwithstanding Section 2.07(a) of the Basic Servicing Agreement, the Servicer
shall use commercially reasonable efforts in accordance with its Customary Servicing Practices to
(i) collect all payments required under each Lease and (ii) cause each Lessee to make all payments
required under its Lease, accompanied by an invoice, payment coupon or electronic funds transfer
notice bearing the lease number to which such payment relates.



     Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this
2007-A Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted
to deposit into the 2007-A SUBI Collection Account only the net amount distributable to the Trust,
as holder of the 2007-A SUBI Certificate on the related Deposit Date. The Servicer shall, however,
account to the Trust, the Trustee, the Trust Agent, the Indenture Trustee (or any
successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the
Securities as if all of the deposits and distributions described herein were made individually.



5









 





Section 8.05 Servicing Compensation.




     (a) As compensation for the performance of its obligations under the Servicing Agreement, the
Servicer shall be entitled to receive the Servicing Fee.



     (b) The Servicer shall also be entitled to additional servicing compensation with respect to
the 2007-A SUBI Assets in the form of, among other things, Administrative Charges to the extent not
required for the payment of insurance premiums, taxes, or similar charges allocable to the 2007-A
Leases.



     Section 8.06 Advances.



     (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the
Servicer shall make, by deposit into the 2007-A SUBI Collection Account on the related Deposit
Date, a Monthly Payment Advance, unless such Advance is not required to be made pursuant to
Section 8.06(c).



     (b) On each Deposit Date, the Servicer shall make, by deposit into the 2007-A SUBI Collection
Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to
Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a
Matured Vehicle, the Trust shall have no claim against or interest in such Matured Vehicle or any
Net Auction Proceeds resulting from the sale or other disposition thereof, except with respect to
any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of a Matured
Vehicle after having made a Sales Proceeds Advance, the Trust may retain all of such Sales Proceeds
Advance, and the Servicer shall retain the related Net Auction Proceeds up to the Securitization
Value of the related 2007-A Lease, and shall deposit the Residual Value Surplus, if any, into the
2007-A SUBI Collection Account. If the Net Auction Proceeds are less than the Securitization Value
of the related 2007-A 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 2007-A SUBI Collection Account. Within six months of receiving such
reimbursement, if the related 2007-A Vehicle has not been sold, the Servicer shall, if permitted by
applicable law, cause such 2007-A Vehicle to be sold at auction and shall remit the proceeds
associated with such auction sale to the 2007-A SUBI Collection Account.



     (c) Notwithstanding anything to the contrary in the Servicing Agreement, the Servicer shall be
required to make an Advance only to the extent that it determines that such Advance will be
recoverable from future payments on or in respect of the related 2007-A Lease or 2007-A Vehicle.



     Section 8.07 Third Party Claims. In addition to the requirements set forth in
Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the
Depositor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any
successor to the



6









 







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 2007-A SUBI Assets.



     Section 8.08 Contingent and Excess Liability Insurance Policy. So long as any
Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect
to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess
Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides
coverage against third party claims that may be raised against the Titling Trust, the Trustee on
behalf of the Titling Trust or the Trust in an amount at least equal to $1 million combined single
limit per occurrence and excess coverage of at least $15 million combined single limit each
occurrence and in the aggregate, without limit on the number of occurrences in any policy period
(which Insurance Policy may be a blanket Insurance Policy covering the Servicer and one or more of
its Affiliates) and (ii) 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 2007-A Leases.



     (b) On the tenth calendar day of each month (or, if the 10th 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 Servicer, beginning with June 30, 2008, 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, beginning
with June 30, 2008, 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 Issuing
Entity’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 servicers of
comparable assets or which otherwise comply with any note, regulation, “no action” letter or
similar guidelines promulgated by the Commission.



7









 





     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 Issuing Entity, beginning June 30, 2008, (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 Items 1122 and 1123 of Regulation AB, as of and for the period ending the
end of each fiscal year of the Issuing Entity (the “Servicer’s Assessment Report”) and such
Servicer’s Assessment Report will identify any material instance of noncompliance 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 Notes to March 31, 2008), 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 June 30, 2008, 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.



8









 





     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 2007-A SUBIs:




     (i) the Servicer fails to deliver, or cause to be delivered, any required payment to
the Indenture Trustee for distribution to the Noteholders or to the Owner Trustee for
distribution to the Trust Certificateholders, 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 Section
8.12(a), which failure materially and adversely affects the rights of a Holder of the
2007-A 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 2007-A 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



9









 








     (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 2007-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their
entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and
(ii) any Servicer Default with respect to the 2007-A SUBI shall not constitute a Servicing Default
with respect to any other Sub-Trust and any Servicing Default (as such term is defined in the Basic
Servicing Agreement) with respect to any other Sub-Trust shall constitute a Servicer Default (as
such term is defined in the Basic Servicing Agreement) only with respect to such Sub-Trust and not
with respect to the 2007-A 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 2007-A SUBI
Certificate), shall provide to the Indenture Trustee and the Owner Trustee prompt notice of any (i)
Servicer Default or (ii) event or condition that, with the giving of notice or the passage of time,
or both, would become a Servicer Default, accompanied in each case by a description of the nature
of the default and the Servicer’s efforts to remedy the same.



