exv10w4






EXHIBIT 10.4




      




NISSAN AUTO LEASING LLC II,

as Depositor,




and



WILMINGTON TRUST COMPANY,

as Owner Trustee



 





AMENDED AND RESTATED

TRUST AGREEMENT



Dated as of July 25, 2011



 





 










 









 











CONTENTS




	 	 	 	 	 
	Clause	 	Page
	ARTICLE ONE DEFINITIONS
	 	 	1	 
	SECTION 1.01 Definitions
	 	 	1	 
	SECTION 1.02 Interpretive Provisions
	 	 	1	 
	 
	ARTICLE TWO ORGANIZATION
	 	 	2	 
	SECTION 2.01 Name and Status
	 	 	2	 
	SECTION 2.02 Office
	 	 	2	 
	SECTION 2.03 Purposes and Powers
	 	 	2	 
	SECTION 2.04 Appointment of Owner Trustee
	 	 	3	 
	SECTION 2.05 Liability of the Trust Certificateholders
	 	 	3	 
	SECTION 2.06 Initial Capital Contribution of Owner Trust Estate
	 	 	3	 
	SECTION 2.07 Declaration of Trust
	 	 	3	 
	SECTION 2.08 Title to Issuing Entity Property
	 	 	4	 
	SECTION 2.09 Situs of Issuing Entity
	 	 	4	 
	SECTION 2.10 Representations and Warranties of the Depositor
	 	 	4	 
	SECTION 2.11 Power of Attorney
	 	 	5	 
	 
	ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS
	 	 	6	 
	SECTION 3.01 Initial Ownership
	 	 	6	 
	SECTION 3.02 The Trust Certificates
	 	 	6	 
	SECTION 3.03 Authentication and Delivery of Trust Certificates
	 	 	6	 
	SECTION 3.04 Registration of Transfer and Exchange
	 	 	7	 
	SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates
	 	 	9	 
	SECTION 3.06 Persons Deemed Trust Certificateholders
	 	 	9	 
	SECTION 3.07 Access to List of Trust Certificateholders’ Names and Addresses
	 	 	10	 
	SECTION 3.08 Maintenance of Office or Agency
	 	 	10	 
	SECTION 3.09 Appointment of Paying Agent
	 	 	10	 
	SECTION 3.10 Ownership by the Depositor of Trust Certificates
	 	 	11	 
	 
	ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS
	 	 	11	 
	SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters
	 	 	11	 
	SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters
	 	 	12	 
	SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy
	 	 	12	 
	SECTION 4.04 Restrictions on Trust Certificateholders’ Power
	 	 	12	 
	SECTION 4.05 Majority Control
	 	 	12	 






 









 





CONTENTS





	 	 	 	 	 
	Clause	 	Page
	ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	12	 
	SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account
	 	 	12	 
	SECTION 5.02 Application of Issuing Entity Funds
	 	 	14	 
	SECTION 5.03 Method of Payment
	 	 	17	 
	SECTION 5.04 Duties of Depositor on Behalf of Issuing Entity
	 	 	17	 
	 
	ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	18	 
	SECTION 6.01 General Authority
	 	 	18	 
	SECTION 6.02 General Duties
	 	 	18	 
	SECTION 6.03 Action Upon Instruction
	 	 	18	 
	SECTION 6.04 No Duties Except as Specified
	 	 	19	 
	SECTION 6.05 No Action Unless Specifically Authorized
	 	 	20	 
	SECTION 6.06 Restrictions
	 	 	20	 
	 
	ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE
	 	 	20	 
	SECTION 7.01 Acceptance of Trusts and Duties
	 	 	21	 
	SECTION 7.02 Furnishing of Documents
	 	 	22	 
	SECTION 7.03 Representations and Warranties
	 	 	22	 
	SECTION 7.04 Reliance; Advice of Counsel
	 	 	23	 
	SECTION 7.05 Not Acting in Individual Capacity
	 	 	23	 
	SECTION 7.06 Owner Trustee Not Liable for Trust Certificates
	 	 	23	 
	SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes
	 	 	24	 
	 
	ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE
	 	 	24	 
	SECTION 8.01 Owner Trustee’s Compensation and Indemnification
	 	 	24	 
	 
