exv4w1



 





EXHIBIT 4.1




FORM OF INDENTURE



  

 


NISSAN AUTO LEASE TRUST 200[     ]-[     ]




$[                     ]

[        ]% Asset Backed Notes, Class A-1




$[                     ]

[        ]% Asset Backed Notes, Class A-2




$[                     ]

[        ]% Asset Backed Notes, Class A-3




$[                     ]

[        ]% Asset Backed Notes, Class A-4




NISSAN
AUTO LEASE TRUST
200[     ]-[     ]




and




[U.S. BANK NATIONAL ASSOCIATION],

as Indenture Trustee,




 






INDENTURE




Dated as of [                 ]




 





 

 


 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE ONE DEFINITIONS	 	 	1	 
	 
	 	SECTION 1.01	 	Capitalized Terms	 	 	1	 
	 
	 	SECTION 1.02	 	Interpretation	 	 	2	 
	 
	 	SECTION 1.03	 	Incorporation by Reference of Trust Indenture Act	 	 	2	 
	ARTICLE TWO THE NOTES	 	 	3	 
	 
	 	SECTION 2.01	 	Form	 	 	3	 
	 
	 	SECTION 2.02	 	Execution, Authentication and Delivery	 	 	3	 
	 
	 	SECTION 2.03	 	Temporary Notes	 	 	3	 
	 
	 	SECTION 2.04	 	Registration; Registration of Transfer and Exchange	 	 	4	 
	 
	 	SECTION 2.05	 	Mutilated, Destroyed, Lost or Stolen Notes	 	 	5	 
	 
	 	SECTION 2.06	 	Persons Deemed Owners	 	 	6	 
	 
	 	SECTION 2.07	 	Cancellation	 	 	6	 
	 
	 	SECTION 2.08	 	Release of Collateral	 	 	7	 
	 
	 	SECTION 2.09	 	Book-Entry Notes	 	 	7	 
	 
	 	SECTION 2.10	 	Notices to Clearing Agency	 	 	7	 
	 
	 	SECTION 2.11	 	Definitive Notes	 	 	8	 
	 
	 	SECTION 2.12	 	Authenticating Agents	 	 	8	 
	 
	 	SECTION 2.13	 	[Reserved.]	 	 	9	 
	 
	 	SECTION 2.14	 	Tax Treatment	 	 	9	 
	ARTICLE THREE COVENANTS	 	 	9	 
	 
	 	SECTION 3.01	 	Payments to Noteholders, Trust Certificateholders and Depositor	 	 	9	 
	 
	 	SECTION 3.02	 	Maintenance of Office or Agency	 	 	10	 
	 
	 	SECTION 3.03	 	Money for Payments to be Held in Trust	 	 	10	 
	 
	 	SECTION 3.04	 	Existence	 	 	12	 
	 
	 	SECTION 3.05	 	Protection of Owner Trust Estate	 	 	12	 
	 
	 	SECTION 3.06	 	Opinions as to Owner Trust Estate	 	 	12	 
	 
	 	SECTION 3.07	 	Performance of Obligations; Servicing of the 200[     ]-[     ] SUBI Assets	 	 	13	 
	 
	 	SECTION 3.08	 	Negative Covenants	 	 	14	 
	 
	 	SECTION 3.09	 	Annual Statement as to Compliance	 	 	14	 






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	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 3.10	 	Restrictions on Certain Other Activities	 	 	15	 
	 
	 	SECTION 3.11	 	Notice of Defaults	 	 	15	 
	 
	 	SECTION 3.12	 	Further Instruments and Acts	 	 	15	 
	 
	 	SECTION 3.13	 	Delivery of the 200[     ]-[     ] SUBI Certificate	 	 	16	 
	 
	 	SECTION 3.14	 	Compliance with Laws	 	 	16	 
	 
	 	SECTION 3.15	 	Issuing Entity May Consolidate, etc., Only on Certain Terms	 	 	16	 
	 
	 	SECTION 3.16	 	Successor or Transferee	 	 	18	 
	 
	 	SECTION 3.17	 	Removal of the Administrative Agent	 	 	18	 
	 
	 	SECTION 3.18	 	Perfection Representations	 	 	18	 
	 
	 	SECTION 3.19	 	Securities Exchange Act Filings	 	 	19	 
	 
	 	SECTION 3.20	 	Regulation AB Representations, Warranties and Covenants	 	 	19	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	 	 	19	 
	 
	 	SECTION 4.01	 	Satisfaction and Discharge of Indenture	 	 	19	 
	 
	 	SECTION 4.02	 	Application of Trust Money	 	 	20	 
	 
	 	SECTION 4.03	 	Repayment of Monies Held by Paying Agent	 	 	20	 
	ARTICLE FIVE INDENTURE DEFAULT	 	 	20	 
	 
	 	SECTION 5.01	 	Indenture Defaults	 	 	20	 
	 
	 	SECTION 5.02	 	Acceleration of Maturity; Waiver of Indenture Default	 	 	22	 
	 
	 	SECTION 5.03	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	 	 	22	 
	 
	 	SECTION 5.04	 	Remedies; Priorities	 	 	24	 
	 
	 	SECTION 5.05	 	Optional Preservation of the Owner Trust Estate	 	 	26	 
	 
	 	SECTION 5.06	 	Limitation of Suits	 	 	26	 
	 
	 	SECTION 5.07	 	Unconditional Rights of Noteholders to Receive Principal and Interest	 	 	27	 
	 
	 	SECTION 5.08	 	Restoration of Rights and Remedies	 	 	27	 
	 
	 	SECTION 5.09	 	Rights and Remedies Cumulative	 	 	27	 
	 
	 	SECTION 5.10	 	Delay or Omission Not a Waiver	 	 	27	 
	 
	 	SECTION 5.11	 	Control by Noteholders	 	 	28	 
	 
	 	SECTION 5.12	 	[Reserved]	 	 	28	 






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	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 5.13	 	Undertaking for Costs	 	 	28	 
	 
	 	SECTION 5.14	 	Waiver of Stay or Extension Laws	 	 	29	 
	 
	 	SECTION 5.15	 	Action on Notes	 	 	29	 
	 
	 	SECTION 5.16	 	Performance and Enforcement of Certain Obligations	 	 	29	 
	 
	 	SECTION 5.17	 	Sale of Owner Trust Estate	 	 	29	 
	ARTICLE SIX THE INDENTURE TRUSTEE	 	 	30	 
	 
	 	SECTION 6.01	 	Duties of Indenture Trustee	 	 	30	 
	 
	 	SECTION 6.02	 	Rights of Indenture Trustee	 	 	31	 
	 
	 	SECTION 6.03	 	Individual Rights of Indenture Trustee	 	 	33	 
	 
	 	SECTION 6.04	 	Indenture Trustee’s Disclaimer	 	 	33	 
	 
	 	SECTION 6.05	 	Notice of Defaults	 	 	33	 
	 
	 	SECTION 6.06	 	Reports by Indenture Trustee to Noteholders	 	 	33	 
	 
	 	SECTION 6.07	 	Compensation and Indemnity	 	 	33	 
	 
	 	SECTION 6.08	 	Replacement of Indenture Trustee	 	 	34	 
	 
	 	SECTION 6.09	 	Successor Indenture Trustee by Merger	 	 	35	 
	 
	 	SECTION 6.10	 	Appointment of Co-Trustee or Separate Trustee	 	 	36	 
	 
	 	SECTION 6.11	 	Eligibility; Disqualification	 	 	37	 
	 
	 	SECTION 6.12	 	Trustee as Holder of the 200[     ]-[     ] SUBI Certificate	 	 	37	 
	 
	 	SECTION 6.13	 	Representations and Warranties of Indenture Trustee	 	 	38	 
	 
	 	SECTION 6.14	 	Furnishing of Documents	 	 	38	 
	 
	 	SECTION 6.15	 	[Reserved.]	 	 	38	 
	 
	 	SECTION 6.16	 	Preferred Collection of Claims Against Issuing Entity	 	 	38	 
	ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS	 	 	38	 
	 
	 	SECTION 7.01	 	Note Registrar to Furnish Noteholder Names and Addresses	 	 	38	 
	 
	 	SECTION 7.02	 	Preservation of Information; Communications to Noteholders	 	 	39	 
	 
	 	SECTION 7.03	 	Reports by Issuing Entity	 	 	39	 
	 
	 	SECTION 7.04	 	Reports by Indenture Trustee	 	 	40	 
	 
	 	SECTION 7.05	 	Indenture Trustee Website	 	 	40	 
	ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES	 	 	40	 






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	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 8.01	 	Collection of Money	 	 	40	 
	 
	 	SECTION 8.02	 	Accounts	 	 	41	 
	 
	 	SECTION 8.03	 	Payment Date Certificate	 	 	41	 
	 
	 	SECTION 8.04	 	Disbursement of Funds	 	 	43	 
	 
	 	SECTION 8.05	 	General Provisions Regarding Accounts	 	 	46	 
	 
	 	SECTION 8.06	 	Release of Owner Trust Estate	 	 	47	 
	 
	 	SECTION 8.07	 	Release of Interest In 200[     ]-[     ] Leases and 200[     ]-[     ] Vehicles Upon Purchase or Reallocation by the Servicer	 	 	48	 
	 
	 	SECTION 8.08	 	Opinion of Counsel	 	 	48	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	 	 	48	 
	 
	 	SECTION 9.01	 	Supplemental Indentures Without Consent of Noteholders	 	 	48	 
	 
	 	SECTION 9.02	 	Supplemental Indentures With Consent of Noteholders	 	 	50	 
	 
	 	SECTION 9.03	 	Execution of Supplemental Indentures	 	 	51	 
	 
	 	SECTION 9.04	 	Effect of Supplemental Indenture	 	 	51	 
	 
	 	SECTION 9.05	 	Reference in Notes to Supplemental Indentures	 	 	52	 
	ARTICLE TEN REDEMPTION OF NOTES	 	 	52	 
	 
	 	SECTION 10.01	 	Redemption	 	 	52	 
	 
	 	SECTION 10.02	 	Form of Redemption Notice	 	 	52	 
	 
	 	SECTION 10.03	 	Notes Payable on Redemption Date	 	 	53	 
	ARTICLE ELEVEN MISCELLANEOUS	 	 	53	 
	 
