exv10w1



 





EXHIBIT
10.1




			
	 
	FORM OF AGREEMENT OF DEFINITIONS






AGREEMENT OF DEFINITIONS




by and among




NISSAN MOTOR ACCEPTANCE CORPORATION




NISSAN AUTO LEASING LLC II




NISSAN AUTO LEASE TRUST 200[ ]-[ ]




NISSAN-INFINITI LT




NILT TRUST




NILT, INC.




[WILMINGTON TRUST COMPANY]




[U.S. BANK NATIONAL ASSOCIATION]




Dated as of [                                        ]






 









 








FORM OF AGREEMENT OF DEFINITIONS




     This Agreement of Definitions (as amended, supplemented or otherwise modified, this
“Agreement of Definitions”), dated as of [                                        ], is by and among Nissan Auto Lease Trust 200[
]-[ ], as issuer (the “Issuing Entity”), NILT Trust, a Delaware statutory trust, as
grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI
Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling
Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its
individual capacity, as servicer and as Administrative Agent (in such capacity, the
“Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC
II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation,
as trustee to the Titling Trust (the “Titling Trustee”), [Wilmington Trust Company], a
Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the
“Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank National
Association], a national banking association (“[U.S. Bank]”), as trust agent and indenture
trustee (in such capacity, the “Trust Agent” and the “Indenture Trustee,”
respectively).



RECITALS




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



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



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



     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by
the 200[ ]-[ ] SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the
“200[ ]-[ ] SUBI”);



     E. The parties hereto desire to identify and allocate to the 200[ ]-[ ] SUBI a separate
portfolio of Trust Assets consisting of leases (the “200[ ]-[ ] Leases”) and certain
other related Trust Assets and the vehicles that are leased under the 200[ ]-[ ] Leases (the
“200[ ]-[ ] Vehicles”);



     F. The parties hereto also desire that the Titling Trust issue to NILT Trust a certificate
evidencing a 100% beneficial interest in the 200[ ]-[ ] SUBI (the “200[ ]-[ ] SUBI
Certificate”);



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     G. NILT Trust will sell, transfer and assign the 200[ ]-[ ] SUBI Certificate and the 200[
]-[ ] SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate Transfer
Agreement, dated as of [                                         ] (the “SUBI Certificate Transfer Agreement”). NALL II will
further transfer the 200[ ]-[ ] SUBI Certificate and the 200[ ]-[ ] SUBI Assets evidenced
thereby to the Issuing Entity pursuant to the Trust SUBI Certificate Transfer Agreement, dated as
of [            ] (the “Trust SUBI Certificate Transfer Agreement”).



     H. Pursuant to the Indenture, dated as of [                                         ] (the “Indenture”), by and between the
Issuing Entity and the Indenture Trustee, the Issuing Entity will (i) issue $[                                         ] aggregate
principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[                                         ]
aggregate principal amount of [ ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”),
$[ ] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “Class A-3
Notes”), and $[                                        ] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the
“Class A-4 Notes”, and together with the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes, the “Notes”); and (ii) pledge the 200[ ]-[ ] SUBI Certificate and the 200[
]-[ ] SUBI Assets evidenced thereby to the Indenture Trustee for the benefit of the holders of the
Notes;



     I. The parties hereto also desire to register a pledge of the 200[ ]-[ ] SUBI Certificate to
the Indenture Trustee for the benefit of the holders of the Notes;



     J. The parties hereto have agreed to enter into this Agreement of Definitions in an effort to
establish and agree upon a single set of definitions for any capitalized term used and not
otherwise defined in any documents executed in connection with the 200[ ]-[ ] SUBI if such
document references this Agreement of Definitions.



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



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




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



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



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



     “Accrual Period” means (i) with respect to any Payment Date and the Class A-1 Notes
and the Class A-4 Notes, the period from and including the immediately preceding Payment Date to
but excluding the current Payment Date, or, in the case of the first Payment Date or if no interest
has yet been paid, from and including the Closing Date to, but excluding, such Payment Date and
(ii) with respect to any Payment Date and the Class A-2 Notes and the Class A-3 Notes, the period
from and including the 15th day of the preceding calendar month to but excluding the 15th day of
the month of such Payment Date, or with respect to the first Payment Date, from and including the
Closing Date to, but excluding, the first Payment Date.



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



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



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



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



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



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



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



     “Agreement of Definitions” means this Agreement of Definitions.



     “ALG Residual” means, with respect to any Lease, the expected value of the related
Leased Vehicle at the related Maturity Date calculated by using a residual value estimate produced
by Automotive Lease Guide in [                                        ] 200[ ] as a “mark-to-market” value



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(assuming that the vehicle is in “average” rather than “clean” condition) based on the total
MSRP of the vehicle and all NMAC authorized options, without making a distinction between value
adding options and non-value adding options.




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



     “Assignee-Secured Party” means [U.S. Bank], acting in such capacity under the Control
Agreement.



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



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



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



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



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



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



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



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



     “Back-Up Event” means that a court of competent jurisdiction has made a determination
or ruling that has the effect of allowing realization on the security intended to be provided to
the Indenture Trustee by the Transfer Documents only if such transactions are deemed to constitute
a loan by any or all of the Securityholders, secured directly by a pledge of the 200[ ]-[ ] SUBI
Assets or any interest therein (rather than by the 200[ ]-[ ] SUBI Certificate and the beneficial
interest in the 200[ ]-[ ] SUBI Assets represented thereby).



     “Back-up Security Agreement” means the security agreement, dated as of [                                        ], among
NMAC, the Titling Trust, NILT Trust, the Depositor, the Issuing Entity, and the Indenture Trustee.



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



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



     “Basic Documents” means the Servicing Agreement, the SUBI Trust Agreement, the Trust
Agreement, the Trust Administration Agreement, the Indenture, the SUBI Certificate Transfer
Agreement, the Trust SUBI Certificate Transfer Agreement, the Control Agreement, the Underwriting
Agreement, the Back-up Security Agreement, the 200[
]-[ ] SUBI Certificate, and the Securities.