	ARTICLE NINE TERMINATION OF TRUST AGREEMENT
	 	 	25	 
	SECTION 9.01 Termination of Trust Agreement
	 	 	25	 
	SECTION 9.02 [Reserved]
	 	 	26	 
	SECTION 9.03 Purchase of the 2011-A SUBI Certificate; Repayment of the Trust Certificates
	 	 	26	 
	 
	ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	 	 	27	 
	SECTION 10.01 Eligibility Requirements for Owner Trustee
	 	 	27	 
	SECTION 10.02 Resignation or Removal of Owner Trustee
	 	 	27	 
	SECTION 10.03 Successor Owner Trustee
	 	 	28	 
	SECTION 10.04 Merger or Consolidation of Owner Trustee
	 	 	28	 
	SECTION 10.05 Appointment of Co-Trustee or Separate Trustee
	 	 	29	 
	 
	ARTICLE ELEVEN TAX MATTERS
	 	 	30	 






 









 





CONTENTS





	 	 	 	 	 
	Clause	 	Page	 
	SECTION 11.01 Tax and Accounting Characterization
	 	 	30	 
	SECTION 11.02 Signature on Returns; Tax Matters Partner
	 	 	30	 
	SECTION 11.03 Tax Reporting
	 	 	31	 
	 
	ARTICLE TWELVE MISCELLANEOUS
	 	 	31	 
	SECTION 12.01 Supplements and Amendments
	 	 	31	 
	SECTION 12.02 No Legal Title to Owner Trust Estate
	 	 	32	 
	SECTION 12.03 Limitations on Rights of Others
	 	 	33	 
	SECTION 12.04 Notices
	 	 	33	 
	SECTION 12.05 Severability
	 	 	33	 
	SECTION 12.06 Counterparts
	 	 	33	 
	SECTION 12.07 Successors and Assigns
	 	 	34	 
	SECTION 12.08 No Petition
	 	 	34	 
	SECTION 12.09 No Recourse
	 	 	34	 
	SECTION 12.10 Headings
	 	 	34	 
	SECTION 12.11 GOVERNING LAW
	 	 	34	 
	SECTION 12.12 Trust Certificates Nonassessable and Fully Paid
	 	 	34	 
	SECTION 12.13 Furnishing of Basic Documents
	 	 	34	 





EXHIBITS



Exhibit A — Form of Trust Certificate


Exhibit B — Form of Transferee Representation Letter






 









 








AMENDED AND RESTATED TRUST AGREEMENT




     This Amended and Restated Trust Agreement (as amended, supplemented or otherwise modified from
time to time, this “Agreement”), dated as of July 25, 2011, is between Nissan Auto Leasing
LLC II, a Delaware limited liability company (“NALL II”), as depositor (the
“Depositor”), and Wilmington Trust Company, a Delaware corporation with trust powers
(“Wilmington Trust”), as trustee (the “Owner Trustee”).



     WHEREAS, the parties hereto entered into a trust agreement, dated as of June 27, 2011 (the
“Initial Trust Agreement”) pursuant to which the Nissan Auto Lease Trust 2011-A (the
“Issuing Entity”) was created; and



     WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other
things, the Initial Trust Agreement will be amended and restated, and $179,216,867.47 aggregate
principal amount of Asset Backed Certificates and $128,000,000 aggregate principal amount of
0.22795% Asset Backed Class A-1 Notes, $100,000,000 aggregate principal amount of 0.70% Asset
Backed Class A-2a Notes, $250,000,000 aggregate principal amount of LIBOR + 0.18% Asset Backed
Class A-2b Notes, $339,000,000 aggregate principal amount of 1.04% Asset Backed Class A-3 Notes and
$58,000,000 aggregate principal amount of 1.24% Asset Backed Class A-4 Notes will be issued.