	 	SECTION 11.01	 	Compliance Certificates and Opinions	 	 	53	 
	 
	 	SECTION 11.02	 	Form of Documents Delivered to Indenture Trustee	 	 	55	 
	 
	 	SECTION 11.03	 	Acts of Noteholders	 	 	56	 
	 
	 	SECTION 11.04	 	Notices	 	 	56	 
	 
	 	SECTION 11.05	 	Notices to Noteholders; Waiver	 	 	57	 
	 
	 	SECTION 11.06	 	Effect of Headings and Table of Contents	 	 	57	 
	 
	 	SECTION 11.07	 	Successors and Assigns	 	 	57	 
	 
	 	SECTION 11.08	 	Severability	 	 	57	 
	 
	 	SECTION 11.09	 	Benefits of Indenture	 	 	57	 
	 
	 	SECTION 11.10	 	Legal Holidays	 	 	58	 






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	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	 
	 	SECTION 11.11	 	Governing Law	 	 	58	 
	 
	 	SECTION 11.12	 	Counterparts	 	 	58	 
	 
	 	SECTION 11.13	 	Recording of Indenture	 	 	58	 
	 
	 	SECTION 11.14	 	Trust Obligation	 	 	58	 
	 
	 	SECTION 11.15	 	No Petition	 	 	58	 
	 
	 	SECTION 11.16	 	No Recourse	 	 	59	 
	 
	 	SECTION 11.17	 	Inspection	 	 	59	 
	 
	 	SECTION 11.18	 	Limitation of Liability of Owner Trustee	 	 	59	 
	 
	 	SECTION 11.19	 	Intent of the Parties; Reasonableness	 	 	59	 
	 
	 	SECTION 11.20	 	Conflict with Trust Indenture Act	 	 	60	 
	 
	 	SECTION 11.21	 	Limitation of Rights	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULES	 	 	 	 
	Schedule I Perfection Representations, Warranties and Covenants	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXHIBITS	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Exhibit A — Form of Note 	 	 	A-1	 
	Exhibit B — Form of Depository Agreement 	 	 	B-1	 
	Exhibit C — Applicable Servicing Criteria 	 	 	C-1	 






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Page




Reconciliation and tie between the Trust Indenture Act

of 1939 and Indenture




	 	 	 	 	 	 	 
	 	TIA	 	 	 	Indenture
	 	Section	 	 	 	Section
	 	 	 	 	 	 	 

	 	310	 	 	(a) (1)
	 	6.08, 6.11

	 	 	 	 	(a) (2)
	 	6.08, 6.11

	 	 	 	 	(a) (3)
	 	6.10(b)(i)

	 	 	 	 	(a) (4)
	 	6.12

	 	 	 	 	(a) (5)
	 	6.11

	 	 	 	 	(b)
	 	6.08, 6.11, 11.05

	 	 	 	 	(c)
	 	N.A.

	 	311	 	 	(a)
	 	6.15

	 	 	 	 	(b)
	 	6.15

	 	 	 	 	(c)
	 	N.A.

	 	312	 	 	(a)
	 	7.01

	 	 	 	 	(b)
	 	7.01, 7.02(b)

	 	 	 	 	(c)
	 	7.02(c)

	 	313	 	 	(a)
	 	7.04

	 	 	 	 	(b) (1)
	 	7.04

	 	 	 	 	(b) (2)
	 	7.04

	 	 	 	 	(c)
	 	7.03, 7.04, 11.05

	 	 	 	 	(d)
	 	7.04

	 	314	 	 	(a)
	 	3.09, 7.03, 11.05

	 	 	 	 	(b)
	 	11.13

	 	 	 	 	(c) (1)
	 	11.01

	 	 	 	 	(c) (2)
	 	8.08, 11.01

	 	 	 	 	(c) (3)
	 	11.01

	 	 	 	 	(d)
	 	11.01(b)

	 	 	 	 	(e)
	 	11.01

	 	 	 	 	(f)
	 	N.A.

	 	315	 	 	(a)
	 	6.01(b)

	 	 	 	 	(b)
	 	6.05

	 	 	 	 	(c)
	 	6.01(a)

	 	 	 	 	(d)
	 	6.01(c)

	 	 	 	 	(e)
	 	5.13

	 	316	 	 	(a)(1) (A)
	 	5.11, 6.01(c)

	 	 	 	 	(a) (1) (B)
	 	5.02

	 	 	 	 	(a) (2)
	 	N.A.

	 	 	 	 	(b)
	 	5.07

	 	 	 	 	(c)
	 	N.A.







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TABLE OF CONTENTS

(continued)




Page




	 	 	 	 	 	 	 
	 	TIA	 	 	 	Indenture
	 	Section	 	 	 	Section
	 	 	 	 	 	 	 

	 	317
	 	 	(a) (1)	 	5.04
	 	 
	 	 	(a) (2)	 	5.03(d)
	 	 
	 	 	(b)	 	3.03
	 	318
	 	 	(a)	 	11.19








 




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






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INDENTURE





     This Indenture, dated as of [
          
          ] (as amended, supplemented or otherwise
modified from time to time, this “Indenture”), is between the Nissan Auto Lease Trust 200[     ]-[     ], a Delaware statutory trust (the “Issuing Entity”), and [U.S. Bank National
Association], a national banking association (“[U.S. Bank]”), as trustee (the
“Indenture Trustee”).



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the holders of the Issuing Entity‘s [     ]% Asset Backed Notes, Class
A-1 (the “Class A-1 Notes”), [     ]% Asset Backed Notes, Class A-2 (the “Class A-2
Notes”), [     ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and [     ]%
Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and, together with the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”):



GRANTING CLAUSE




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



     The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges the foregoing
Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture
and agrees to perform its duties required in this Indenture to the best of its ability to the end
that the interests of the Noteholders may be adequately and effectively protected.



ARTICLE ONE




DEFINITIONS




     SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of
[
          
          ], by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as
grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI
Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling
Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its
individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and
the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited
liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the
Titling Trust (the



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“Titling Trustee” or “Trustee”), [Wilmington Trust Company], a Delaware
banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner
Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank], as Indenture
Trustee and trust agent (in such capacity, the “Trust Agent”).



     SECTION 1.02 Interpretation. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires, (i) terms used herein include, as
appropriate, all genders and the plural as well as the singular, (ii) references to this Indenture
include all Exhibits hereto, (iii) references to words such as “herein,” “hereof” and the like
shall refer to this Indenture as a whole and not to any particular part, Article or Section within
this Agreement, (iv) references to an Article or Section such as “Article Twelve” or “Section
12.01” shall refer to the applicable Article or Section of this Indenture, (v) the term “include”
and all variations thereof shall mean “include without limitation,” (vi) the term “or” shall
include “and/or,” (vii) the term “proceeds” shall have the meaning ascribed to such term in the
UCC.



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



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



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



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



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



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



Indenture

2









 





ARTICLE TWO




THE NOTES




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



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



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



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



     Each Note shall be dated the date of its authentication. The Notes shall be issuable as
registered notes in book-entry form in minimum denominations of [$25,000][$100,000] and in integral
multiples of $[1,000] in excess thereof.



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



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered hereunder.



     SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the Owner
Trustee may execute, on behalf of the Issuing Entity, and upon receipt of an Issuing Entity Order,
the Indenture Trustee shall authenticate and deliver, temporary Notes that are



3









 







printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the
tenor of the Definitive Notes in lieu of which they are issued and with such variations not
inconsistent with the terms of this Indenture as the officers executing such Notes may determine,
as evidenced by their execution of such Notes.



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



     SECTION 2.04 Registration; Registration of Transfer and Exchange. 



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



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



     (b) Upon the proper surrender for registration of transfer of any Note at the office or agency
of the Issuing Entity to be maintained as provided in Section 3.02, if the requirements of
Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuing Entity,
and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the
Indenture Trustee, in the name of the designated transferee, one or more new Notes in any
authorized denominations, of a like aggregate principal amount.



     (c) At the option of the related Noteholder, Notes may be exchanged for other Notes in any
authorized denominations, of a like aggregate principal amount, upon surrender of such



4









 







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



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



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



     (f) Each Noteholder shall be deemed to represent and warrant (on the date of acquisition of a
Note (or any interest therein) and throughout the period of holding such Note (or interest
therein)) that either (i) it is not, and is not acting on behalf of a Benefit Plan or any other
plan that is subject to a law that is substantially similar to Section 406 of ERISA or Section 4975
of the Code or (ii) its acquisition, holding and disposition of the Note (or any interest therein)
will not result in a nonexempt prohibited transaction under Section 406 of ERISA, Section 4975 of
the Code or any substantially similar applicable law.



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



     SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuing Entity,
the Owner Trustee and the Indenture Trustee harmless, then, in the absence of notice to the Owner
Trustee, the Note Registrar or the Indenture Trustee that such Note has been acquired by a
“protected purchaser” (as contemplated by Article Eight of the UCC), and provided that the
requirements of Section 8-405 of the UCC are met, the Owner Trustee shall execute, on behalf of the
Issuing Entity, and upon receipt of an Issuing Entity Request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a replacement Note; provided, however, that if any such destroyed,
lost or stolen Note (but not a mutilated Note) shall have become or within [seven] days shall
become due and payable, or shall have been called for redemption, instead of issuing a replacement
Note, the Issuing Entity may pay such destroyed, lost or stolen Note when so due or payable or upon
the Redemption Date



5









 







without the surrender thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a “protected
purchaser” (as contemplated by Article Eight of the UCC) of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuing Entity and the
Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a “protected purchaser”
(as contemplated by Article Eight of the UCC), and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Issuing Entity or the Indenture Trustee in connection therewith.



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



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



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



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



     SECTION 2.07 Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture
Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any
Notes previously authenticated and delivered hereunder that the Issuing Entity may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as
provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may
be held or disposed of by the Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing
Entity Order that they be destroyed or returned to it; provided, that such Issuing



6









 







Entity Order is timely and that such Notes have not been previously disposed of by the
Indenture Trustee.



     SECTION 2.08 Release of Collateral. Subject to Section 11.01 and the terms of
the other Basic Documents, the Indenture Trustee shall release property from the Lien of this
Indenture only upon receipt of an Issuing Entity Request, accompanied by an Officer’s Certificate,
an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the
TIA does not require any such Independent Certificates.



     SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes, upon original
issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry
Notes, to be delivered to the Indenture Trustee, as agent for [DTC], the initial Clearing Agency,
or a custodian therefor, by, or on behalf of, the Issuing Entity. One fully registered Note shall
be issued with respect to each $500 million in principal amount of each Class of Notes or such
lesser amount as necessary. Such Notes shall initially be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a
Definitive Note representing such Note Owner’s interest in such Note except as provided in
Section 2.11. Unless and until Definitive Notes have been issued to Note Owners pursuant to
Section 2.11:



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



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



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



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



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



     SECTION 2.10 Notices to Clearing Agency. Whenever a notice or other communication to
Noteholders is required under this Indenture, unless and until Definitive Notes



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shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee
shall give all such notices and communications specified herein to be given to Noteholders to the
Clearing Agency, and shall have no obligation to the Note Owners.



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



     The Indenture Trustee, the Issuing Entity and the Administrative Agent shall not be liable if
the Indenture Trustee or the Administrative Agent is unable to locate a qualified successor
Clearing Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of such methods (with or without steel engraved borders), all as
determined by the officers executing such Notes, as evidenced by their execution of such Notes.
From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders
shall be mailed to their addresses of record in the Note Register as of the relevant Deposit Date.
Such notices shall be deemed to have been given as of the date of mailing.



     If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Owner
Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and
addresses of the Noteholders (i) as of each Deposit Date, within [five] days thereafter and (ii) as
of not more than [ten] days prior to the time such list is furnished, within [30] days after
receipt by the Owner Trustee of a written request therefor.



     SECTION 2.12 Authenticating Agents. Upon the request of the Issuing Entity, the
Indenture Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint
one or more Authenticating Agents with power to act on its behalf and subject to its direction in
the authentication of Notes in connection with issuance, transfers and exchanges under Sections
2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as
though each such Authenticating Agent had been expressly authorized by such Sections to
authenticate such Notes.



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For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent
pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture
Trustee.




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



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



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



     SECTION 2.13 [Reserved.]



     SECTION 2.14 Tax Treatment. The Issuing Entity has entered into this Indenture, and
the Notes will be issued, with the intention that, for federal, state and local income, single
business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuing Entity, by
entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner
by its acceptance of an interest in the applicable Book-Entry Note), agrees to treat the Notes for
federal, state and local income, single business and franchise tax purposes as indebtedness.



ARTICLE THREE




COVENANTS




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



9









 




Amounts properly withheld under the Code by any Person from a payment to any Noteholder or
Trust Certificateholder of interest or principal (or other amounts) shall be considered to have
been paid by the Issuing Entity to such Noteholder or Trust Certificateholder for all purposes of
this Indenture.




     SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on behalf of the
Issuing Entity, shall maintain at the Corporate Trust Office or at such other location in the
Borough of Manhattan, The City of New York, chosen by the Note Registrar, acting for the Issuing
Entity, an office or agency where Notes may be surrendered for registration of transfer or
exchange, and where notices to and demands upon the Issuing Entity in respect of the Notes and this
Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee as its
agent to receive all such surrenders, notices and demands. The Issuing Entity shall give prompt
written notice to the Indenture Trustee of the location, and of any change in the location, of any
such office or agency. If at any time the Issuing Entity shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the Issuing Entity
hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and
demands.



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



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



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



10









 





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



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



     (c) at any time during the continuance of any such default, upon the written request of the
Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying
Agent;



     (d) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of Notes if at any time it ceases to meet the standards
required to be met by a Paying Agent at the time of its appointment; and



     (e) comply with all requirements of the Code with respect to the withholding from any payments
made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.



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



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



11









 







reasonable means of notification of such repayment
specified by the Issuing Entity or the Administrative Agent.



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



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



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



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



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



     (d) enforce any of the Collateral;



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



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



     The Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to
execute all financing statements, continuation statements or other instruments required to be
executed pursuant to this Section.



     SECTION 3.06 Opinions as to Owner Trust Estate.



     (a) On the Closing Date, the Issuing Entity shall furnish or cause to be furnished to the
Indenture Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel
(subject to standard limitations, qualifications and assumptions), the provisions of the Indenture
are effective under the New York UCC to create in favor of the Indenture Trustee a security



12









 







interest in the Issuing Entity’s rights in the Collateral and in identifiable proceeds thereof, and
upon filing of the applicable financing statement, the Indenture Trustee’s security interest in the
Issuing Entity’s rights in the Collateral and in identifiable proceeds thereof will be perfected.



     (b) On or before [
          
          ] of each calendar year, beginning with [
          
          ],
200[     ], the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel to the
effect that in the opinion of such counsel, either (i) all financing statements and continuation
statements have been executed and filed that are necessary to continue the lien and security
interest of the Indenture Trustee in the Collateral and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given or (ii) no such action is
necessary to continue such lien and security interest.



     SECTION 3.07 Performance of Obligations; Servicing of the 200[     ]-[     ] SUBI Assets.



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



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



     (c) The Issuing Entity shall, and, shall cause the Administrative Agent and the Servicer to,
punctually perform and observe all of its obligations and agreements contained in this Indenture,
the other Basic Documents and the instruments and agreements included in the Owner Trust Estate,
including filing or causing to be filed all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the other Basic Documents in accordance
with and within the time periods provided for herein and therein. The Issuing Entity, as a party to
the Basic Documents and as Holder of the 200[     ]-[    ] SUBI Certificate, shall not, and shall cause
the Servicer and the Administrative Agent not to, modify, amend, supplement, waive or terminate any
Basic Document or any provision thereof other than in accordance with the applicable amendment
provisions set forth in such Basic Document.



     (d) If the Indenture Trustee or an Authorized Officer of the Issuing Entity shall have
knowledge of the occurrence of a Servicer Default, such entity shall promptly notify the other
entity and each Rating Agency thereof, and shall specify in such notice the action, if any, the
other entity is taking in respect of such default. If a Servicer Default shall arise from the
failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement
with respect to the 200[     ]-[     ] SUBI Assets, the Issuing Entity shall take all reasonable steps
available to it to remedy such failure. Upon the occurrence of a Servicer Default with respect to
the 200[     



13









 








]-[      ] SUBI or the Trust Assets allocated thereto, the Indenture Trustee may terminate
all of the rights and obligations of the Servicer with respect to the 200[     ]-[     ] SUBI and the
Trust Assets allocated thereto only, and a successor Servicer shall be appointed pursuant to the
Servicing Agreement.



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



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



     (a) engage in any activities other than financing, acquiring, owning, pledging and managing
the 200[     ]-[     ] SUBI Certificate as contemplated by this Indenture and the other Basic Documents;



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



     (c) claim any credit on or make any deduction from the principal or interest payable in
respect of the Notes (other than amounts properly withheld from such payments under the Code or
applicable state law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Owner Trust Estate;



     (d) except as may be permitted expressly hereby (i) permit the validity or effectiveness of
this Indenture to be impaired, permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged or permit any Person to be released from any covenants or
obligations under this Indenture, except as may be expressly permitted hereby, (ii) permit any
lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien
of this Indenture) to be created on or extend to or otherwise arise upon or burden the Owner Trust
Estate, any part thereof or any interest therein or the proceeds thereof (other than tax liens,
mechanics’ liens and other liens that arise by operation of law, in each case on any
200[     ]-[     ]
SUBI Asset and arising solely as a result of an action or omission of the related Lessee) or (iii)
except as otherwise provided in the Basic Documents, permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any such tax, mechanics’ or other
lien) security interest in the Owner Trust Estate;



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



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



     SECTION 3.09 Annual Statement as to Compliance. The Issuing Entity will cause the
Servicer to deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuing



14









 







Entity the annual statement of compliance described in Section [8.11] of the 200[     ]-[     ]
Servicing Supplement. In addition, on the same date annually upon which such annual statement of
compliance is to be delivered by the Servicer, the Issuing Entity shall deliver to the Indenture
Trustee an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s
Certificate, that:



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



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



     On or before June 15th of each calendar year in which a Form 10-K is required to be filed on
behalf of the Issuing Entity, commencing in 2007, the Indenture Trustee shall deliver to the
Issuing Entity and the Servicer a report regarding the Indenture Trustee’s assessment of compliance
with each of the Servicing Criteria specified on Exhibit C hereto during the immediately preceding
reporting year accompanied by an attestation report by a registered public accounting firm, in each
case as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
Such report shall be addressed to the Issuing Entity and signed by an authorized officer of the
Indenture Trustee, and shall address each of the Servicing Criteria specified on Exhibit C hereto.



     SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided
in the Basic Documents, unless and until the Issuing Entity shall have been released from its
duties and obligations hereunder, the Issuing Entity shall not: (i) engage in any activities other
than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and
managing the 200[     ]-[     ] SUBI Certificate in the manner contemplated by the Basic Documents and
activities incidental thereto; (ii) issue, incur, assume, guarantee or otherwise become liable,
directly or indirectly, for any indebtedness; (iii) make any loan, advance or credit to, guarantee
(directly or indirectly or by an instrument having the effect of assuring another’s payment or
performance on any obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations, stocks or
dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any capital contribution
to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise)
for capital assets (either realty or personalty).



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



     SECTION 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the
Issuing Entity shall execute and deliver such further instruments and do such further acts as



15









 







may
be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.



     SECTION 3.13 Delivery of the 200[     ]-[     ] SUBI Certificate. On the Closing Date, the
Issuing Entity shall deliver or cause to be delivered to the Indenture Trustee as security for its
obligations hereunder, the 200[     ]-[     ] SUBI Certificate. The Indenture Trustee shall take
possession of the 200[     ]-[     ] SUBI Certificate in the Borough of Manhattan in the City of New
York and shall at all times during the period of this Indenture maintain custody of the 200[     ]-[     ] SUBI Certificate in the Borough of Manhattan in the City of New York.



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



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



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




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




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




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




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




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



16









 






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



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




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




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




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




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



17









 







association (or
publicly traded partnership) taxable as a corporation for federal income tax purposes;




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




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



     SECTION 3.16 Successor or Transferee.



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



     (b) Upon a conveyance or transfer of all the assets and properties of the Issuing Entity
pursuant to Section 3.15(b), Nissan Auto Lease Trust 200[     ]-[     ] will be released from
every covenant and agreement of this Indenture to be observed or performed on the part of the
Issuing Entity with respect to the Notes and the Trust Certificates immediately upon the delivery
of written notice to the Indenture Trustee stating that Nissan Auto Lease Trust 200[     ]-[     ] is to
be so released.



     SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are
Outstanding, the Issuing Entity shall not remove the Administrative Agent without cause unless so
instructed by the Owner Trustee or the Indenture Trustee and unless each Rating Agency shall have
received [10] days’ written notice thereof and shall not have notified the Indenture Trustee, the
Administrative Agent or the Owner Trustee that such removal might or would result in the removal or
reduction of the rating, if any, then assigned thereby to any Class of Notes or the Trust
Certificates.



     SECTION 3.18 Perfection Representations.



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



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



          (c) The parties to this Indenture: (i) shall not waive any of the perfection representations
contained in Schedule I hereto; (ii) shall provide the Rating Agencies with prompt written
notice of any breach of perfection representations contained in Schedule I hereto



18









 







and (iii)
shall not waive a breach of any of the perfection representations contained in Schedule I
hereto.



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



     SECTION 3.20 Regulation AB Representations, Warranties and Covenants. The Issuing
Entity agrees to perform all duties and obligations applicable to or required of the Issuing Entity
set forth in Schedule A to the 200[__]-[__] Servicing Supplement and makes the representations and
warranties therein applicable to it.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




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




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



19









 







Payment Date for each
Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to
Section 10.01), as the case may be;




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




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



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



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



ARTICLE FIVE




INDENTURE DEFAULT




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



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



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



20









 





     (c) default in the observance or performance of any covenant or agreement of the Issuing
Entity made in this Indenture (other than a covenant or agreement, a default in the observance or
performance of which is elsewhere in this Section specifically dealt with), or any representation
or warranty of the Issuing Entity made in this Indenture or in any certificate or other writing
delivered pursuant hereto or in connection herewith proving to have been inaccurate in any material
respect as of the time when the same shall have been made, which
default or inaccuracy materially and adversely affects the interests of the Noteholders and
such default or inaccuracy shall continue or not be cured, or the circumstance or condition in
respect of which such misrepresentation or warranty was inaccurate shall not have been eliminated
or otherwise cured, for a period of 60 days (or for such longer period not in excess of 90 days as
may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of
remedy within 90 days or less and (2) a majority of the Outstanding Amount of Notes, voting as a
single class, consent to such longer cure period) after there shall have been given, by registered
or certified mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the
Indenture Trustee by Noteholders representing at least the majority of the Outstanding Amount of
Notes, voting as single class, a written notice specifying such default or inaccurate
representation or warranty and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;



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



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



     The Issuing Entity shall deliver to the Indenture Trustee, each Rating Agency and, each
Noteholder within [five] Business Days after the occurrence thereof written notice in the form of
an Officer’s Certificate of any event that with the giving of notice and the lapse of time would
become an Indenture Default under clause (c) or (d), its status and what action the
Issuing Entity is taking or proposes to take with respect thereto.



     Subject to the provisions herein relating to the duties of the Indenture Trustee, if an
Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to
exercise any of the rights or powers under this Indenture at the request or direction of any



21









 







Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified
against the costs, expenses and liabilities that might be incurred by it in complying with such
request. Subject to such provisions for indemnification and certain limitations contained herein,
Noteholders holding not less than a Majority Interest of the Notes voting as a single class shall
have the right to direct the time, method and place of conducting any
proceeding or any remedy available to the Indenture Trustee or exercising any trust power
conferred on the Indenture Trustee.



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



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



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



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



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



22









 





     (a) The Issuing Entity covenants that if there is a default in the payment of (i) any interest
on the Notes when the same becomes due and payable, and such default continues for a period of
[five] days or (ii) the principal of any Notes at the related Note Final Scheduled Payment Date or
the Redemption Date, the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the
Indenture Trustee, for the benefit of such Noteholders, the entire amount then
due and payable on such Notes for principal and interest, with interest on the overdue
principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest, at the Overdue Interest Rate and in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its
agents, attorneys and counsel.



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



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



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




     (i) to file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Indenture Trustee (including
any claim for reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement
of all expenses and liabilities incurred, and all advances and



23









 







disbursements made, by the
Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence
or bad faith) and of the Noteholders allowed in such Proceedings;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or Person performing similar
functions in any such Proceedings;




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




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


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




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



     (f) All rights of action and of asserting claims under this Indenture, or under the Notes, may
be enforced by the Indenture Trustee without the possession of the Notes or the production thereof
in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted
by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, advances, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel shall be for the ratable benefit of the Noteholders in respect of
which such judgment has been recovered.



     (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.



     SECTION 5.04 Remedies; Priorities.



24









 





     (a) If an Indenture Default shall have occurred and be continuing, the Indenture Trustee may
do one or more of the following (subject to Sections 5.02 and 5.05):




     (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect
thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect
from the Issuing Entity and any other obligor upon such Notes monies adjudged due;




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




     (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee
and the Noteholders; and




     (iv) subject to Section 5.17, after an acceleration of the maturity of the
Notes pursuant to Section 5.02, sell the Owner Trust Estate or any portion thereof
or rights or interest therein, at one or more public or private sales called and conducted
in any manner permitted by law; provided, however, that the Indenture
Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Indenture
Default, other than an Indenture Default described in Section 5.01(a) or
(b), unless (A) Noteholders holding 100% of the Outstanding Amount of Notes consent
thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then
due and unpaid upon all outstanding Notes or (C) the Indenture Trustee determines that the
Owner Trust Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the Notes had not
been declared due and payable and the Indenture Trustee obtains the consent of Noteholders
holding not less than 66 2/3% of the Outstanding Amount of Notes, voting together as a
single class; and provided further, that the Indenture Trustee may not sell the Owner Trust
Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not
cause the Titling Trust or an interest therein or portion thereof to be classified as an
association (or a publicly traded partnership) taxable as a corporation for federal income
tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B)
and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the
expense of the Issuing Entity) and rely upon an opinion of an Independent investment banking
or accounting firm of national reputation as to the feasibility of such proposed action and
as to the sufficiency of the Owner Trust Estate for such purpose.



     (b) If the Indenture Trustee collects any money or property pursuant to this Article Five upon
sale of the Owner Trust Estate, it shall pay out such money or property held as Collateral
(together with available monies on deposit in the Reserve Account) and deposited in the Note
Distribution Account pursuant to Section 12.05(b) of the SUBI Trust Agreement, after giving
effect to the distributions set forth in such Section, for the benefit of the Securityholders in
the following order:



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     (i) to the Noteholders for the payments of interest which is due and unpaid on the
Notes (including any overdue interest, and to the extent permitted under applicable law,
interest on any overdue interest at the applicable Overdue Interest Rate);




     (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in payment of the
principal amount due and unpaid on the Class A-1 Notes (until the Class A-1 Notes have been
paid in full), and second, to the Holders of the other Notes in payment of the principal
amount due and unpaid on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
pro rata (based on the amount due and unpaid of each such Class), until all Notes have been
paid in full;




     (iii) to the Certificate Distribution Account for distribution to the Trust
Certificateholders for amounts due and unpaid in respect of the principal amount of the
Trust Certificates, until the Trust Certificates have been paid in full; and




     (iv) any remaining amounts to the Depositor.



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



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



     SECTION 5.06 Limitation of Suits.




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



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such Proceedings and (v) no
direction inconsistent with such written request has been given to the Indenture Trustee
during such 60-day period by Noteholders holding at least a Majority Interest, voting
together as a single class.



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



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




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



     SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which
is absolute and unconditional, to receive payment of the principal of and interest on, if any, such
Note on or after the respective due dates thereof expressed in such Note or this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement
of any such payment, and such right shall not be impaired without the consent of such Noteholder.



     SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or such Noteholder, then and in every such case the Issuing Entity, the
Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.



     SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at
law, in equity or otherwise. The assertion or employment of any right or remedy hereunder or
otherwise shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.



     SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Indenture
Default shall impair any such right or remedy or constitute a waiver of any such



27









 







Default or
Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by
law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as
may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.



     SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections
5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a
Majority Interest voting as a single class shall have the right to direct the time, method and
place of conducting any Proceeding or any remedy available to the Indenture Trustee with respect to
the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee,
provided that:



     (a) such direction shall not be in conflict with any rule of law or this Indenture;



     (b) subject to Section 5.04, any direction to the Indenture Trustee to, sell or
liquidate the Owner Trust Estate shall be made by Noteholders holding not less than 100% of the
Outstanding Amount;



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



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



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



     SECTION 5.12 [Reserved].



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



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



     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither the Lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or by the levy
of any execution under such judgment upon any portion of the Owner Trust Estate or upon any of the
assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be
applied in accordance with Section 5.04(b).



     SECTION 5.16 Performance and Enforcement of Certain Obligations.



     (a) Promptly following a request from the Indenture Trustee to do so, the Issuing Entity shall
take all such lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by the Depositor and the Servicer, as applicable, of each of their
obligations to the Issuing Entity under or in connection with the Servicing Agreement, in
accordance with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuing Entity under or in connection with each such agreement
to the extent and in the manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the Servicer of its
obligations under the Servicing Agreement.



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



     SECTION 5.17 Sale of Owner Trust Estate. If the Indenture Trustee acts to sell the
Owner Trust Estate or any part thereof, pursuant to Section 5.04(a), the Indenture Trustee
shall effect such a sale at one or more public or private sales called and conducted in any manner
permitted by law in a commercially reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids. Unless otherwise prohibited by



29









 







applicable law
from any such action, the Indenture Trustee shall sell the Owner Trust Estate or any part thereof,
in such manner to the highest bidder; provided, however, that the Indenture Trustee
may from time to time postpone any sale. The Indenture Trustee shall give notice to the Depositor
and Servicer of any proposed sale, and the Depositor and Servicer shall be permitted to bid for the
Owner Trust Estate at any such sale. The Indenture Trustee may obtain a prior determination from a
conservator, receiver or trustee in bankruptcy of the Issuing Entity that the
terms and manner of any proposed sale are commercially reasonable. The power to effect any
sale of any portion of the Owner Trust Estate pursuant to Section 5.04 and this Section
shall not be exhausted by any one or more sales as to any portion of the Owner Trust Estate
remaining unsold, but shall continue unimpaired until the entire Owner Trust Estate shall has been
sold or all amounts payable on the Notes shall have been paid.



ARTICLE SIX




THE INDENTURE TRUSTEE




     SECTION 6.01 Duties of Indenture Trustee.



