exv10w7







EXHIBIT 10.7




 





NILT TRUST,

as Transferor,




and



NISSAN AUTO LEASING LLC II,

as Transferee



_____________________

SUBI CERTIFICATE

TRANSFER AGREEMENT




Dated as of July 25, 2011

_____________________



 




 









 





TABLE OF CONTENTS




	 	 	 
	 	 	Page
	ARTICLE ONE DEFINITIONS
	 	2
	Section 1.01 Definitions
	 	2
	Section 1.02 Interpretive Provisions
	 	2
	 
	ARTICLE TWO TRANSFER OF 2011-A SUBI CERTIFICATE
	 	2
	Section 2.01 Transfer of 2011-A SUBI Certificate
	 	2
	Section 2.02 True Sale
	 	3
	Section 2.03 Representations and Warranties of the Transferor and the Transferee
	 	3
	Section 2.04 Financing Statement and Books and Records
	 	6
	Section 2.05 Acceptance by the Transferee
	 	7
	Section 2.06 Release of Claims
	 	7
	 
	ARTICLE
THREE MISCELLANEOUS
	 	7
	Section 3.01 Amendment
	 	7
	Section 3.02 Governing Law
	 	8
	Section 3.03 Severability
	 	8
	Section 3.04 Binding Effect
	 	9
	Section 3.05 Headings
	 	9
	Section 3.06 Counterparts
	 	9
	Section 3.07 Further Assurances
	 	9
	Section 3.08 Third-Party Beneficiaries
	 	9
	Section 3.09 No Petition
	 	9
	Section 3.10 No Recourse
	 	9
	 
	Schedule I Perfection Representations, Warranties and Covenants
	 	 






-i-









 






SUBI CERTIFICATE TRANSFER AGREEMENT




     This SUBI Certificate Transfer Agreement, dated as of July 25, 2011 (as amended, supplemented
or otherwise modified from time to time, this “Agreement”), is between NILT Trust, a
Delaware statutory trust (“NILT Trust”), as transferor (the “Transferor”), and
Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as transferee
(the “Transferee”).



RECITALS




     A. Nissan-Infiniti LT (the “Titling Trust”) is a Delaware statutory trust governed by
the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the
“Titling Trust Agreement”), by and among, NILT Trust, as grantor and initial beneficiary
(in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan
Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the
“Servicer”), Wilmington Trust Company, a Delaware corporation with trust powers
(“Wilmington Trust”), as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a
Delaware corporation, as trustee (the “Titling Trustee”), and U.S. Bank National
Association, a national banking association (“U.S. Bank”), as trust agent (the “Trust
Agent”);



     B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking
assignments and conveyances of and holding in trust various assets (the “Trust Assets”);



     C. The Grantor, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee
and the Trust Agent are entering into the 2011-A SUBI Supplement, dated as of July 25, 2011 (the
“2011-A SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI
Trust Agreement”), to (i) establish a special unit of beneficial interest (the “2011-A
SUBI”), and (ii) identify and allocate certain Trust Assets to the 2011-A SUBI;



     D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “2011-A
Leases”), the vehicles that are leased under the 2011-A Leases (the “2011-A Vehicles”),
and certain other related Trust Assets have been allocated to the 2011-A SUBI;



     E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the
2011-A SUBI (the “2011-A SUBI Certificate”) to the Transferor;



     F. The Transferor and the Transferee desire to provide for the sale, transfer and assignment
by the Transferor to the Transferee, without recourse, of all of the Transferor’s right, title and
interest in and to the 2011-A SUBI Certificate; and



     G. Immediately after the transfer and assignment of the 2011-A SUBI Certificate to the
Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in
the 2011-A SUBI Certificate to Nissan Auto Lease Trust 2011-A, as issuer (the “Issuing
Entity”) in connection with a securitization.



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



(NALT 2011-A SUBI Certificate Transfer Agreement)




1









 








ARTICLE ONE

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein that are not otherwise
defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated
as of July 25, 2011, among the Issuing Entity, NILT Trust, as Grantor and UTI Beneficiary, the
Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such
capacity, the “Administrative Agent”), NALL II, the Titling Trustee, Wilmington Trust, as
Delaware Trustee and owner trustee (in such capacity, the “Owner Trustee”), the Trust
Agent, and Citibank, N.A., as indenture trustee (in such capacity, the “Indenture
Trustee”).