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



ARTICLE 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, 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), NALL II, NILT, Inc., a
Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), Wilmington
Trust, as Owner Trustee and Delaware trustee (in such capacity, the “Delaware Trustee”),
U.S. Bank National Association, a national banking association (“U.S. Bank”), as trust
agent (in such capacity, the “Trust Agent”), and Citibank, N.A., a national banking
association, 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



(NALT 2011-A Amended and Restated Trust Agreement)





1









 







particular part, Article or Section within this Agreement, (iii) references to an Article
or Section such as “Article Twelve” or “Section 12.01” 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




ORGANIZATION



     SECTION 2.01 Name and Status. The trust created hereby shall be known as “Nissan Auto
Lease Trust 2011-A,” in which name the Issuing Entity may engage in activities as permitted by the
Basic Documents, make and execute contracts and other instruments and sue and be sued, to the
extent provided herein. It is the intention of the parties hereto that the Issuing Entity shall be
a statutory trust under the Statutory Trust Statute, and that this Agreement shall constitute the
governing instrument of that statutory trust.



     SECTION 2.02 Office. The chief executive office and principal place of business of
the Issuing Entity shall be in care of the Owner Trustee, initially at the Owner Corporate Trust
Office and thereafter at such other address as the Owner Trustee may designate by written notice to
the Trust Certificateholders and the Depositor.



     SECTION 2.03 Purposes and Powers.



     (a) The purpose of the Issuing Entity is, and the Issuing Entity shall have the power and
authority and is authorized, to engage in the following activities:




          (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to
this Agreement;




          (ii) to acquire the 2011-A SUBI Certificate from the Depositor and the other property
of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor,
(B) certain capital contributions from the Depositor and (C) the issuance of the Trust
Certificate to the Depositor;




          (iii) to pay interest on and principal of the Notes;



(NALT 2011-A Amended and Restated Trust Agreement)





2









 









          (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate
pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold,
manage and distribute to the Trust Certificateholders pursuant to the terms of this
Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to
the Issuing Entity pursuant to, the Indenture;




          (v) to enter into and perform its obligations under the Basic Documents to which the
Issuing Entity is a party;




          (vi) to engage in other transactions, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto
or connected therewith, including, without limitation, any Currency Swap as provided in
Section 8.16 of the 2011-A Servicing Supplement; and




          (vii) subject to compliance with the Basic Documents, to engage in such other
activities as may be required in connection with conservation of the Owner Trust Estate and
the making of distributions to the Trust Certificateholders and the Noteholders and in
respect of amounts to be released to the Servicer, and the Administrative Agent and third
parties, if any.



     (b) The Issuing Entity shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement or the other Basic
Documents.



     SECTION 2.04 Appointment of Owner Trustee. The Depositor hereby appoints the Owner
Trustee as trustee of the Issuing Entity effective as of the date hereof, to have all the rights,
powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment.



     SECTION 2.05 Liability of the Trust Certificateholders. No Trust Certificateholder
shall have any personal liability for any liability or obligation of the Issuing Entity, solely by
reason of it being a Trust Certificateholder.



     SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The Owner Trustee
hereby acknowledges receipt from the Depositor in connection with the Initial Trust Agreement of
the sum of $1.00, which constituted the initial Owner Trust Estate and shall be deposited in the
Certificate Distribution Account. The Depositor shall pay organizational expenses of the Issuing
Entity as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the
Owner Trustee for any such expenses paid by the Owner Trustee.



     SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it will
hold the Owner Trust Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to
Section 8.16 of the 2011-A Servicing Supplement, any such Currency Swap Agreement and payments made
by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth
herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the
periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended
to be “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of
the Indenture Trustee and the obligations of the



(NALT 2011-A Amended and Restated Trust Agreement)





3









 







Issuing Entity under the Basic Documents. It is the intention of the parties hereto that
the Issuing Entity constitutes a statutory trust under the Statutory Trust Statute and that this
Agreement constitutes the governing instrument of such statutory trust. Consistent with Section
11.01, it is the intention of the parties hereto that, solely for income and franchise tax
purposes, the Issuing Entity shall be treated as a division or branch of the Trust
Certificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers
and duties set forth herein and under Delaware law for the purpose and to the extent necessary to
accomplish the purpose of the Issuing Entity as set forth in Sections 2.03(a) and
2.03(b). At the direction of the Depositor, the Owner Trustee caused to be filed the
Certificate of Trust pursuant to the Statutory Trust Statute, and the Owner Trustee shall file or
cause to be filed such amendments thereto as shall be
necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent
with the provisions hereof.