     (a) If an Indenture Default has occurred and is continuing, the Indenture Trustee shall
exercise the rights and powers vested in it by this Indenture and in the same degree of care and
skill in their exercise as a prudent Person would exercise or use under the circumstances in the
conduct of such Person’s own affairs.



     (b) Except during the continuance of an Indenture Default:




     (i) the Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Indenture Trustee; and




     (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to
the requirements of this Indenture; however, the Indenture Trustee shall examine the
certificates and opinions to determine whether or not they conform to the requirements of
this Indenture and the other Basic Documents to which the Indenture Trustee is a party.



     (c) The Indenture Trustee shall not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful, misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b);




     (ii) the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts; and



30









 






     (iii) the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to
Section 5.11.



     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b) and (c).



     (e) The Indenture Trustee shall not be liable for interest on any money received by it except
as the Indenture Trustee may agree in writing with the Issuing Entity.



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



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



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



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



     SECTION 6.02 Rights of Indenture Trustee.



     (a) Except as provided by the second succeeding sentence, the Indenture Trustee may
conclusively rely and shall be protected in acting upon or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
note, direction, demand, election or other paper or document believed by it to be genuine and to
have been signed or presented by the proper person. The Indenture Trustee need not investigate any
fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon
receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Indenture Trustee that shall be specifically required to be furnished
pursuant to any provision of this Indenture, shall examine them to determine whether they comply as
to form to the requirements of this Indenture.



     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officer’s Certificate or Opinion of Counsel.



     (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian



31









 







or nominee,
and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed
in accordance with the provisions of Section 6.10 or any other such agent, attorney,
custodian or nominee appointed with due care by it hereunder.



     (d) The Indenture Trustee will be liable for any loss, liability or expense incurred by it
through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee
shall not be liable for (i) any error of judgment made by it in good faith, unless it is
proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) any
action it takes or omits to take in good faith in accordance with a direction received by it from
the Noteholders in accordance with the terms of the Indenture or (iii) interest on any money
received by it except as the Indenture Trustee and the Issuing Entity may agree in writing.



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



     (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture or to institute, conduct or defend any litigation under this
Indenture or in relation to this Indenture or to honor the request or direction of any of the
Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture
Trustee reasonable security or indemnity against the reasonable costs, expenses, disbursements,
advances and liabilities that might be incurred by it, its agents and its counsel in compliance
with such request or direction; provided, however, that the Indenture Trustee
shall, upon the occurrence of an Indenture Default (that has not been cured), exercise the rights
and powers vested in it by this Indenture with reasonable care and skill.



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



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



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



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



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



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



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



     SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the Indenture
Trustee from time to time reasonable compensation for its services, (ii) reimburse the Indenture
Trustee for all reasonable expenses, advances and disbursements reasonably incurred by it and (iii)
indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or
expense (including reasonable attorneys’ fees) incurred by it in connection with the administration
of the Issuing Entity or the performance of its duties. The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Indenture Trustee
shall notify the Issuing Entity and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuing Entity and the Servicer shall
not relieve the Issuing Entity or the Servicer of its obligations hereunder. The



33









 







Servicer shall
defend any such claim, and the Indenture Trustee may have separate counsel and the Servicer shall
pay the fees and expenses of such counsel. The Indenture Trustee shall not be indemnified by the
Servicer against any loss, liability or expense incurred by it through its own willful misconduct,
negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of
judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in
ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it from the Noteholders in
accordance with the terms of this Indenture and (iii) for interest on any money received by it
except as the Indenture Trustee and the Issuing Entity may agree in writing. The Indenture Trustee
shall not be deemed to have knowledge of any event unless an officer of the Indenture Trustee has
actual knowledge thereof or has received written notice thereof.



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



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




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




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




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



34









 






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



     Upon the resignation or required removal of the Indenture Trustee, or the failure of the
Noteholders to appoint a successor Indenture Trustee following the removal without cause of the
Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring
Indenture Trustee), the Issuing Entity shall be required promptly to appoint a successor Indenture
Trustee. Any successor Indenture Trustee must at all times have a combined capital and surplus
of at least $50,000,000, a long-term debt rating of “[A]” or better by Standard & Poor’s and
Moody’s or be otherwise acceptable to each Rating Agency and also satisfy the requirements of
Section 310(a) of the TIA. Additionally, prior to the appointment of any successor Indenture
Trustee, the Rating Agency Condition must be satisfied with respect to such successor Indenture
Trustee.



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



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



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



     Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture
Trustee pursuant to any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment
of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of
the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to
payment or reimbursement of such amounts as such Person is entitled pursuant to Section
6.07.



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



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     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture, the Notes shall have been
authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee and deliver such Notes so authenticated,
and in case at that time the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder
or in the name of the successor to the Indenture Trustee, and in all such cases such
certificates shall have the full force that it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.



     SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.



     (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate may
at the time be located, the Indenture Trustee and the Administrative Agent acting jointly shall
have the power and may execute and deliver all instruments to appoint one or more Persons to act as
a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the
Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Owner Trust Estate or any part hereof and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee and the Administrative Agent may consider necessary or desirable. If the Administrative
Agent shall not have joined in such appointment within 15 days after it received a request that it
so join, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.08.



     (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




     (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the Indenture
Trustee and such separate trustee or co-trustee jointly (it being intended that such
separate trustee or co-trustee is not authorized to act separately without the Indenture
Trustee joining in such act), except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed, the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Collateral or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture Trustee;




     (ii) no separate trustee or co-trustee hereunder shall be personally liable by reason
of any act or omission of any other trustee hereunder; and




     (iii) the Indenture Trustee and the Administrative Agent may at any time accept the
resignation of or remove any separate trustee or co-trustee.



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     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then-separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or separately, as may
be provided therein, subject to all the provisions of this Indenture and specifically
including every provision of this Indenture relating to the conduct of, affecting the liability of
or affording protection to the Indenture Trustee. Every such instrument shall be filed with the
Indenture Trustee and a copy thereof given to the Administrative Agent.



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



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



     SECTION 6.12 Trustee as Holder of the 200[     ]-[     ] SUBI Certificate. So long as any
Notes are Outstanding, to the extent that the Issuing Entity has rights as a Holder of the 200[     
]-[     ] SUBI Certificate, including rights to distributions and notice, or is entitled to consent to
any actions taken by the Depositor, the Issuing Entity may initiate such action or grant such
consent only with consent of the Indenture Trustee. To the extent that the Indenture Trustee has
rights as a Holder of the 200[     ]-[     ] SUBI Certificate or has the right to consent or withhold
consent with respect to actions taken by the Depositor, the Issuing Entity, such rights shall be
exercised or consent granted (or withheld) upon the written direction of Holders not less than a
Majority Interest of the Notes voting together as a single class; provided,
however, that subject to Section 3.07, any direction to the Indenture Trustee to
remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not
less than 66 2/3% of the Outstanding



37









 







Amount, voting together as a single class, and with respect to
Section 11.15, such direction shall require the written direction of Noteholders holding
100% of the Outstanding Amount.



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




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




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



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



     SECTION 6.15 [Reserved.]



     SECTION 6.16 Preferred Collection of Claims Against Issuing Entity. The Indenture
Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.



ARTICLE SEVEN




NOTEHOLDERS’ LISTS AND REPORTS




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



38









 







disclosure of
any such information as to the names and addresses of the Noteholders under this Indenture,
regardless of the source from which such information was derived.



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



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



     SECTION 7.02 Preservation of Information; Communications to Noteholders.



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



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



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



     SECTION 7.03 Reports by Issuing Entity.



     (a) The Issuing Entity shall:




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




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



39









 






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



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



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



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



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



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



ARTICLE EIGHT




ACCOUNTS, DISBURSEMENTS AND RELEASES




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



40









 







payment or performance under any agreement or instrument that is part of the Owner Trust Estate,
the Indenture Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim an Indenture Default under this Indenture and any
right to proceed thereafter as provided in Article Five.



     SECTION 8.02 Accounts.



     (a) Pursuant to Section 5.01 of the Trust Agreement, there has been established and
there shall be maintained an Eligible Account (initially at [U.S. Bank]) in the name of the
Indenture Trustee until the Outstanding Amount of Notes is reduced to zero, and thereafter, in the
name of the Issuing Entity, which is designated as the “Reserve Account”. The Reserve
Account shall be held for the benefit of the Securityholders, and shall bear a designation clearly
indicating that the funds on deposit therein are held for the benefit of the Securityholders. The
Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the
Outstanding Amount of Notes has been reduced to zero, and thereafter under the sole dominion and
control of the Issuing Entity.



     (b) The Issuing Entity shall cause the Depositor, prior to the Closing Date, to establish and
maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders,
which shall be designated as the “Note Distribution Account”. The Note Distribution Account
shall be held in trust for the benefit of the Noteholders. The Note Distribution Account shall be
under the sole dominion and control of the Indenture Trustee.



     (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the
200[     ]-[     ] Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral
and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible
Account, the Indenture Trustee, until the Outstanding Amount of Notes has been reduced to zero, and
thereafter with respect to the Reserve Account, the Issuing Entity shall, as necessary, assist the
Servicer in causing each Account to be moved to an institution at which it shall be an Eligible
Account.



     SECTION 8.03 Payment Date Certificate.



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




     (i) the amount of SUBI Collections allocable to the 200[     ]-[      ] SUBI Certificate;




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



41









 






     (iii) the amount of interest accrued during such Accrual Period on each Class of the
Notes;




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




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




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




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




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




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




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




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




     (xii) the amount of Sales Proceeds Advances and Monthly Payment Advances included in
Available Funds;




     (xiii) the amount of any Payment Date Advance Reimbursement for such Collection Period;




     (xiv) the Servicing Fee for such Collection Period;




     (xv) delinquency and loss information for the Collection Period,




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




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



42









 






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




     (xix) any new issuance of Notes or other securities backed by the SUBI Assets,




     (xx) any material additions, removals or substitutions of SUBI Assets, repurchases of
SUBI Assets, and




     (xxi) any material change in the underwriting, origination or acquisition of Leases.



     Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be
expressed in the aggregate and as a dollar amount per $[1,000] of original principal balance of a
Note or Trust Certificate, as applicable.



     (b) The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy
of any of the information or numbers set forth in the Payment Date Certificate delivered to the
Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully
protected in relying upon such Payment Date Certificate.



     SECTION 8.04 Disbursement of Funds.