     (c) In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement,
if a Servicer Default shall have occurred and is continuing with respect to the 2007-A SUBI, the
Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related Holders,
by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the
Rated Securities, terminate the rights and obligations of the Servicer under this 2007-A Servicing
Supplement in accordance with such Section. In the event that the Servicer is removed as servicer
with respect to servicing the 2007-A SUBI Assets, subject to the consent of the Trustee, the
Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept
its appointment by a written assumption in a form acceptable to the Trustee. Such successor
Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld.
Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with
respect to any Servicer Default related to the 2007-A SUBI Assets, the Trustee, acting on the
direction of the Required Related Holders, may waive any default of the Servicer in the performance
of its obligations under the Servicing Agreement and its consequences with respect to the 2007-A
SUBI and, upon any such waiver, such default shall cease to exist and any Servicer Default arising
therefrom shall be deemed to have been remedied for every purpose of the Servicing Agreement. No
such waiver shall extend to any subsequent or other default or



10









 







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 2007-A SUBI Certificates), acting at the direction of the Required
Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the
Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust
Certificates owned by the Trust, the 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 2007-A SUBI Assets, the Servicer
shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2007-A
Servicing Supplement, to the extent of the funds available therefor with respect to all Advances
made by the Servicer.



     Section 8.13 Servicer Representations and Warranties. Effective as of the date hereof,
the Servicer hereby reaffirms the representations and warranties set forth in Section
2.06(a) and Section 5.01 of the Basic Servicing Agreement, except that references to
“this Agreement” shall be deemed to refer to the Servicing Agreement, as such term is defined
herein.



     Section 8.14 Compliance with Regulation AB. The Servicer agrees to perform all duties
and obligations applicable to or required of the Issuing Entity set forth in Schedule A attached
hereto and made a part hereof in all respects and makes the representations and warranties therein
applicable to it.



ARTICLE NINE




MISCELLANEOUS




     Section 9.01 Termination of Servicing Supplement. This 2007-A Servicing Supplement
shall terminate upon the earlier to occur of (i) the termination of the 2007-A SUBI or (ii) the
resignation or removal of the Servicer with respect to the 2007-A SUBI in accordance with the terms
of the Servicing Agreement. Any such termination hereunder shall effect a termination only with
respect to the 2007-A SUBI Assets and not as to Trust Assets allocated to any other Sub-Trust, and
shall not effect a termination of the Basic Servicing Agreement or any other supplement to the
Basic Servicing Agreement.



     Section 9.02 Governing Law. This 2007-A Servicing Supplement shall be governed by and
construed in accordance with the internal laws of the State of California, without regard to any
otherwise applicable principles of conflict of laws.



     Section 9.03 Amendment.



     (a) Notwithstanding any provision of the Basic Servicing Agreement, the Basic Servicing
Agreement, as supplemented by this 2007-A SUBI Servicing Supplement, to the extent that it relates
solely to the 2007-A SUBI and the 2007-A SUBI Assets, may be amended in accordance with this
Section 9.03.



11









 





     (b) Any term or provision of this 2007-A 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, the Swap Counterparty or the Owner Trustee shall be deemed
to have been given if the Servicer does not receive a written objection from such Person within 10
Business Days after a written request for such consent shall have been given. The Titling Trustee
and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Titling Trustee’s or the Indenture Trustee’s own rights, duties, liabilities or
immunities under this Agreement or otherwise.



     (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or
principal amount of any Note, or change the due date of any installment of principal of or interest
in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of
such Note, (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 or (iii) materially and
adversely affect the rights or obligations of the Swap Counterparty under this Servicing Supplement
unless the Swap Counterparty shall have consented in writing to such amendment (and such consent
shall be deemed to have been given if the Swap Counterparty does not object in writing within ten
(10) Business Days after receipt of a written request for such consent).



     (d) Notwithstanding anything herein to the contrary, any term or provision of this 2007-A 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.