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



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



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



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



     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in New York, New York; Minneapolis, Minnesota; Wilmington, Delaware;



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Irving, Texas; Nashville, Tennessee or Chicago, Illinois are authorized or obligated by law,
executive order, or government decree to be closed.



     “Calculation Agent” means [U.S. Bank], acting in such capacity under the Indenture.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



     “Class A-3 Notes” has the meaning set forth in the preamble to the Indenture.



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



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



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



     “Class A-4 Notes” means has the meaning set forth in the preamble to the Indenture.



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



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



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



     “Closing Date” means [                                        ].



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     “Code” means the Internal Revenue Code of 1986.



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



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



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



     “Commission” means the Securities and Exchange Commission.



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



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



     “Control Agreement” means the control agreement, dated as of [                    ], among the Issuing
Entity, the Indenture Trustee, as Indenture Trustee and as Secured Party, and [U.S. Bank], as
Securities Intermediary.



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



     “Corporate Trust Office” means the office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office at the date of the
execution of this Indenture is located at [209 South LaSalle Street, Suite 300, Chicago, Illinois
60604]; or at such other address as the Indenture Trustee may designate from time to time by notice
to the Noteholders and the Issuing Entity, or the principal corporate trust office of any successor
Indenture Trustee (the address of which the successor Indenture Trustee shall notify the
Noteholders and the Issuing Entity).



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



     “Customary Servicing Practices” means the customary practices of the Servicer with
respect to Leased Vehicles and Leases held by the Origination Trust, without regard to whether such
Leased Vehicles and Leases have been identified and allocated into a portfolio of Trust Assets
allocated to the 200[ ]-[ ] SUBI or any Other SUBI, as such practices may be changed from time to
time.



     “Cutoff Date” means the close of business on [                     ].



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



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



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



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



     “Definitive Note” means a definitive fully registered Note.



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



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



     “Depositor” means NALL II.



     “Depositor’s Formation Documents” means the Certificate of Formation of Nissan Auto
Leasing LLC II, dated as of [                                         ], 20[ ], and the Limited Liability Company Agreement of Nissan
Auto Leasing LLC II, dated as of [                                        ], 20[ ].



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



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



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



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



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



     “DTC” means The Depository Trust Company.



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     “Early Termination Charge” means, with respect to any 200[ ]-[ ] Lease that is
terminated prior to its Maturity Date, an amount equal to the lesser of (i) the difference, if any,
between (a) the sum of (1) the present value of all remaining Monthly Payments and (2) the Contract
Residual of the related 200[ ]-[ ] Vehicle and (b) a wholesale value assigned to such 200[ ]-[
] Vehicle by the Servicer in accordance with accepted practices in the automobile industry (or by
written agreement between the Servicer, on behalf of the Titling Trust, and the Lessee) and (ii)
the remaining Monthly Payments.



     “Early Termination Purchase Option Price” means, with respect to any 200[ ]-[ ]
Lease that is terminated prior to its Maturity Date, the amount paid by the related Lessee or a
Dealer to purchase the related 200[ ]-[ ] Vehicle.



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



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



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



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “Excess Amounts” means, as of any Payment Date, the amount remaining in the 200[ ]-[
] SUBI Collection Account after the distributions provided for in clauses (i) and (ii) of
Section 8.04(a) of the Indenture have been made.



     “Excess Mileage and Excess Wear and Tear Charges” or “Excess Mileage Fee” means, with
respect to any 200[ ]-[ ] Lease or 200[ ]-[ ] Vehicle, any applicable charge for excess mileage
or excess wear and tear.



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



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



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



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



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



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



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



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



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



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



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



     “Indenture” means the indenture, dated as of [                                        ] between the Issuing Entity and [U.S.
Bank], as Indenture Trustee.



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



     “Indenture Trustee” means [U.S. Bank], as Indenture Trustee under the Indenture.



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



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



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read the definition of “Independent” in this Indenture and that the signer is Independent
within the meaning thereof.



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



     “Initial Class A-1 Note Balance” means $[                                          ].



     “Initial Class A-2 Note Balance” means $[                                          ].



     “Initial Class A-3 Note Balance” means $[                                          ].



     “Initial Class A-4 Note Balance” means $[                                          ].



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



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



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



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



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



     “Initial Trust Certificate Balance” means $[                                         ].



     “Insurance Expenses” with respect to any 200[ ]-[ ] Vehicle, 200[ ]-[ ] Lease or
Lessee, means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii)
released to the related Lessee in accordance with applicable law or the customary servicing
procedures of the Servicer or (iii) representing other related expenses incurred by the Servicer
not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the
Servicer under the SUBI Trust Agreement.



12









 





     “Insurance Policy” means any insurance policy (including any self-insurance),
including any residual value insurance policy, guaranteed automobile protection policy,
comprehensive, collision, public liability, physical damage, personal liability, contingent and
excess liability, accident, health, credit, life, or unemployment insurance or any other form of
insurance or self-insurance, to the extent such insurance policy relates to the 200[ ]-[ ]
Vehicles or the ability of a Lessee to make required payments with respect to the related 200[ ]-[
] Lease.



     “Insurance Proceeds” means, with respect to any 200[ ]-[ ] Vehicle, 200[ ]-[ ]
Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or the Trustee on behalf of the
Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom (including
any self-insurance and amounts collected from a Lessee for amounts of deductibles not covered by
Insurance Policies).



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



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



     “Interest Period” means the Accrual Period with respect to the Class A-4 Notes.



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



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



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



     “Issuing Entity” means Nissan Auto Lease Trust 200[ ]-[ ], until a successor
replaces it and, thereafter, means the successor and for purposes of any provision contained
herein, each other obligor on the Notes.



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



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



13









 





     “Lease Documents” has the meaning set forth in the Basic Servicing Agreement; provided
that such definition shall refer only to lease documents related to Leases allocated to the 200[
]-[ ] Lease SUBI.