     (a) On each Payment Date, prior to 11:00 a.m., New York City time, or such other time as may
be agreed to by the applicable Noteholder, the Trustee (acting through the Trust Agent) shall, in
accordance with the related Payment Date Certificate and pursuant to the instructions of the
Servicer, transfer from the 200[     ]-[     ] SUBI Collection Account all Securityholder Available Funds
and apply such amount, in accordance with the following priorities:




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




     (ii) to the related Distribution Account the Monthly Principal Distributable Amount
distributable to each Class of Notes and the Trust Certificates, in the following order of
priority:




     (A) on any Payment Date (so long as the maturity of
the Notes has not been accelerated pursuant to Section 5.02):




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



43









 






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




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




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




     (5) after the principal amount of the Class A-4 Notes is reduced to
zero, to the Certificate Distribution Account for distribution of principal
to the Trust Certificateholders, until the Trust Certificates have been paid
in full; and




     (B) on any Payment Date after the maturity of the
Notes has been accelerated pursuant to Section 5.02:




     (1) first, to the Class A-1 Noteholders (until the Class A-1 Notes have
been paid in full) and second, to the other Noteholders pro rata (based on
the Outstanding Amount of Notes of each such Class on such Payment Date),
until all Notes have been paid in full, and




     (2) to the Certificate Distribution Account, for distribution to the
Trust Certificateholders for amounts due and unpaid in respect of the
principal amount of the Trust Certificates, until the Trust Certificates
have been paid in full;




     (iii) until all Classes of Notes have been paid in full and unless the maturity of the
Notes have been accelerated following an Indenture Default, to the Reserve Account, any
remaining funds, until the Reserve Account Requirement has been satisfied; and




     (iv) to the Certificate Distribution Account for the Depositor.



     (b) On each Payment Date, after taking into account amounts to be distributed to
Securityholders from the 200[     ]-[     ] SUBI Collection Account, the Servicer will allocate the
Reserve Account Draw Amount, if any, reflected in the Payment Date Certificate with respect to the
related Collection Period and will instruct the Indenture Trustee to make the following deposits
and distributions from the Reserve Account in the following amounts (but not to exceed the Reserve
Account Draw Amount) and order of priority, prior to the distributions made pursuant to Section
8.04(a):




     (i) to the Note Distribution Account, to pay any remaining interest due on the
outstanding Notes on such Payment Date (and, to the extent permitted under applicable law,
interest on any overdue interest at the Overdue Interest Rate); and



44









 






     (ii) to the Note Distribution Account, to pay principal of the Notes in the amounts and
order of priority set forth in Section 8.04(a)(ii).



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



     (d) On each Payment Date or Redemption Date, from the amounts on deposit in the Note
Distribution Account, the Indenture Trustee shall duly and punctually distribute payments of
principal and interest on the Notes due and by check mailed to the Person whose name appears as the
registered holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the related Deposit Date, except that with respect to Notes registered on the
Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and
(ii) a Person (other than the nominee of DTC) that holds Notes with original denominations
aggregating at least $1 million and has given the Indenture Trustee appropriate written
instructions at least [five] Business Days prior to the related Deposit Date (which instructions,
until revised, shall remain operative for all Payment Dates thereafter), payments will be made by
wire transfer in immediately available funds to the account designated by such nominee or Person.
Such checks shall be mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of the applicable Deposit Date without requiring that the Note be
submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or
more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall
be binding upon all future holders of any Note issued upon the registration of transfer thereof or
in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under
the Code by any Person from payment to any Noteholder of interest or principal shall be considered
to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If
funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for
payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or
Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuing Entity,
will notify each Person who was the registered holder of a Note as of the Deposit Date preceding
the most recent Payment Date or Redemption Date by notice mailed not less than [15] but no more
than [30] days of such Payment Date or Redemption Date and the amount then due and payable shall be
payable only upon presentation and surrender of the Note at the Corporate Trust Office of the
Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes
located in The Borough of Manhattan in The City of New York.



     (e) On each Payment Date, the Indenture Trustee shall include with each distribution an
unaudited report (which may be or may be based upon the Payment Date Certificate prepared by the
Servicer) to each Person that was a Noteholder as of the close of business on the related Deposit
Date (which shall be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the
limited circumstances described herein), and each Rating Agency setting forth the following
information with respect to such Payment Date or the related Deposit Date or Collection Period, as
the case may be:



45









 






     (i) the amount of SUBI Collections allocable to the 200[     ]-[     ] SUBI Certificate;




     (ii) the amount of Available Funds;




     (iii) the amount of interest accrued during such Accrual Period on each Class of the
Notes;




     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note
Balance, the Class A-4 Note Balance and the Certificate Balance, in each case before giving
effect to payments on such Payment Date;




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




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




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




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




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




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




     (xi) the amount of Sales Proceeds Advances and Monthly Payment Advances included in
Available Funds;




     (xii) the amount of any Payment Date Advance Reimbursement for such Collection Period;
and




     (xiii) the Servicing Fee for such Collection Period.



     Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be
expressed in the aggregate and as a dollar amount per $[1,000] of original principal balance of a
Note or Trust Certificate, as applicable. Note Owners may obtain copies of such reports upon a
request in writing to the Indenture Trustee at the Corporate Trust Office.



     SECTION 8.05 General Provisions Regarding Accounts. 



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     (a) For so long as no Default or Indenture Default shall have occurred and be continuing, all
of the funds in the Reserve Account shall be invested and reinvested by the Indenture Trustee,
until the Outstanding Amount of the Notes has been reduced to zero and thereafter by the Owner
Trustee, at the direction of the Administrative Agent in Permitted Investments as set forth in
Section 4.02(a) of the Titling Trust Agreement, which mature no later than the Deposit Date
succeeding the date of such investment, including those offered by the Indenture Trustee or an
Affiliate thereof. No such investment shall be sold prior to maturity. Any
investment earnings on the Reserve Account will be taxable to the Depositor. On each Payment
Date, net investment earnings on the Reserve Account shall be deposited in the Reserve Account.



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



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



     SECTION 8.06 Release of Owner Trust Estate.



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



     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining
portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and
release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the
Trust Accounts. Such release shall include delivery to the Issuing Entity or its designee of the
200[     ]-[     ] SUBI Certificate and delivery to the Securities Intermediary under the Control
Agreement of a certificate evidencing the release of the lien of this Indenture and transfer of
dominion and control over the Reserve Account to the Issuing Entity. The Indenture Trustee shall
release property from the lien of this Indenture pursuant to this Section only upon receipt of an
Issuing Entity Request.



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     SECTION 8.07 Release of Interest In 200[     ]-[     ] Leases and 200[     ]-[     ] Vehicles Upon
Purchase or Reallocation by the Servicer.



     (a) Upon the reallocation or purchase of any 200[     ]-[     ] Lease and related 200[     ]-[     ]
Vehicle by the Servicer pursuant to Section 8.02 of the Servicing Agreement, the Indenture
Trustee, on behalf of the Noteholders, shall, without further action, be deemed to release from
the lien of this Indenture any and all rights to receive monies due or to become due with
respect to such purchased or reallocated 200[     ]-[     ] Lease and related 200[     ]-[     ] Vehicle and
all proceeds thereof and the other property with respect to such 200[     ]-[     ] Lease and related
200[     ]-[     ] Vehicle, and all security and any documents relating thereto, and such 200[     ]-[     ]
Lease and related 200[     ]-[     ] Vehicle and all such related security and documents shall be free of
any further obligation to the Issuing Entity, the Indenture Trustee or the Noteholders.



     (b) The Indenture Trustee shall execute such documents and instruments and take such other
actions as shall be reasonably requested by the Servicer to effect the release of such rights with
respect to such 200[     ]-[     ] Lease and related 200[     ]-[     ] Vehicle pursuant hereto and the
assignment of such 200[     ]-[     ] Lease and 200[     ]-[     ] Vehicle by the Issuing Entity.



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



ARTICLE NINE




SUPPLEMENTAL INDENTURES




     SECTION 9.01 Supplemental Indentures Without Consent of Noteholders. 



     (a) Except as provided in Section 9.02, without the consent of any other Person, the
Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request), may enter
into one or more amendments or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or
for the purpose of modifying in any manner the rights of the Noteholders under this Indenture;
provided that (i) either (A) any amendment or supplemental indenture that materially and adversely
affects the interests of the Noteholders shall require the consent of Noteholders



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holding not less
than a Majority Interest of the Notes voting together as a single class, or (B) such amendment or
supplemental indenture shall not, as evidenced by an Officer’s Certificate of the Depositor
delivered to the Indenture Trustee, materially and adversely affect the interests of the
Noteholders and (ii) any supplement that adversely affects the interests of the Servicer, the Trust
Certificateholder, the Indenture Trustee, the Owner Trustee or the Administrative Agent shall
require the prior consent of the Persons whose interests are adversely affected. A
supplement shall be deemed not to materially and adversely affect the interests of the
Noteholders if the Rating Agency Condition is satisfied with respect to such supplement and the
Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee.
The consent of the Servicer, the Trust Certificateholder, the Owner Trustee or the Administrative
Agent shall be deemed to have been given if the Depositor does not receive a written objection from
such Person within [10] Business Days after a written request for such consent shall have been
given.



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



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



     (d) Not less than [15] days prior to the execution of any amendment or supplemental indenture
pursuant to this section or Section 9.02, the Issuing Entity shall provide each Rating
Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee
with written notice of the substance of such supplement. No later than [10] Business Days after
the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such
supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee
and the Owner Trustee.



     (e) The Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and stipulations as may be
therein contained.



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



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



     (h) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency
Condition has been satisfied with respect to any amendment or supplemental indenture. When the
Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the
Servicer shall deliver to a Responsible Officer of the Indenture Trustee an Officer’s Certificate
to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from
the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment or
supplemental indenture.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



51









 







conditions of any such
supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.



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



ARTICLE TEN




REDEMPTION OF NOTES




     SECTION 10.01 Redemption.



     (a) Pursuant to Section 9.03 of the Trust Agreement, the Servicer shall be permitted
at its option to purchase the 200[     ]-[     ] SUBI Certificate from the Issuing Entity on any
Redemption Date relating to the exercise of an Optional Purchase. In connection with the exercise
of an Optional Purchase, the Servicer will deposit the Optional Purchase Price into the 200[     ]-[     ] SUBI Collection Account on the Deposit Date relating to the Redemption Date. In connection with
an Optional Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not in part,
for the Redemption Price and the 200[     ]-[     ] SUBI Certificate shall be delivered to or upon the
order of the Servicer.