     Section 1.02 Interpretive Provisions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, (i) terms used herein
include, as appropriate, all genders and the plural as well as the singular, (ii) references to
words such as “herein,” “hereof” and the like shall refer to this Agreement as a whole and not to
any particular part, Article or Section within this Agreement, (iii) references to an Article or
Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or
Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include
without limitation,” (v) the term “or” shall include “and/or,” (vi) the term “proceeds” shall have
the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted
successors and assigns, (viii) references to agreements and other contractual instruments include
all subsequent amendments, amendments and restatements and supplements thereto or changes therein
entered into in accordance with their respective terms and not prohibited by this Agreement, except
that references to the SUBI Trust Agreement include only such items as related to the 2011-A SUBI
and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules
and regulations thereunder and any successors thereto, (x) references to this Agreement include all
Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or words of similar
import, shall, to the extent required to effectuate the appointment of any Co-Trustee pursuant to
the Titling Trust Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of
the Titling Trust, and (xii) in the computation of a period of time from a specified date to a
later specified date, the word “from” shall mean “from and including” and the words “to” and
“until” shall mean “to but excluding.”



ARTICLE TWO

TRANSFER OF 2011-A SUBI CERTIFICATE




     Section 2.01 Transfer of 2011-A SUBI Certificate.



     In consideration of the Transferee’s delivery to, or upon the order of, the Transferor of
$1,054,216,867.47 (the “Transfer Price”) consisting of $867,759,279.06 in cash by federal
wire transfer (same day) funds, of which an amount equal to approximately 17.6868% of the Transfer
Price will represent the proceeds of a capital contribution from NMAC to the Transferee, the
Transferor hereby absolutely sells, transfers, assigns and otherwise conveys to the Transferee,
without recourse, and the Transferee does hereby purchase and acquire, as of the date set forth
above, all of the Transferor’s right, title and interest in and to the following (collectively, the
“Assets”):



(NALT 2011-A SUBI Certificate Transfer Agreement)




2









 









     (i) the 2011-A SUBI Certificate and the interest in the 2011-A SUBI represented
thereby, including all monies due and paid or to become due and paid or payable thereon or
in respect thereof after the Cutoff Date;




     (ii) all of the Transferor’s rights and benefits as holder of the 2011-A SUBI
Certificate under the Servicing Agreement and the SUBI Trust Agreement;




     (iii) the right to realize upon any property that underlies or may be deemed to secure
the interest in the 2011-A SUBI represented by the 2011-A SUBI Certificate, as granted in
the 2011-A SUBI Supplement and in the 2011-A SUBI Certificate;




     (iv) all general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, securities accounts, investment property, financial
assets, goods, letters of credit, letters of credit rights, advices of credit and
uncertificated securities, and other property consisting of, arising from, or relating or
credited to the foregoing; and




     (v) all cash and non-cash proceeds of all of the foregoing.



     Section 2.02 True Sale. The parties hereto intend that the sale, transfer, and
assignment of the Assets constitutes a true sale and assignment of the Assets such that any
interest in and title to the Assets would not be property of the Transferor’s estate in the event
that the Transferor becomes a debtor in a case under any bankruptcy law. To the extent that the
conveyance of the Assets hereunder is characterized by a court or similar governmental authority as
a financing (i) it is intended by the Transferor and the Transferee that the interest conveyed
constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by
the Transferor to the Transferee to secure the Transfer Price to the Transferor, which security
interest shall be perfected and of a first priority, (ii) the Transferor hereby grants to the
Transferee a security interest in all of its right, title, and privilege and interest in and to the
Assets and the parties hereto agree that this Agreement constitutes a “security agreement” under
all applicable laws, and (iii) the possession by the Transferee or its agent of the 2011-A SUBI
Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser
or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant
to the New York UCC and the UCC of any other applicable jurisdiction.



     Section 2.03 Representations and Warranties of the Transferor and the Transferee.