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



     “Lessee” means each Person that is a lessee under a Lease, including any Person that
executes a guarantee on behalf of such lessee; provided that such definition shall refer only to
Lessees of Leases allocated to the 200[ ]-[ ] SUBI.



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



     “Lessee Partial Monthly Payment” means, in connection with the payment by a Lessee of
less than 100% of the Monthly Payment due with respect to a 200[ ]-[ ] Lease, the actual amount
paid by the Lessee toward such Monthly Payment.



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



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



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



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




          (b) If fewer than two quotations referred to in clause (a) above are provided, LIBOR
determined on the applicable Interest Determination Date will be the rate calculated by the
Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New
York on the applicable Interest Determination Date by three major banks, which may



14









 






include the Calculation Agent and its affiliates, in New York, selected by the Calculation
Agent for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a
principal amount that is representative for a single transaction in U.S. dollars in that market at
that time.




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




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



     “Liquidated Lease” means a 200[ ]-[ ] Lease that is terminated and charged off by
the Servicer prior to its Maturity Date following a default thereunder.



     “Liquidated Vehicle” means the 200[ ]-[ ] Vehicle related to a Liquidated Lease.



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



     “Liquidation Proceeds” means all amounts received by the Servicer with respect to a
Liquidated Lease and the related Liquidated Vehicle in connection with the attempted realization of
the full amount due or to become due under the 200[ ]-[ ] Lease, including Net Auction Proceeds
related to such Liquidated Vehicle, but excluding Insurance Proceeds.



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



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



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



15









 







material provision of the Basic Documents to which such Person is a party, (iv) the 200[ ]-[
] SUBI Certificate’s beneficial interest in all or any significant portion of the 200[ ]-[ ] SUBI
Assets or the Indenture Trustee’s security interest in the 200[ ]-[ ] SUBI Certificate and all or
any significant portion of the 200[ ]-[ ] SUBI Assets, or (v) the collectibility or the credit
worthiness of all or any significant portion of the 200[ ]-[ ] Leases and the 200[ ]-[ ]
Vehicles, other than, in the case of clauses (i) through (v), such Material Adverse Effect which
are the direct result of actions or omissions of the party seeking relief under any of the Basic
Documents in connection therewith.



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



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



     “Monthly Early Termination Sale Proceeds” means, with respect to a Collection Period,
all (i) amounts paid by Lessees or Dealers with respect to Early Termination Purchase Option Price
payments during such Collection Period and (ii) Net Auction Proceeds received by the Servicer in
such Collection Period for 200[ ]-[ ] Vehicles with respect to which the related 200[ ]-[ ]
Lease was terminated and which were sold in such Collection Period on or after the termination of
the related 200[ ]-[ ] Leases prior to their respective Maturity Dates, reduced by amounts
required to be remitted to the related Lessees under applicable law.



     “Monthly Payment Advance” means, with respect to any 200[ ]-[ ] Lease and any
Collection Period, an amount equal to the difference between the Monthly Payment due and the Lessee
Partial Monthly Payment.



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



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



     “Monthly Remittance Condition” has the meaning set forth in Section 8.03(b) of
the 200[ ]-[ ] Servicing Supplement.



     “Monthly Scheduled Termination Sale Proceeds” means, with respect to a Collection
Period, all (i) amounts paid by Lessees or Dealers in the event that either the Lessee or a Dealer
elects to purchase a 200[ ]-[ ] Vehicle for its Contract Residual following a termination of the
related 200[ ]-[ ] Lease at its Maturity Date and (ii) Net Auction Proceeds received by the
Servicer in such Collection Period for 200[ ]-[ ] Vehicles which matured and were sold in such
Collection Period on or after the termination of the related 200[ ]-[ ] Leases at their
respective



16









 







Maturity Dates, reduced by amounts required to be remitted to the related Lessees under
applicable law.



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



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



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



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



     “Net Auction Proceeds” means Auction Proceeds net of related Disposition Expenses.



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



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



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



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



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



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



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



     “Note Distribution Account” means the trust account established by the Depositor, on
behalf of the Issuing Entity pursuant to Section 8.02(b) of the Indenture, into which
amounts released from the 200[ ]-[ ] SUBI Collection Account and the Reserve Account for
distribution to Noteholders shall be deposited and from which all distributions to Noteholders
shall be made.



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



     “Note Factor” means, with respect to any Class on any Payment Date, the seven digit
decimal equivalent of a fraction the numerator of which is the Class Balance for such Class on



17









 







such Payment Date (after giving effect to any payment of principal on such Payment Date) and
the denominator of which is the related Initial Class Balance.



     “Note Final Scheduled Payment Date” means, with respect to (i) a Class A-1 Note, [
], 20[ ], (ii) a Class A-2 Note, [       ], 20[ ], (iii) a
Class A-3 Note, [       ], 20[ ], and (iv) a Class A-4 Note, [       ],
20[ ].



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



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



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



     “Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes.



     “Officer’s Certificate” means (a) with respect to the Issuing Entity, a certificate
signed by an Authorized Officer of the Issuing Entity, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01 of the Indenture,
and delivered to, the Indenture Trustee, and (b) with respect to the Servicer, a certificate signed
by an Authorized Officer or the Servicer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Sections 8.09 and 8.11 of the 200[
]-[ ] SUBI Servicing Supplement.



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



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




          (i) for each 200[ ]-[ ] Vehicle for which the related 200[ ]-[ ] Lease did
not terminate during such Collection Period, the difference between the
Securitization Value of such 200[ ]-[ ] Lease at the beginning and at the end of
such Collection Period;



18









 






          (ii) for each 200[ ]-[ ] Vehicle for which the related 200[ ]-[ ] Lease
reached its Maturity Date during such Collection Period, the Securitization Value of
such 200[ ]-[ ] Lease as of such Maturity Date;




          (iii) for each 200[ ]-[ ] Vehicle purchased by the Servicer before its
Maturity Date, the Repurchase Payment with respect to the related 200[ ]-[ ]
Lease; and




          (iv) for each 200[ ]-[ ] Lease terminated prior to its Maturity Date that
becomes a Defaulted Lease during such Collection Period or is terminated by the
related Lessee or the Servicer during such Collection Period pursuant to a Lessee
Initiated Early Termination or a Casualty Termination, the Securitization Value of
the related 200[ ]-[ ] Lease as of the effective date of termination of such 200[
]-[ ] Lease.