     (b) In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to
11:00 a.m., New York City time, the Servicer shall transfer the Optional Purchase Price as part of
the Available Funds from the 200[     ]-[     ] SUBI Collection Account as follows: (i) to the Note
Distribution Account, the Redemption Price and (ii) to the Certificate Distribution Account, the
Repayment Price.



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



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



     All notices of redemption shall state:



52









 





     (a) the Redemption Date;



     (b) the Redemption Price;



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



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



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



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



ARTICLE ELEVEN




MISCELLANEOUS




     SECTION 11.01 Compliance Certificates and Opinions. 



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



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




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



53









 






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




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




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



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




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




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




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



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     (iv) Whenever the Issuing Entity would be required to furnish to the Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above if such an Officer’s Certificate had been required
by the Indenture Trustee or required by the TIA, regardless of whether such an Officer’s
Certificate was so requested or required, the Issuing Entity shall furnish to the Indenture
Trustee an Independent Certificate as to the same matters, if the fair value of the property
or securities and of all other property, or securities (other than property described in
clauses (A) or (B) of Section 11.01(b)(v)) released from the lien of this Indenture
since the commencement of the then current calendar year, as set forth in the Officer’s
Certificates required by clause (iii) above and this clause, equals [10]% or more
of the Outstanding Amount, but such Officer’s Certificate need not be furnished in the
case of any release of property or securities if the fair value thereof as set forth in the
related Officer’s Certificate is less than $[25,000] or less than [1]% of the Outstanding
Amount.



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



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



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



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



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition
of the granting of such application, or as evidence of the Issuing Entity’s compliance



55









 







with any
terms hereof, it is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions precedent to the right
of the Issuing Entity to have such application granted or to the sufficiency of such certificate or
report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to
rely upon the truth and accuracy of any statement or opinion contained in any such document as
provided in Article Six.



     SECTION 11.03 Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Indenture Trustee,
and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and
the Issuing Entity, if made in the manner provided in this Section.



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



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



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



     SECTION 11.04 Notices. All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first-class United States mail,
postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each
case as follows: (i) if to the Issuing Entity c/o the Owner Trustee, at Rodney Square North, 1100
N. Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate
Trust Administration with a copy to the Administrative Agent, at BellSouth Tower, 333 Commerce
Street, 10th Floor, B-10-C, Nashville, Tennessee 37201-1800 (telecopier no. (615)
725-1720), Attention: Treasurer; (ii) if to the Indenture Trustee, at [209 South LaSalle Street,
Suite 300, Chicago, IL 60604 (telecopier no. (312) 325-8905), Attention: Nissan Auto Lease Trust
200[     ]-[     ]]; (iii) if to Moody’s, to Moody’s Investors Services, Inc., 99 Church Street, New
York, New York 10007 (telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to
Standard & Poor’s, to Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York, 10041 (telecopier no. (212) 208-0030), Attention: Asset
Backed Monitoring Group; or (v) at such other address as



56









 







shall be designated by any of the
foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt
or reported tender of such communication by an officer of the recipient entitled to receive such
notices located at the address of such recipient for notices hereunder.



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



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



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



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



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



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



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



     SECTION 11.09 Benefits of Indenture. Nothing in this Indenture or the Notes, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder,



57









 







the Noteholders (and, with respect to Sections 8.03 and 8.04, the Trust
Certificateholders), any other party secured hereunder, and any other Person with an ownership
interest in any part of the Owner Trust Estate, any benefit or any legal or equitable right, remedy
or claim under this Indenture.



     SECTION 11.10 Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.



     SECTION 11.11 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     SECTION 11.12 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     SECTION 11.13 Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuing Entity
accompanied by an Opinion of Counsel (who may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



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



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



58









 







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



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



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



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



     SECTION 11.19 Intent of the Parties; Reasonableness. The Indenture Trustee and
Issuing Entity acknowledge and agree that the purpose of Section 3.09 and this Section 11.20 of



59









 







this Agreement is to facilitate compliance by the Issuing Entity and the Depositor with the
provisions of Regulation AB and related rules and regulations of the Commission.



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



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



     SECTION 11.20 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.



     SECTION 11.21 Limitation of Rights. All of the rights of the Swap Counterparty in, to
and under this Indenture or any other Basic Document (including, but not limited to, all of the
Swap Counterparty’s rights as a third-party beneficiary of this Indenture and all of the Swap
Counterparty’s rights to receive notice of any action hereunder or under any other Basic Document
and to give or withhold consent to any action hereunder or under any other Basic Document) shall
terminate upon the termination of the Interest Rate Swap Agreement in accordance with the terms
thereof and the payment in full of all amounts owing to the Swap Counterparty under such Interest
Rate Swap Agreement.



[Signature Page to Follow]





60











 





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



	 	 	 	 	 
	 	NISSAN AUTO LEASE TRUST 200[     ]-[     ]




	 	By:  	


 [Wilmington Trust Company],

not in its individual capacity, but solely as

Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[U.S. BANK NATIONAL ASSOCIATION], as

Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Receipt of this original
counterpart of this Agreement is hereby acknowledged on this ___ of   [                                                            ].



	 	 	 	 	 
	 	NILT, INC.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




S-1









 








STATE OF DELAWARE



COUNTY OF NEW CASTLE





     BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on
this day personally appeared, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of the said [WILMINGTON
TRUST COMPANY], not in its individual capacity but as Owner Trustee of the NISSAN AUTO LEASE TRUST
200[     ]-[     ], a Delaware statutory trust, and that such person executed the same as the act of said
statutory trust for the purpose and consideration therein expressed, and in the capacities therein
stated.




     GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this ___ day of _________,
200[     ].




 





Notary Public in and for the State of DELAWARE




(Seal)



My commission expires:




 







 









 








STATE OF ILLINOIS



COUNTY OF COOK




     BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on
this day personally appeared, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of the said [U.S. BANK
NATIONAL ASSOCIATION], not in its individual capacity but as Indenture Trustee of the NISSAN AUTO
LEASE TRUST 200[     ]-[     ], a Delaware statutory trust, and that such person executed the same as the
act of said statutory trust for the purpose and consideration therein expressed, and in the
capacities therein stated.



     GIVEN
UNDER MY HAND AND SEAL OF OFFICE, this ___ day of __________,
200[     ].



 





Notary Public in and for the State of ILLINOIS




(Seal)



My commission expires:




      





 









 





SCHEDULE I




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




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


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



(2) The 200[      ]-[     ] SUBI Certificate constitutes a “general intangible,” “instrument,”
“certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC.
The Accounts and all subaccounts thereof, constitute either deposit accounts or securities
accounts.



(3) All of the Collateral that constitutes securities entitlements (other than the 200[     ]-[     ]
SUBI Certificate to the extent the 200[     ]-[     ] SUBI Certificate constitutes a certificated
security) has been or will have been credited to one of the Accounts. The securities intermediary
for each Account has agreed to treat all assets credited to the Accounts as “financial assets”
within the meaning of the applicable UCC.



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



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



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



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




 









 







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





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




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




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


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





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




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


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





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




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




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




(11) With respect to Collateral that constitutes certificated securities (other than securities
entitlements), all original executed copies of each security certificate that constitutes or
evidences the Collateral have been delivered to the Indenture Trustee, and each such security
certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the
Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee.



 









 




Other than the transfer of the 200[     ]-[     ] SUBI and the 200[     ]-[     ] SUBI Certificate from NILT
Trust to the Depositor under the SUBI Certificate Transfer Agreement, the transfer of the 200[     ]-[     ] SUBI and the 200[     ]-[     ] SUBI Certificate from the Depositor to the Issuing Entity under the
Trust SUBI Certificate Transfer Agreement and the security interest in the Collateral granted to
the Indenture Trustee pursuant to the Indenture, none of NILT Trust, the Depositor or the Issuing
Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of
the Collateral or the Accounts or any subaccounts thereof. The Issuing Entity has not authorized
the filing of, or is aware of any financing statements against the Issuing Entity that include a
description of collateral covering the Collateral or the Accounts or any subaccount thereof other
than any financing statement relating to the security interest granted to the Indenture Trustee
hereunder or that has been terminated.



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



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




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



 









 





EXHIBIT A




FORM OF CLASS A-1 NOTE




SEE REVERSE FOR CERTAIN DEFINITIONS




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



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



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



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



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



     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL
BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST
HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE
I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29
C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING OR (IV)
ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR
SECTION 4975 OF THE



A-1









 




CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL
NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE
CODE OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.





A-2









 








NISSAN AUTO LEASE TRUST 200[      ]-[      ]

[           ]% ASSET BACKED NOTE, CLASS A-1




			
	REGISTERED
	 	$______
	No. R-______	 	CUSIP NO.______






     Nissan Auto Lease Trust 200[      ]-[      ], a statutory trust organized and existing under the laws
of the State of Delaware (including any permitted successors and assigns, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of                                                    ($                     
                   ) in monthly installments on the
[15th] day of each month, or if such day is not a Business Day, on the immediately
succeeding Business Day, commencing on [                              ], 200[      ] (each, a “Payment
Date”), until the principal of this Note is paid or made available for payment, and to pay
interest on each Payment Date on the Outstanding Class A-1 Note Balance as of the preceding Payment
Date (after giving effect to all payments of principal made on the preceding Payment Date), or as
of the Closing Date in the case of the first Payment Date or if no interest has yet been paid,
during the period from and including the previous Payment Date on which interest was paid, or as of
the Closing Date if no interest has yet been paid, to but excluding the current Payment Date, at
the rate per annum shown above (the “Interest Rate”), in each case as and to the extent
described below; provided, however, that the entire Class A-1 Note Balance shall be
due and payable on the earlier of [                              ], 200[      ] (the “Note Final
Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of
the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the
Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.



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



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



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



A-3









 





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



     Dated: __________, 200[      ]



	 	 	 	 	 
	 	NISSAN AUTO LEASE TRUST 200[      ]-[      ],





	 	By:  	

[WILMINGTON TRUST COMPANY],

as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-4









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	Dated: _________, 200[     ] 	[U.S. BANK NATIONAL ASSOCIATION],

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-5









 








REVERSE OF NOTE





     This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its
“[           ]% Asset Backed Notes, Class A-1” (herein called the “Notes”) issued under an
Indenture, dated as of [                                             ] (such indenture, as supplemented or amended, is
herein called the “Indenture”), between the Issuing Entity and [U.S. Bank National
Association], as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and obligations thereunder of the
Issuing Entity, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.