          (a) The Transferor hereby represents and warrants to the Transferee as of the date of this
Agreement and the Closing Date that:




     (i) Organization and Good Standing. The Transferor is a statutory trust duly
formed, validly existing, and in good standing under the laws of the State of Delaware, and
has the power and the authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted, and had at all
relevant times, and shall have, power, authority and legal right to acquire, own and sell
the Assets.



(NALT 2011-A SUBI Certificate Transfer Agreement)




3









 









     (ii) Due Qualification. The Transferor is duly qualified to do business as a
foreign business trust in good standing, and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or the conduct of
its business shall require such qualifications, except where the failure to have any such
license, approval, or qualification would not have a Material Adverse Effect on the
Transferor.




     (iii) Power and Authority. The Transferor has the power and authority to
execute and deliver this Agreement and to carry out its terms; and the execution, delivery,
and performance of this Agreement has been duly authorized by the Transferor by all
necessary action.




     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and
binding obligation of the Transferor, enforceable against it in accordance with its terms,
except as enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of
creditors’ rights in general and by general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at law.




     (v) No Violation. The execution, delivery, and performance by the Transferor
of this Agreement, the consummation of the transactions contemplated by this Agreement, and
the fulfillment of the terms hereof do not (A) conflict with, or result in any breach of any
of the terms and provisions of, or constitute (with or without notice or lapse of time) a
default under the Transferor’s trust agreement, (B) conflict with or breach any of the
material terms or provisions of, or constitute (with or without notice or lapse of time) a
default under, any indenture, agreement or other instrument to which the Transferor is a
party or by which it may be bound or any of its properties are subject, (C) result in the
creation or imposition of any Lien upon any of its properties pursuant to the terms of any
material indenture, agreement, or other instrument (other than as permitted by the Basic
Documents), (D) violate any law or, to the knowledge of the Transferor, any order, rule, or
regulation applicable to it or its properties, or (E) contravene, violate, or result in a
default under any judgment, injunction, order, decree, or other instrument of any court or
of any federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferor or any of its properties, except to
the extent that such contravention, violation, or default would not be likely to have a
Material Adverse Effect.




     (vi) No Proceedings. There are no proceedings in which the Transferor has been
served or, to the knowledge of the Transferor, proceedings or investigations that are
pending or threatened in each case against the Transferor, before any court, regulatory
body, administrative agency or other tribunal, or governmental instrumentality (A) asserting
the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any other Basic Document, or (C) seeking any
determination or ruling that, in the reasonable judgment of the Transferor, would materially
and adversely affect the performance by the Transferor of its obligations under this
Agreement.



(NALT 2011-A SUBI Certificate Transfer Agreement)




4









 









     (vii) Title to 2011-A SUBI Certificate. Immediately prior to the transfer of
the 2011-A SUBI Certificate pursuant to this Agreement, the Transferor (A) is the true and
lawful owner of the 2011-A SUBI Certificate and it has the legal right to transfer the
2011-A SUBI Certificate, (B) has good and valid title to the 2011-A SUBI Certificate and the
2011-A SUBI Certificate is on the date hereof free and clear of all Liens, and (C) will
convey good, valid, and indefeasible title to the 2011-A SUBI Certificate to the Transferee
under this Agreement.



          (b) Perfection Representations. The representations, warranties and covenants set
forth on Schedule I hereto shall be a part of this Agreement for all purposes.
Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection
representations contained in Schedule I shall be continuing, and remain in full force and
effect until such time as all obligations under the Indenture have been finally and fully paid and
performed. The parties to this Agreement: (i) shall not waive any of the perfection
representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt
written notice of any breach of perfection representations contained in Schedule I, and
(iii) shall not waive a breach of any of the perfection representations contained in Schedule
I.



          (c) The Transferee hereby represents and warrants to the Transferor as of the date of this
Agreement and the Closing Date that:




     (i) Organization and Good Standing. The Transferee is a limited liability
company duly organized, validly existing, and in good standing under the laws of the State
of Delaware, has the power and the authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently conducted,
and had at all relevant times, and shall have, power, authority, and legal right to acquire,
own and sell the Assets.




     (ii) Due Qualification. The Transferee is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of property or the
conduct of its business shall require such qualifications, except where the failure to have
any such license, approval or qualification would not have a Material Adverse Effect on the
Transferee.