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



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



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



     “Origination Trust Agreement” means the Amended and Restated Trust and Servicing
Agreement, dated as of August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, NMAC, as
servicer, [Wilmington Trust Company], as Delaware trustee, NILT, Inc., as trustee, and [U.S. Bank
National Association], as Trust Agent.



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



     “Other SUBI” means any SUBI other than a 200[ ]-[ ] SUBI.



     “Outstanding” means, as of any date, all Notes (or all Notes of an applicable Class),
all Trust Certificates or all Securities, as the case may be, theretofore authenticated and
delivered under the Indenture and/or the Trust Agreement, as applicable, except:




          (i) Notes (or Notes of an applicable Class) theretofore cancelled by the Note
Registrar or delivered to the Note Registrar for cancellation or Trust Certificates
theretofore cancelled by the Certificate Registrar or delivered to the Certificate
Registrar for cancellation;




          (ii) Notes (or Notes of an applicable Class) or portions thereof the payment
for which money in the necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the related Noteholders
(provided, however, that if such Notes are to be redeemed pursuant
to an Optional Purchase, notice of such redemption has been duly given pursuant to
the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been
made) or Trust Certificates or portions thereof the payment for which money



19









 







in the necessary amount has been theretofore deposited with the Indenture
Trustee, the Owner Trustee or any Paying Agent in trust for the related Trust
Certificateholders (provided, however, that if the principal with
respect to such Trust Certificates will be paid pursuant to an Optional Purchase,
notice of such payment has been duly given pursuant to the Trust Agreement or
provision therefor, satisfactory to the Owner Trustee); and




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


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




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



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



     “Owner Corporate Trust Office” means the principal office of the Owner Trustee at
which at any particular time its corporate trust business shall be administered, which office at
the date of the execution of this Agreement of Definitions is located at [Wilmington Trust
Company], [Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890]; or at




20












 




such other address as the Owner Trustee may designate from time to time by notice to the Trust
Certificateholders and the Indenture Trustee, or the principal corporate trust office of any
successor Owner Trustee (the address of which the successor Owner Trustee shall notify the Trust
Certificateholders and the Indenture Trustee).




     “Owner Trust Estate” means the property of the Issuing Entity, including (i) the 200[
]-[ ] SUBI Certificate, evidencing a 100% beneficial interest in the 200[ ]-[ ] SUBI Assets,
including the right to payments thereunder after the Cutoff Date from certain amounts in respect of
the 200[ ]-[ ] Leases and received from the sale or other disposition of the 200[ ]-[ ] Leased
Vehicles on deposit in the 200[ ]-[ ] SUBI Collection Account and investment earnings, net of
losses and investment expenses, on amounts on deposit in the 200[ ]-[ ] SUBI Collection Account;
(ii) the Reserve Account and any amounts deposited therein; (iii) the rights of the Issuing Entity
under the Back-up Security Agreement; (iv) the rights of the Issuing Entity to the funds on deposit
from time to time in the Note Distribution Account and any other account or accounts established
pursuant to the Indenture and all cash, investment property and other property from time to time
deposited therein or credited thereto and all proceeds thereof; (v) the rights of the Depositor, as
transferee, under the SUBI Certificate Transfer Agreement; (vi) the rights of the Issuing Entity,
as transferee, under the Trust SUBI Certificate Transfer Agreement; (vii) the rights of the Issuing
Entity as a third-party beneficiary of the Servicing Agreement, to the extent relating to the 200[
]-[ ] SUBI Assets, including rights to certain Advances, and the SUBI Trust Agreement; and (viii)
all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment
property, securities, deposit accounts and other property consisting of, arising from or relating
to the foregoing.



     “Owner Trustee” means [Wilmington Trust Company], a Delaware banking corporation, as
trustee of the Issuing Entity under the Trust Agreement.



     “Paying Agent” means, (i) under the Indenture, [U.S. Bank], as Indenture Trustee, or
any other Person that meets the eligibility standards for the Indenture Trustee set forth in
Section 6.11 of the Indenture and is authorized by the Issuing Entity to make the payments
to and distributions from the Note Distribution Account, including the payment of principal of or
interest on the Notes on behalf of the Issuing Entity, and (ii) under the Trust Agreement, any
paying agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust
Agreement and shall initially be the [U.S. Bank].



     “Payment Ahead” means any payment of all or a part of one or more Monthly Payments
remitted by a Lessee with respect to a 200[ ]-[ ] Lease in excess of the Monthly Payment due with
respect to such 200[ ]-[ ] Lease, which amount the Lessee has instructed the Servicer to apply to
Monthly Payments due in one or more subsequent Collection Periods.



     “Payment Date” means the [                    ] day of each month, or if such day is not a Business Day,
then the next succeeding Business Day, beginning on , [                    ], 20[ ].



     “Payment Date Advance Reimbursement” has the meaning set forth in
Section 8.03(a)(iv)(A) of the 200[ ]-[ ] Servicing Supplement.



     “Payment Date Certificate” has the meaning set forth in Section 8.03(a) of the
Indenture.



21









 





     “Payoff” means amounts paid to the Servicer to purchase a 200[ ]-[ ] Vehicle.



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



     “Person” means any individual, corporation, limited liability company, estate,
partnership, joint venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization, or government, or any agency or political subdivision
thereof.



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



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



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



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



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



     “Prospectus”
means the Prospectus Supplement, dated [ ], 20[ ]
together with the Prospectus dated [ ], 20[ ], relating to the
offering of the Notes.