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



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



     Payments of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears as the registered
holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes registered on the Deposit
Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a
Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at
least $1 million and has given the Indenture Trustee appropriate written instructions at least
[five] Business Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee or Person. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be
binding upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not



A-6









 




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




     As provided in the Indenture, the Servicer will be permitted at its option to purchase the
200[     ]-[     ] SUBI Certificate from the Issuing Entity on any Payment Date if, either before or
after giving effect to any payment of principal required to be made on such Payment Date, the
Securities Balance is less than or equal to [5]% of the Initial Securities Balance. The purchase
price (the “Optional Purchase Price”) for the 200[      ]-[      ] SUBI Certificate shall equal the
Securitization Value of the 200[      ]-[      ] SUBI Assets plus the appraised value of any other property
(other than cash, in which case such value shall be amount of such funds held in cash) held as part
the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the
aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate
(including, to the extent allowed by law, interest on overdue interest, if applicable), to but not
including the Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 200[      ]-[      ]
SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In
connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but
not in part, for the Redemption Price and thereupon the 200[       ]-[      ] SUBI Certificate shall be
delivered to the Servicer.



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



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



A-7









 




provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.




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



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



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



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



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



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



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay



A-8









 




the principal of and interest on this Note at the times, place and rate and in the coin or
currency herein prescribed.





A-9









 








ASSIGNMENT




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



 






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



     
 





     
 





(name and address of assignee)




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



Dated:
1



Signature Guaranteed:








 






 




			
	1	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.




 









 










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




SEE REVERSE FOR CERTAIN DEFINITIONS




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



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



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



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



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



     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL
BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST
HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE
I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29
C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING OR (IV)
ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR



 









 




INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA, SECTION 4975 OF THE CODE OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.





 









 








NISSAN AUTO LEASE TRUST 200
[     ]-[     ]

_____% ASSET BACKED NOTE, CLASS A-[2] [3]




			
	REGISTERED
	 	$______
	No. R-______
	 	CUSIP NO.______






     Nissan Auto Lease Trust
200[     ]-[     ], a statutory trust organized and existing under the laws
of the State of Delaware (including any permitted successors and assigns, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of                                                              ($               
     ) in monthly installments on the
[15th] day of each month, or if such day is not a Business Day, on the immediately
succeeding Business Day, commencing on [                              ], 200[     ] (each, a “Payment
Date”), until the principal of this Note is paid or made available for payment, and to pay
interest on each Payment Date on the Outstanding Class A-[2] [3] Note Balance for the period from
and including the [15th] day of the previous calendar month (after giving effect to all
payments of principal made on the preceding Payment Date) to but excluding the [15th]
day of the month of the current Payment Date, or as of the Closing Date in the case of the first
Payment Date or if no interest has yet been paid during the period from and including the
[15th] day of the month of the previous Payment Date on which interest was paid, or as
of the Closing Date if no interest has yet been paid to but excluding the [15th] day of
the month of the current Payment Date, at the rate per annum shown above (the “Interest
Rate”), in each case as and to the extent described below; provided, however,
that the entire Class A-[2] [3] Note Balance shall be due and payable on the earlier of                     
(the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture. The Issuing Entity shall pay interest on overdue
installments of interest at the Interest Rate to the extent lawful. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.



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



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



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



 









 





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



	 	 	 	 	 
	Dated: ________, 200[       ]






	 	NISSAN AUTO LEASE TRUST 200[      ]-[      ],



By: [WILMINGTON TRUST COMPANY],

       as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





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



	 	 	 	 	 
	Dated: _________, 200[       ] 	[U.S. BANK NATIONAL ASSOCIATION],

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








REVERSE OF NOTE





     This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its
“___% Asset Backed Notes, Class A-[2] [3]” (herein called the “Notes”) issued under an
Indenture, dated as of [                    ] (such indenture, as supplemented or amended, is
herein called the “Indenture”), between the Issuing Entity and [U.S. Bank National
Association], as trustee (the “Indenture Trustee”, which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture. All terms used in this Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to
the Indenture, as so supplemented or amended.



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



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



     Payments of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears as the registered
holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes registered on the Deposit
Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a
Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at
least $1 million and has given the Indenture Trustee appropriate written instructions at least
[five] Business Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee or Person. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be
binding upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not



 









 




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




     As provided in the Indenture, the Servicer will be permitted at its option to purchase the
200[      ]-[      ] SUBI Certificate from the Issuing Entity on any Payment Date if, either before or
after giving effect to any payment of principal required to be made on such Payment Date, the
Securities Balance is less than or equal to [5]% of the Initial Securities Balance. The purchase
price (the “Optional Purchase Price”) for the 200[      ]-[      ] SUBI Certificate shall equal the
Securitization Value of the 200[      ]-[      ] SUBI Assets plus the appraised value of any other property
(other than cash, in which case such value shall be amount of such funds held in cash) held as part
the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the
aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate
(including, to the extent allowed by law, interest on overdue interest, if applicable), to but not
including the Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 200[       ]-[       ]
SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In
connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but
not in part, for the Redemption Price and thereupon the 200[      ]-[      ] SUBI Certificate shall be
delivered to the Servicer.



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



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



 









 




provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.




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



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



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



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



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



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



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay



 









 




the principal of and interest on this Note at the times, place and rate and in the coin or
currency herein prescribed.





 









 








ASSIGNMENT




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



 






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




 



 





(name and address of assignee)




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



Dated:
1



Signature Guaranteed:




 






 




			
	1	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.




 









 










FORM OF CLASS A-4 NOTE




SEE REVERSE FOR CERTAIN DEFINITIONS




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



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



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



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



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



     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL
BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST
HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE
I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29
C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE FOREGOING OR (IV)
ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR



 









 




INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA, SECTION 4975 OF THE CODE OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.





 









 








NISSAN AUTO LEASE TRUST
200[     ]-[     ]

FLOATING RATE ASSET BACKED NOTE, CLASS A-4




			
	REGISTERED
	 	$______
	No. R-______
	 	CUSIP NO.______






     Nissan Auto Lease Trust 200[       ]-[      ], a statutory trust organized and existing under the laws
of the State of Delaware (including any permitted successors and assigns, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of                    
                                          ($              
                          ) in monthly installments on the
[15th] day of each month, or if such day is not a Business Day, on the immediately
succeeding Business Day, commencing on [                                        ] (each, a
“Payment Date”), until the principal of this Note is paid or made available for payment,
and to pay interest on each Payment Date on the Outstanding Class A-4 Note Balance as of the
preceding Payment Date (after giving effect to all payments of principal made on the preceding
Payment Date), or as of the Closing Date in the case of the first Payment Date or if no interest
has yet been paid, during the period from and including the previous Payment Date on which interest
was paid, or as of the Closing Date if no interest has yet been paid, to but excluding the current
Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and
to the extent described below; provided, however, that the entire Class A-4 Note
Balance shall be due and payable on the earlier of [                                                            ]
(the “Note Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to
Section 10.01 of the Indenture. The Issuing Entity shall pay interest on overdue
installments of interest at the Interest Rate to the extent lawful. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.



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



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



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



 









 





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



	 	 	 	 	 
	Dated: ________, 200[     ]






	 	NISSAN AUTO LEASE TRUST 200[      ]-[      ],



By: [WILMINGTON TRUST COMPANY],

       as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





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



	 	 	 	 	 
	Dated: _________, 200[      ] 	[U.S. BANK NATIONAL ASSOCIATION],

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-23 









 








REVERSE OF NOTE






     This Note is one of a duly authorized issue of
Notes of the Issuing Entity, designated as its
“Floating Rate Asset Backed Notes, Class A-4” (herein called the “Notes”) issued under an
Indenture, dated as of [                              ] (such indenture, as supplemented or amended, is
herein called the “Indenture”), between the Issuing Entity and [U.S. Bank National
Association], as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and obligations thereunder of the
Issuing Entity, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.



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



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



     Payments of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears as the registered
holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes registered on the Deposit
Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a
Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at
least $1 million and has given the Indenture Trustee appropriate written instructions at least
[five] Business Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee or Person. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be
binding upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not



 









 




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




     As provided in the Indenture, the Servicer will be permitted at its option to purchase the
200[      ]-[      ] SUBI Certificate from the Issuing Entity on any Payment Date if, either before or
after giving effect to any payment of principal required to be made on such Payment Date, the
Securities Balance is less than or equal to [5]% of the Initial Securities Balance. The purchase
price (the “Optional Purchase Price”) for the 200[      ]-[      ] SUBI Certificate shall equal the
Securitization Value of the 200[      ]-[      ] SUBI Assets plus the appraised value of any other property
(other than cash, in which case such value shall be amount of such funds held in cash) held as part
the Trust Assets (less liquidation expenses). The Redemption Price for the Notes will equal the
aggregate Note Balance, plus accrued and unpaid interest thereon at the related Interest Rate
(including to the extent allowed by law, interest on overdue interest, if applicable), to but not
including the Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into the 200[      ]-[      ]
SUBI Collection Account on the Deposit Date relating to the Payment Date fixed for redemption. In
connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but
not in part, for the Redemption Price and thereupon the 200[       ]-[      ] SUBI Certificate shall be
delivered to the Servicer.



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



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



 









 




provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.




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



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



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



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



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



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



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay



 









 




the principal of and interest on this Note at the times, place and rate and in the coin or
currency herein prescribed.





 









 








ASSIGNMENT




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



 






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



     
 


 




(name and address of assignee)




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



Dated:
1



Signature Guaranteed:





 




			
	1	 	The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change whatsoever.




 









 










EXHIBIT B




FORM OF DEPOSITORY AGREEMENT





B-1 









 








EXHIBIT C




Servicing Criteria To Be Addressed In Assessment Of Compliance




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



	 	 	 
	Reference	 	Criteria
	 
	 	 
	 

	 	 Cash Collection and Administration
	 
	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
personnel.
	 
	 	 
	 

	 	 Investor Remittances and Reporting
	 
	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and
other terms set forth in the transaction agreements.
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two
business days to the Servicer’s investor records, or such
other number of days specified in the transaction
agreements.
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, or
custodial bank statements.







C-1