12









 





     (f) Not less than 15 days prior to the execution of any amendment to this 2007-A SUBI
Servicing Supplement, the Servicer shall provide each Rating Agency, the Trust Certificateholder,
the Depositor, the Owner Trustee, the Swap Counterparty and the Indenture Trustee with written
notice of the substance of such amendment. No later than 10 Business Days after the execution of
any amendment to this 2007-A SUBI Servicing Supplement, the Servicer shall furnish a copy of such
amendment to each Rating Agency, the Trust Certificateholder, Titling Trustee, the Delaware
Trustee, the Indenture Trustee, the Swap Counterparty 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 2007-A Servicing Supplement to Other Trust
Documents. Unless the context otherwise requires, this 2007-A Servicing Supplement and the
other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and
thereof. In the event of any actual conflict between the provisions of this 2007-A Servicing
Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets,
the provisions of this 2007-A Servicing Supplement shall prevail and (ii) the Basic Servicing
Agreement, the provisions of this 2007-A Servicing Supplement shall control.



     Section 9.05 Binding Effect. The provisions of this 2007-A Servicing Supplement shall
be binding upon and inure to the benefit of the parties hereto and their permitted successors and
assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the
Trust.



     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 2007-A Servicing Supplement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same instrument.



     Section 9.08 Further Assurances. Each party will do such acts, and execute and deliver
to any other party such additional documents or instruments, as may be reasonably requested in
order to effect the purposes of this 2007-A Servicing Supplement and to better assure and confirm
unto the requesting party its rights, powers, and remedies hereunder.



     Section 9.09 Third-Party Beneficiaries. The Trust, each Holder of the 2007-A SUBI,
each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of the
Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person
shall have any rights hereunder. For purposes of the Servicing Agreement, this Section
replaces Section 6.12 of the Basic Servicing Agreement in its entirety.



13









 





     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 2007-A
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 Issuing Entity, any other Special Purpose Affiliate
or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation
Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This Section
shall survive the complete or partial termination of this 2007-A Servicing Supplement and the
complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement, the
Basic Servicing Agreement or this 2007-A Servicing Supplement.



     Section 9.12 No Recourse.



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



     (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is
executed and delivered by NILT, INC., not individually or personally, but solely as Titling Trustee
of Nissan-Infiniti LT, in the exercise of the powers and authority conferred and vested in it, (ii)
each of the representations, undertakings, and agreements herein made on the part of
Nissan-Infiniti LT, is made and intended not as personal representations, undertakings, and
agreements by NILT INC., but is made and intended for the purpose of binding only Nissan-Infiniti
LT, (iii) nothing herein contained shall be construed as creating any liability on NILT, INC.,
individually or personally, to perform any covenant, either expressed or implied, contained herein,
all such liability, if any, being expressly waived by the parties hereto and by any Person



14









 







claiming by, through or under the parties hereto, and (iv) under no circumstances shall NILT,
INC. be personally liable for the payment of any indebtedness or expenses of Nissan-Infiniti LT
under this Agreement or any other related documents.



[Signature Pages to Follow]




15









 





     IN WITNESS WHEREOF, the parties hereto have caused this 2007-A Servicing Supplement to be duly
executed by their respective officers duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	NISSAN-INFINITI LT, as Titling Trust

 	 
	 	By:  	NILT, INC.,
 	 
	 	 	as Trustee 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                       /s/ Patricia M. Child
 	 
	 	 	Name:  	Patricia M. Child 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	NILT TRUST, as UTI Beneficiary

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



	 	 	 	 	 
	 	NISSAN MOTOR ACCEPTANCE

CORPORATION, as Servicer

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



16









 






	 	 	 	 	 



EXHIBIT A




SCHEDULE OF 2007-A LEASES AND 2007-A VEHICLES





 









 





EXHIBIT B




FORM OF SETTLEMENT STATEMENT




 









 





SCHEDULE A




REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS




PART I




DEFINED TERMS




     Section 1.01. As used in this Schedule A, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms
defined); unless otherwise defined herein, terms used in this Schedule A that are defined in the
Agreement to which this Schedule A is attached shall have the same meanings herein as in the
Agreement:



     “Commission”: The United States Securities and Exchange Commission.



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



     “Securities Act”: The Securities Act of 1933, as amended.



PART II




COMPLIANCE WITH REGULATION AB




     Section 2.01. Intent of the Parties; Reasonableness.




     Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer
acknowledges and agrees that the purpose of Part II of this Schedule A is to facilitate compliance
by the Issuing Entity and the Servicer with the provisions of Regulation AB and related rules and
regulations of the Commission.



     Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer
acknowledge that their respective obligations hereunder may be supplemented and modified as
reasonably necessary to be consistent with any amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities markets, in
respect of the requirements of Regulation AB. In addition, each of the Issuing Entity, the
Indenture Trustee, the NILT Trust, NILT and the Servicer shall comply with reasonable requests made
by the Issuing Entity for delivery of additional or different information as the Issuing Entity may
determine in good faith is necessary to comply with the provisions of Regulation AB, provided that
such information is available to such party without unreasonable effort or expense and within such
timeframe as may be reasonably requested.