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



     “Rating Agency” means, with respect to the 200[ ]-[ ] SUBI, each of Moody’s and
Standard & Poor’s.



     “Rating Agency Condition” means, with respect to any event or action and each Rating
Agency, either (a) written confirmation by such Rating Agency that the occurrence of such event or
action will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes or (b)
that such Rating Agency shall have been given notice of such event or action at least ten (10) days
prior to such event (or, if (10) days’ advance notice is impracticable, as much advance notice as
is practicable) and such rating agency shall not have issued any written notice that the



22









 




occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned
to the Notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice
given with respect to any event or action, and it is understood that such Rating Agency may not
actually review notices received by it prior to or after the expiration of the ten (10) day period
described in (b) above. Further, each Rating Agency retains the right to downgrade, qualify or
withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even if
the Rating Agency Condition with respect to an event or action had been previously satisfied
pursuant to clause (a) or clause (b) above.




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



     “Reallocation Payment” means the proceeds allocated from the UTI to the 200[ ]-[ ]
SUBI in connection with any reallocation of a Matured Vehicle or a Defaulted Vehicle from the 200[
]-[ ] SUBI to the UTI pursuant to Section 8.02(c) of the 200[ ]-[ ] Servicing Supplement
in an amount equal to the Net Liquidation Proceeds for such Matured Vehicle or Defaulted Vehicle.



     “Record Date” means, with respect to any Payment Date, the close of business on the
day immediately preceding such Payment Date.



     “Recoveries” means, with respect to a Collection Period, the sum of all amounts
received (net of taxes) with respect to all 200[ ]-[ ] Leases which (i) became Liquidated Leases
before such Collection Period and (ii) have reached or were terminated prior to their respective
Maturity Dates before such Collection Period and with respect to which the proceeds from the sale
of the related 200[ ]-[ ] Vehicles were received before such Collection Period, minus any amounts
remitted to the related Lessees as required by law.



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



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



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



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



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



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



23









 





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



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



     “Repayment Price” means an amount equal to the unpaid principal amount of the Trust
Certificates.



     “Repurchase Payment” means, with respect to a 200[ ]-[ ] Lease and the related 200[
]-[ ] Vehicle required to be purchased by the Servicer pursuant to Section 8.02(a) and
Section 8.02(b) of the Servicing Agreement, the sum of (i) the Securitization Value of the
200[ ]-[ ] Lease as of the end of the Collection Period preceding the Collection Period in which
the Servicer granted an extension with respect to such 200[ ]-[ ] Lease or discovers or receives
notice of the change in domicile with respect to Section 8.02(a) of the Servicing Agreement or
discovers a breach of representations or warranties pursuant to Section 8.02(b) of the
Servicing Agreement and (ii) any delinquent Monthly Payments which have not been paid by the
related Lessee by the end of the Collection Period relating to the Deposit Date on which the
Repurchase Payment will be made.



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



     “Required Percentage” means the holders of not less than 66 2/3% of the (i)
Outstanding Amount in the case of the Notes or (ii) Aggregate Certificate Balance in the case of
the Trust Certificates.



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



     “Reserve Account” means the account established pursuant to Section 5.01(b) of
the Trust Agreement, which shall be account number [ ] in the name “[U.S. Bank National
Association], as Indenture Trustee, Nissan Auto Lease Trust 200[ ]-[ ] Reserve Account”
established with the Securities Intermediary pursuant to the Trust Agreement, together with any
successor accounts established pursuant to the Indenture, or after release of the lien of the
Indenture, the Trust Agreement.



     “Reserve Account Deposit Amount” means, (i) on the Closing Date, the Initial Deposit
Amount and (ii) thereafter, for any Payment Date and the related Collection Period to the extent
the amounts on deposit in the Reserve Account are less than the Reserve Account Requirement, an
amount equal to the sum of (a) any Excess Amounts with respect to the related Collection Period and
(b) net income realized on the investment of funds on deposit in the 200[ ]-[ ] SUBI Collection
Account and the Reserve Account in respect of such Collection Period.



     “Reserve Account Draw Amount” means, for any Payment Date, the amount withdrawn from
the Reserve Account, equal to the lesser of (a) the Available Funds Shortfall Amount, if any, or
(b) the amount on deposit in the Reserve Account after giving effect to all deposits thereto on the
related Deposit Date or such Payment Date.



24









 





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



     “Reserve Account Requirement” means on any Payment Date, an amount equal to $[                    ].



     “Residual Value Loss” means, with respect to any Matured Vehicle or Defaulted Vehicle,
the positive difference, if any, between (i) the Securitization Value of the related 200[ ]-[ ]
Vehicle at (a) the Maturity Date of the related 200[ ]-[ ] Lease or (b) the date the related 200[
]-[ ] Lease was terminated and (ii) the sum of all related Net Auction Proceeds and Net Insurance
Proceeds.



     “Residual Value Surplus” means, with respect to any Matured Vehicle or Defaulted
Vehicle, the positive difference, if any, between (i) the sum of all related Net Auction Proceeds
and Net Insurance Proceeds and (ii) the Securitization Value of the related 200[ ]-[ ] Vehicle at
(a) the Maturity Date of the related 200[ ]-[ ] Lease or (b) the date the related 200[ ]-[ ]
Lease was terminated by the Lessee.



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



     “Restricted Jurisdiction” means Alabama and any additional jurisdiction in which the
Titling Trust is not qualified and licensed to do business; provided, that the Servicer may change
the designation of a jurisdiction as a “Restricted Jurisdiction” by delivering an Officer’s
Certificate to the Indenture Trustee and the Owner Trustee to the effect that (i) Leased Vehicles
may be titled in the name of the Titling Trustee or the Titling Trustee on behalf of the Titling
Trust and beneficial interests therein may be transferred without retitling in Alabama or such
other additional jurisdiction, as the case may be, and (ii) such change in designation will not
have a material adverse effect on the Issuing Entity.