     (iii) Power and Authority. The Transferee has the power and authority to
execute and deliver this Agreement and to carry out its terms; and the execution, delivery,
and performance of this Agreement has been duly authorized by the Transferee by all
necessary action.




     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and
binding obligation of the Transferee, enforceable against it in accordance with its terms,
except as enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of
creditors’ rights in general and by general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at law.



(NALT 2011-A SUBI Certificate Transfer Agreement)




5









 









     (v) No Violation. The execution, delivery, and performance of this Agreement
by the Transferee and the consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or lapse of time)
a default under, the limited liability company agreement of the Transferee, (B) conflict
with or breach any of the material terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, any indenture, agreement, or other instrument to
which the Transferee is a party or by which it may be bound or any of its properties are
subject, (C) result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any material indenture, agreement, or other instrument (other than
as permitted by the Basic Documents), (D) violate any law or, to the knowledge of the
Transferee, any order, rule, or regulation applicable to it or its properties, or (E)
contravene, violate, or result in a default under any judgment, injunction, order, decree,
or other instrument of any court or of any federal or state regulatory body, administrative
agency, or other governmental instrumentality having jurisdiction over the Transferee or any
of its properties, except to the extent that such contravention, violation, or default would
not be likely to have a Material Adverse Effect.




     (vi) No Proceedings. There are no proceedings in which the Transferee has been
served or, to the knowledge of the Transferee, proceedings or investigations that are
pending or threatened, in each case against the Transferee, before any court, regulatory
body, administrative agency, or other tribunal or governmental instrumentality (A) asserting
the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, or (C) seeking any determination or ruling
that, in the reasonable judgment of the Transferee, would materially and adversely affect
the performance by the Transferee of its obligations under this Agreement.



          (d) The representations and warranties set forth in this Section shall survive the sale of the
Assets by the Transferor to the Transferee, the sale of the Assets by the Transferee to the Issuing
Entity and the pledge and grant of a security interest in the Assets by the Issuing Entity to the
Indenture Trustee (for the benefit of the Noteholders) pursuant to the Indenture. Upon discovery by
the Transferor, the Transferee or the Indenture Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give prompt written notice
to the others.



     Section 2.04 Financing Statement and Books and Records.



          (a) In connection with the conveyance of the Assets hereunder, the Transferor agrees that on
or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all
requisite endorsements, the 2011-A SUBI Certificate and will file on or within ten days of the
Closing Date, at its own expense, one or more financing statements with respect to the Assets
meeting the requirements of applicable state law in such manner as necessary to perfect, preserve,
maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the
Transferor (and any continuation statements as are required by applicable state law), and to
deliver a file-stamped copy of each such financing statement (or continuation statement) or other
evidence of such filings (which may, for purposes of this Section 2.04,



(NALT 2011-A SUBI Certificate Transfer Agreement)




6









 







consist of telephone confirmation of such filings with the file stamped copy of each such
filing to be provided to the Transferee in due course), as soon as is practicable after receipt by
the Transferor thereof.




          (b) The Transferor further agrees that it will take no actions inconsistent with the
Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books,
records, and statements that the Assets have been sold to the Transferee.



     Section 2.05 Acceptance by the Transferee. The Transferee agrees to comply with all
covenants and restrictions applicable to a Holder of the 2011-A SUBI Certificate and the interest
in the 2011-A SUBI represented thereby, whether set forth in the 2011-A SUBI Certificate, in the
SUBI Trust Agreement, or otherwise, and assumes all obligations and liabilities, if any, associated
therewith.



     Section 2.06 Release of Claims. Pursuant to Section 3.04(b) of the Titling
Trust Agreement (as amended by Section 12.07 of the 2011-A SUBI Supplement) and Section
12.02(b) of the 2011-A SUBI Supplement, the Transferee hereby covenants and agrees for the
express benefit of each holder from time to time of a UTI Certificate and any other SUBI
Certificate that the Transferee shall release all claims to the UTI Assets and the related Other
SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully
all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case
may be.



ARTICLE THREE

MISCELLANEOUS




     Section 3.01 Amendment.