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



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



     “Sales Proceeds Advance” means the amount advanced by the Servicer to the Issuing
Entity on a Deposit Date equal to the Securitization Value of each 200[ ]-[ ] Lease relating to a
200[ ]-[ ] Vehicle that terminated early (but was not a Lease in default) and the amount equal to
the Base Residual of each 200[ ]-[ ] Lease relating to a 200[ ]-[ ] Vehicle that matured on its
scheduled termination date.



25









 





     “Schedule of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles” means the schedule of 200[
]-[ ] Leases and 200[ ]-[ ] Vehicles attached as Exhibit A to the 200[ ]-[ ] SUBI Supplement
and the 200[ ]-[ ] Servicing Supplement (which may be supplied in CD-Rom form) which shall set
forth as to each 200[ ]-[ ] Lease or 200[ ]-[ ] Vehicle, as the case may be, (i) the
identification number of the 200[ ]-[ ] Lease, (ii) the identification number of the 200[ ]-[ ]
Vehicle, (iii) the related Maturity Date and (iv) the value of the 200[ ]-[ ] Lease and the
related 200[ ]-[ ] Vehicle on the Servicer’s books as of the Cutoff Date.



     “Secretary of State” means the Secretary of State of the State of Delaware.



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



     “Securities Act” means the Securities Act of 1933, as amended.



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



     “Securities Intermediary” means [U.S. Bank].



     “Securitization Rate” means, with respect to a 200[ ]-[ ] Lease, an annualized rate
that is equal to [                    ]%.



     “Securitization Value” means, with respect to any 200[ ]-[ ] Lease, the value
calculated by the Servicer equal to, (i) as of its Maturity Date, the Base Residual and (ii) as of
any date other than its Maturity Date, the sum of the present value, discounted at the
Securitization Rate, of (a) the aggregate Monthly Payments remaining to be made and (b) the Base
Residual.



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



     “Security” means either a Note or a Trust Certificate, as the context may require.



     “Security Entitlement” has the meaning set forth in Section 8-102(a)(17) of the New
York UCC.



     “Securityholder” means each registered holder of a Note or a Trust Certificate.



     “Securityholder Available Funds” means, for any Payment Date, all remaining Available
Funds after giving effect to the payment to the Servicer of the Servicer Monthly Payment.



     “Servicer” means NMAC, as Servicer under the Servicing Agreement.



     “Servicer Default” has the meaning set forth in Section 4.01 to the Basic
Servicing Agreement and under Section 8.12 of the 200[ ]-[ ] Servicing Supplement.



     “Servicer Letter of Credit” means a letter of credit, surety bond or insurance policy
issued by a depository institution, insurance company, or financial institution having a short-term
credit rating at least equal to the Required Deposit Rating and providing that the Indenture
Trustee or Trust Agent, as the case may be, may draw thereupon in the event the Servicer satisfies
the



26









 




Monthly Remittance Condition but fails to deposit SUBI Collections into the 200[ ]-[ ] SUBI
Collection Account by the related Deposit Date.




     “Servicer Monthly Payment” means, with respect to a Payment Date and the related
Collection Period, the amount to be paid to the Servicer pursuant to Section 8.03(a)(iv) of
the 200[ ]-[ ] Servicing Supplement in respect of (i) the Payment Date Advance Reimbursement and
(ii) the Servicing Fee, together with any unpaid Servicing Fees in respect of one or more prior
Collection Periods.



     “Servicing Agreement” means the Basic Servicing Agreement, as supplemented by the 200[
]-[ ] Servicing Supplement.



     “Servicing Fee” means, with respect to the 200[ ]-[ ] SUBI Assets, the fee payable
on each Payment Date equal to, for the related Collection Period, one-twelfth of the product of (i)
[1.00]% and (ii) the aggregate Securitization Value of all 200[ ]-[ ] Leases as of the first day
of such Collection Period.



     “Settlement Statement” means a statement substantially in the form of Exhibit
B to the 200[ ]-[ ] Servicing Supplement.



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



     “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc.



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



     “Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
C. Section 3801 et seq.



     “SUBI” has the meaning set forth in the Recitals to the 200[ ]-[ ] Servicing
Supplement.



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



     “SUBI Certificate Transfer Agreement” means the SUBI Certificate Transfer Agreement,
dated as of [                    ], between NILT Trust, as depositor, and NALL II, as transferee.



     “SUBI Collection Account” means, with respect to a SUBI, the related Collection
Account created, designated and maintained as such pursuant Section 4.02(a) of the Titling
Trust Agreement.



     “SUBI Collections” means, with respect to any Collection Period, the net amount
collected or received by the Servicer in respect of the 200[ ]-[ ] SUBI Assets during the
Collection Period, including: (i) Monthly Payments (including Payments Ahead when received),
Payoffs, and any other payments under the 200[ ]-[ ] Leases (excluding any Administrative
Charges); (ii) Reallocation Payments and Repurchase Payments made by the Servicer;



27









 




(iii) Monthly Scheduled Termination Sale Proceeds; (iv) Monthly Early Termination Sale
Proceeds; (v) Net Liquidation Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions
Proceeds; (viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear Charges; (x)
Recoveries and (xi) Residual Value Surplus; in each case to the extent not duplicative with any
other clause of this definition.




     “SUBI Trust Agreement” means the Titling Trust Agreement, as supplemented by a 200[
]-[ ] SUBI Supplement.



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



     “Titling Trust” means Origination Trust.



     “Titling Trust Agreement” means Origination Trust Agreement.



     “Titling Trustee” means Origination Trustee.



     “TIA” means the Trust Indenture Act of 1939.



     “Transfer Price” has the meaning set forth in Section 2.01 to the SUBI
Certificate Transfer Agreement and the Trust SUBI Certificate Transfer Agreement, as the context
may require.



     “Treasury Regulations” means regulations, including proposed or temporary regulations,
promulgated under the Code. References herein to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.



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



     “Trust Administration Agreement” means the Trust Administration Agreement, dated as of
[                    ], among the NMAC, as the Administrative Agent, the Issuing Entity, the Depositor and the
Indenture Trustee.



     “Trust Agent” means [U.S. Bank], as Trust Agent under the Titling Trust Agreement.



     “Trust Agreement” means the trust agreement, dated as of [                     ], 20[ ], as amended and
restated by the Amended and Restated Trust Agreement, dated as of [                     ], between the Depositor and
the Owner Trustee.



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



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



     “Trust Certificates” means the Asset Backed Certificates issued pursuant to the Trust
Agreement, substantially in the form of Exhibit A to the Trust Agreement.



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



28









 





     “Trust SUBI Certificate Transfer Agreement” means the Trust SUBI Certificate Transfer
Agreement, dated as of [ ], between NALL II, as depositor, and the Issuing Entity, as transferee.



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



     “200[ ]-[ ] Eligible Lease” means a Lease as to which the following are true as of
the Cutoff Date:



          (a) relates to a Nissan or an Infiniti automobile, light duty truck, minivan, or sport utility
vehicle, of a model year of 20[  ] or later;




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




          (c) was
originated in the United States on or after [ ___ ], 20[ ], by a Dealer (i) for a Lessee
with a United States address, (ii) in the ordinary course of such Dealer’s business, (iii) pursuant
to a Dealer agreement that provides for recourse to the dealer in the event of certain defects in
the Lease, but not for default by the Lessee, and (iv) in compliance with procedures set forth in
the Credit and Collection Policy;




          (d) is payable solely in United States dollars;




          (e) is owned, and the related Leased Vehicle is owned by the Titling Trust, free of all liens
(including tax liens, mechanics’ liens, and other liens that arise by operation of law);




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




          (g) provides for level payments that fully amortize the adjusted capitalized cost of the Lease
at a contractual annual percentage rate to the related Contract Residual over the lease term and,
in the event of a Lessee initiated early termination, provides for payment of the Early Termination
Charge;




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




          (i) is not more than [29] days past due as of the Cutoff Date;




          (j) (A) is the valid, legal and binding full-recourse payment obligation of the related
Lessee, enforceable against such Lessee in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other
similar laws, now or hereafter in effect, affecting the enforcement of credits’ rights in general
or (ii) general principles of equity, (B) has not been satisfied, subordinated, rescinded, canceled
or terminated, (C) is a Lease as to which no right of rescission,




29









 







setoff, counterclaim or defense shall have been asserted or threatened in writing, (D) is a
Lease as to which no default (other than payment defaults continuing for a period of no more than
[29] days as of the Cutoff Date), breach or violation shall have occurred and no continuing
condition that with notice or lapse of time or both would constitute a default, breach or violation
shall have occurred and (E) is a Lease as to which none of the foregoing shall have been waived
(other than deferrals and waivers of late payment charges or fees permitted under the Servicing
Agreement);




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




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




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




          (n) has an original term of not less than [ ] months and not greater than [ ] months;




          (o) is a Lease for which the related Lease Documents are located at an address specified by
the Servicer in Schedule A hereto;




          (p) constitutes “tangible chattel paper” as defined in the UCC;




          (q) is not recourse to the Dealer;




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




          (s) has a Securitization Value, as of its origination date, of no greater than $[                    ].




     “200[ ]-[ ] Lease” has the meaning set forth in Section 8.01 of the 200[
]-[ ] Servicing Supplement.



     “200[ ]-[ ] Servicing Supplement” means the 200[ ]-[ ] SUBI Servicing Supplement
to the Basic Servicing Agreement, dated as of [                    ], among the parties to the Basic Servicing
Agreement.



     “200[ ]-[ ] SUBI” has the meaning set forth in Section 12.01(a) of the 200[
]-[ ] SUBI Supplement.



     “200[ ]-[ ] SUBI Account” means the 200[ ]-[ ] SUBI Collection Account, and any
other Trust Account established with respect to the 200[ ]-[ ] SUBI, as the context may require.



     “200[ ]-[ ] SUBI Assets” has the meaning set forth in Section 12.01(b) to
the 200[ ]-[ ] SUBI Supplement.



30









 





     “200[ ]-[ ] SUBI Certificate” has the meaning set forth in the recitals of the 200[
]-[ ] SUBI Supplement.



     “200[ ]-[ ] SUBI Collection Account” means the trust account established pursuant to
Section 14.01(a) of the 200[ ]-[ ] SUBI Supplement.



     “200[ ]-[ ] SUBI Supplement” means the 200[ ]-[ ] SUBI Supplement to the Titling
Trust Agreement, dated as of [ ], among the parties to the Titling Trust Agreement.



     “200[ ]-[ ] Vehicle” has the meaning set forth in Section 8.01 to the 200[
]-[ ] SUBI Servicing Supplement.



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



     “Underwriting Agreement” means the underwriting agreement relating to the Notes dated
[                    ], 20[ ], among [                                        ], as Representative, on behalf of the several underwriters, NMAC and the
Depositor.



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



     “[U.S. Bank]” means [U.S. Bank National Association].



     “UTI” has the meaning set forth in Section 3.01(a) of the Titling Trust
Agreement.



     “UTI Beneficiary” means NILT Trust, in its capacity as the initial beneficiary of the
Titling Trust.



     “UTI Certificate” has the meaning set forth in Section 3.03 of the Titling
Trust Agreement.



     “Vehicle Representation Date” has the meaning set forth in the Basic Servicing
Agreement.



          Section 1.02 Interpretative Provisions. Any reference in this Agreement of Definitions
to any agreement means such agreement as it may be amended, restated, supplemented, or otherwise
modified from time to time; any reference in this Agreement of Definitions to any law, statute,
regulation, rule, or other legislative action shall mean such law, statute, regulation, rule, or
other legislative action as amended, supplemented, or otherwise modified from time to time, and
shall include any rule or regulation promulgated hereunder; and any reference in this Agreement of
Definitions to a Person shall include the successor or assignee of such Person.