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



(NALT 2011-A SUBI Certificate Transfer Agreement)





7









 








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



          (c) Notwithstanding anything herein to the contrary, any term or provision of this Agreement
may be amended by the parties hereto without the consent of any of the Noteholders or any other
Person to add, modify or eliminate any provisions as may be necessary or advisable in order to
comply with or obtain more favorable treatment under or with respect to any law or regulation or
any accounting rule or principle (whether now or in the future in effect); it being a condition to
any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s
Certificate described in Section 3.01(a)(i)(B) is delivered to the Indenture Trustee.



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



          (e) Prior to the execution of any amendment to this Agreement, NALL II shall provide each
Rating Agency, the Trust Certificateholder, the Transferor, the Owner Trustee and the Indenture
Trustee with written notice of the substance of such amendment. No later than 10 Business Days
after the execution of any amendment to this Agreement, NALL II shall furnish a copy of such
amendment to each Rating Agency, the Trust Certificateholder, the Indenture Trustee and the Owner
Trustee.



          (f) Neither U.S. Bank, as trustee of NILT Trust, nor the Indenture Trustee shall be under any
obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any
amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the
Servicer shall deliver to a Responsible Officer of U.S. Bank, as trustee of NILT Trust, and the
Indenture Trustee an Officer’s Certificate to that effect, and U.S. Bank, as trustee of NILT Trust,
and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer
that a Rating Agency Condition has been satisfied with respect to such amendment.



     Section 3.02 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to any otherwise applicable
principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law).



     Section 3.03 Severability. If one or more of the covenants, agreements, or provisions
of this Agreement shall be, for any reason whatever, held invalid or unenforceable, such provisions
shall be deemed severable from the remaining covenants, agreements, and provisions of this
Agreement, and such invalidity or unenforceability shall in no way affect the validity or
enforceability of such remaining covenants, agreements, and provisions, or the rights of any



(NALT 2011-A SUBI Certificate Transfer Agreement)




8









 







parties hereto. To the extent permitted by law, the parties hereto waive any provision of law
that renders any provision of this Agreement invalid or unenforceable in any respect.




     Section 3.04 Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their permitted successors and assigns.



     The Transferor acknowledges and agrees that (a) (i) the Transferee may, pursuant to the Trust
SUBI Certificate Transfer Agreement, transfer and assign the 2011-A SUBI and the 2011-A SUBI Assets
represented thereby and assign its rights under this Agreement to the Issuing Entity, and (ii) the
representation, warranties and covenants contained in this Agreement and the rights of the
Transferee under this Agreement are intended to benefit the Issuing Entity, and (b) (the Issuing
Entity may, pursuant to the Indenture, pledge and grant a security interest in the 2011-A SUBI and
the 2011-A SUBI Assets represented thereby and assign the Transferee’s rights under this Agreement
to the Indenture Trustee, and (ii) the representation, warranties, and covenants contained in this
Agreement and the rights of the Transferee under this Agreement are intended to benefit the
Indenture Trustee (for the benefit of the holders of the Notes). The Transferor hereby consents to
all such transfers, assignments, pledges and grants.



     Section 3.05 Headings. The Article and Section headings are for convenience of
reference only and shall not define or limit any of the terms or provisions hereof.



     Section 3.06 Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an original, but all of
which counterparts shall together constitute but one and the same instrument.



     Section 3.07 Further Assurances. Each party hereto shall do such acts, and execute
and deliver to the other party such additional documents or instruments as may be reasonably
requested, in order to effect the purposes of this Agreement and to better assure and confirm unto
the requesting party its rights, powers and remedies hereunder.



     Section 3.08 Third-Party Beneficiaries. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and each Holder of the 2011-A SUBI Certificate and each
Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise
provided in this Agreement, no other Person shall have any right or obligation hereunder.



     Section 3.09 No Petition. Each of the parties hereto covenants and agrees that prior
to the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against the Grantor, the Transferor, the Titling Trustee, the Titling Trust,
the Issuing Entity, any Special Purpose Affiliate or any Beneficiary, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any
federal or state bankruptcy or similar law.



     This Section shall survive the complete or partial termination of this Agreement, the
resignation or removal of the Titling Trustee and the complete or partial resignation or removal of
the Servicer.