          Section 1.03 Notices. All demands, notices, and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first-class United States mail,
postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each
case as follows: the Issuing Entity, at c/o [Wilmington Trust Company], as Owner Trustee, [Rodney
Square North, 1100 North Market Street, Wilmington, Delaware




31









 







19890] [(telecopier no. (302) 651-8882)], Attention: Corporate Trust Administration, with a
copy to the Administrative Agent, at BellSouth Tower, 333 Commerce Street, 10th Floor,
B-10-C, Nashville, Tennessee 37201-1800 (telecopier no. (615) 725-1720), Attention: Treasurer; NILT
Trust, at BellSouth Tower, 333 Commerce Street, 10th Floor, B-10-C, Nashville, Tennessee
37201-1800 (telecopier no. (615) 725-1720), Attention: Treasurer; Nissan-Infiniti LT, at BellSouth
Tower, 333 Commerce Street, 10th Floor, B-10-C, Nashville, Tennessee 37201-1800
(telecopier no. (615) 725-1720), Attention: Treasurer; NMAC, at BellSouth Tower, 333 Commerce
Street, 10th Floor, B-10-C, Nashville, Tennessee 37201-1800 (telecopier no. (615)
725-1720), Attention: Treasurer; the Depositor, at BellSouth Tower, 333 Commerce Street,
10th Floor, B-10-C, Nashville, Tennessee 37201-1800 (telecopier no. (615) 725-1720),
Attention: Secretary; NILT, Inc., at [U.S. Bank National Association], [209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604 (telecopier no. (312) 325-8905)] Attention: NILT Inc.;
[Wilmington Trust Company], as Owner Trustee and Delaware Trustee, at [Wilmington Trust Company],
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302)
651-8882), Attention: Corporate Trust Administration; [U.S. Bank National Association], as
Indenture Trustee and Trust Agent, at [U.S. Bank National Association], 209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604 (telecopier no. (312) 325-8905], Attention: Nissan Auto Lease
Trust 200[ ]-[ ], or at such other address as shall be designated by any of the foregoing in
written notice to the other parties hereto.




          Section 1.04 Amendment.




     (a) Any term or provision of this Agreement of Definitions may be amended by the parties
hereto, without the consent of any other Person; provided that (i) either (A) any amendment that
materially and adversely affects the interests of the Noteholders or the Trust Certificateholders
shall require the consent, respectively, of Noteholders evidencing not less than a Majority
Interest of the Notes voting together as a single class, or the Trust Certificateholders evidencing
not less than a Majority Interest of the Trust Certificates voting together as a single class, as
applicable (provided that if the Depositor and its Affiliates do not hold all of the Trust
Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not be
deemed Outstanding for purposes of this provision), or (B) such amendment shall not, as evidenced
by an Officer’s Certificate of the Servicer or the Depositor delivered to the Indenture Trustee
(with respect to the Noteholders) or the Trust Certificateholders, as applicable, materially and
adversely affect the interests of the Noteholders or the Trust Certificateholders, and (ii) any
amendment that adversely affects the interests of the Issuing Entity, the Certificateholder, the
Indenture Trustee or the Owner Trustee shall require the prior written consent of the Person whose
interests are adversely affected. An amendment shall be deemed not to materially and adversely
affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to
such amendment and the Officer’s Certificate described in the preceding sentence is provided to the
Indenture Trustee. The consent of the Issuing Entity, the Certificateholder or the Owner Trustee
shall be deemed to have been given if the Servicer does not receive a written objection from such
Person within 10 Business Days after a written request for such consent shall have been given. The
Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment
that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this
Agreement or otherwise.



32









 





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



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



     (d) Not less that 15 days prior to the execution of any amendment to this Agreement of
Definitions, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the
Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such
amendment. No later than 10 Business Days after the execution of any amendment to this Agreement
of Definitions, the Servicer shall furnish a copy of such amendment to each Rating Agency.



     (e) Without limiting the foregoing, any amendment eliminating the Reserve Account or reducing
the Reserve Account Requirement shall require the Servicer to deliver to the Owner Trustee and the
Indenture Trustee an Opinion of Counsel to the effect that after such amendment, for federal income
tax purposes, the Issuing Entity will not be treated as an association taxable as a corporation and
the Notes should properly be characterized as indebtedness that is secured by the assets of the
Issuing Entity.



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



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




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




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




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




          Section 1.09 No Petition. Each of the parties hereto covenants and agrees that prior
to the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against the Grantor, the Depositor, the Trustee, the Titling Trust, the
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.




[Signature Pages to Follow]




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



	 	 	 	 	 	 	 
	 	 	NISSAN MOTOR ACCEPTANCE

CORPORATION

Individually, as Servicer, and as Administrative

Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NISSAN-INFINITI LT	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	NILT, INC.,	 	 
	 

	 	 	 	as Trustee for Nissan-Infiniti LT	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 	 	 
	 	 	NILT TRUST

as UTI Beneficiary, Grantor, and Depositor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[U.S. BANK NATIONAL
	 	 
	 

	 	 	 	ASSOCIATION],	 	 
	 

	 	 	 	as Trustee for NILT Trust	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





Agreement
of Definitions 

S-1









 





	 	 	 	 	 	 	 
	 	 	NILT, INC.


as Trustee for Nissan-Infiniti LT	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NISSAN AUTO LEASING LLC II	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NISSAN AUTO LEASE TRUST 200[ ]-[ ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[WILMINGTON TRUST COMPANY], not	 	 
	 

	 	 	 	in its individual capacity, but solely as	 	 
	 

	 	 	 	Owner Trustee	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 	 	 
	 	 	[WILMINGTON TRUST COMPANY]	 	 
	 	 	as Owner Trustee and as Delaware Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





Agreement
of Definitions 

S-2









 





	 	 	 	 	 	 	 
	 	 	[U.S. BANK NATIONAL ASSOCIATION]

as Trust Agent, Indenture Trustee, and

as Secured Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





Agreement
of Definitions 


S-3