(NALT 2011-A SUBI Certificate Transfer Agreement)





9









 








     Section 3.10 No Recourse. It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by U.S. Bank, not individually or personally, but
solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested
in it, (b) each of the representations, undertakings, and agreements herein made on the part of the
Transferor, as it relates to NILT Trust, is made and intended not as personal representations,
undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only
NILT Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank,
individually or personally, to perform any covenant, either expressed or implied, contained herein,
all such liability, if any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto, and (d) under no circumstances shall U.S. Bank be
personally liable for the payment of any indebtedness or expenses of NILT Trust under this
Agreement or any other related documents.



[Signature Page to Follow]




(NALT 2011-A SUBI Certificate Transfer Agreement)






10









 








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



	 	 	 	 	 
	 	NILT TRUST, as Transferor

 	 
	 	By:  	 U.S. BANK NATIONAL
 	 
	 	 	ASSOCIATION, as Trustee 	 
	 	 	 
	 	By:  	/s/ Patricia M. Child	 
	 	 	Name:  	Patricia M. Child	 
	 	 	Title:  	Vice President 	 
	 
	 	NISSAN AUTO LEASING LLC II, as Transferee

 	 
	 	By:  	/s/ Mark F. Wilten	 
	 	 	Name:  	Mark F. Wilten	 
	 	 	Title:  	Treasurer	 
	 



(NALT 2011-A SUBI Certificate Transfer Agreement)





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SCHEDULE I




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




     In addition to the representations, warranties and covenants contained in the SUBI Certificate
Transfer Agreement, NILT Trust (“NILT Trust”), as transferor, hereby represents, warrants,
and covenants to the Nissan Auto Leasing LLC II (“NALL II”), as transferee, as follows on
the Closing Date:


1. The SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as
defined in the applicable UCC) in the 2011-A SUBI Certificate in favor of NALL II, which security
interest is prior to all other Liens and is enforceable as such as against creditors of and
purchasers from NILT Trust.



2. The
2011-A SUBI Certificate constitutes a “general intangible,”
“instrument,” “certificated
security” or “tangible chattel paper,” within the meaning of the applicable UCC.



3. NILT Trust owns and has good and marketable title to the 2011-A SUBI Certificate free and clear
of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or
similar governmental charges or levies incurred in the ordinary course of business that are not yet
due and payable or as to which any applicable grace period shall not have expired, or that are
being contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Lien attaches is not impaired during the pendency of
such proceeding.



4. NILT Trust has received all consents and approvals to the sale of the 2011-A SUBI Certificate
hereunder to NALL II required by the terms of the 2011-A SUBI Certificate to the extent that it
constitutes an instrument or a payment intangible.



5. NILT Trust has received all consents and approvals required by the terms of the 2011-A SUBI
Certificate, to the extent that it constitutes a securities entitlement, certificated security or
uncertificated security, to the transfer to NALL II of its interest and rights in the 2011-A SUBI
Certificate hereunder.



6. NILT Trust has caused or will have caused, within ten days after the effective date of the SUBI
Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of
the 2011-A SUBI Certificate from NILT Trust to NALL II and the security interest in the 2011-A SUBI
Certificate granted to NALL II hereunder.



7. To the extent that the 2011-A SUBI Certificate constitutes an instrument or tangible chattel
paper, all original executed copies of each such instrument or tangible chattel paper have been
delivered to NALL II.



8. Other than the transfer of the 2011-A SUBI Certificate from NILT Trust to NALL II under the SUBI
Certificate Transfer Agreement and from NALL II to the Issuing Entity under the Trust SUBI
Certificate Transfer Agreement and the security interest granted to the Indenture




(NALT 2011-A SUBI Certificate Transfer Agreement)




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Trustee pursuant to the Indenture, NILT Trust has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the 2011-A SUBI Certificate. NILT Trust has not authorized the
filing of, nor is aware of, any financing statements against NILT Trust that include a description
of collateral covering the 2011-A SUBI Certificate other than any financing statement relating to
any security interest granted pursuant to the Basic Documents or that has been terminated.



9. No instrument or tangible chattel paper that constitutes or evidences the 2011-A SUBI
Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.




(NALT 2011-A SUBI Certificate Transfer Agreement)





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