     SECTION 2.08 Title to Issuing Entity Property. Legal title to the Owner Trust Estate
shall be vested at all times in the Issuing Entity as a separate legal entity.



     SECTION 2.09 Situs of Issuing Entity. The Issuing Entity shall be located and
administered in the state of Delaware or New York. All bank accounts maintained by the Owner
Trustee on behalf of the Issuing Entity shall be located in the states of California, Delaware or
New York. The Issuing Entity shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner Trustee
from having employees within or without the state of Delaware.



     SECTION 2.10 Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants to the Owner Trustee as of the Closing Date that:



     (a) Organization and Good Standing. The Depositor has been duly organized and validly
existing as a limited liability company in good standing under the laws of the State of Delaware,
with the power and authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted.



     (b) Due Qualification. The Depositor has been duly qualified to do business as a
limited liability company in good standing, and has obtained all necessary licenses and approvals
in all jurisdictions in which the conduct of its business requires such qualifications, except when
the failure to have any such license, approval or qualification would not have a material adverse
effect on the condition, financial or otherwise, of the Depositor or would not have a material
adverse effect on the ability of the Depositor to perform its obligations under this Agreement.



     (c) Power and Authority. The Depositor (i) has the power and authority to execute and
deliver this Agreement and to carry out its terms; (ii) had, immediately prior to the sale and
transfer contemplated by the Trust SUBI Certificate Transfer Agreement, good title to and is the
sole legal and beneficial owner of the 2011-A SUBI Certificate, free and clear of Liens and claims;
(iii) has full power and authority to transfer the 2011-A SUBI Certificate and deposit the same
with the Issuing Entity; (iv) duly authorized such transfer and deposit to the Issuing Entity by
all necessary action; and (v) duly authorized the execution, delivery and performance of this
Agreement by all necessary action.



(NALT 2011-A Amended and Restated Trust Agreement)









4









 








     (d) Binding Obligation. This Agreement is a legal, valid and binding obligation
of the Depositor, enforceable in accordance with its terms, except as such enforceability may be
subject to or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or other similar laws affecting creditors’ rights generally and by general principles of equity,
regardless of whether such enforceability shall be considered in a proceeding in equity or law.



     (e) No Violation. The consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms of this Agreement do not conflict with or breach any of the terms
or provisions of, or constitute (with or without notice or lapse of time) a default under, the
certificate of formation or limited liability company agreement of the Depositor (together, the
“Depositor’s Formation Documents”), any material indenture, agreement or other instrument
to which the Depositor is a party or by which it shall be bound; nor result in the creation or
imposition of any material Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or,
to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor
of any court or of any federal or State regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its properties, which
breach, default, conflict, Lien or violation in any case would have a material adverse effect on
the ability of the Depositor to perform its obligations under this Agreement.



     (f) No Proceedings. There are no proceedings or investigations pending, or to the
Depositor’s knowledge, threatened, before any court, regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Depositor or its properties: (i)
asserting the invalidity of this Agreement or any of the other Basic Documents to which it is
party; (ii) seeking to prevent the issuance of the Notes or the Trust Certificates or the
consummation of any of the transactions contemplated by this Agreement or any of the other Basic
Documents to which it is a party; (iii) seeking any determination or ruling that would be likely
materially and adversely to affect the performance by the Depositor of its obligations under, or
the validity or enforceability of, this Agreement or any of the other Basic Documents to which it
is a party; or (iv) relating to the Depositor and that would be likely materially and adversely to
affect the federal income tax or any state income tax attributes of the Issuing Entity, the Notes
or the Trust Certificates.



     (g) Independent Manager. Notwithstanding anything to the contrary in the Depositor’s
Formation Documents, the Depositor shall ensure that at least one manager of the Depositor shall be
an Independent Manager.



     SECTION 2.11 Power of Attorney. Pursuant to the Trust Administration Agreement, the
Owner Trustee has authorized the Administrative Agent to perform certain of its administrative
duties hereunder, including duties with respect to the management of the Owner Trust Estate, and in
connection therewith hereby grants the Administrative Agent its revocable power of attorney. Each
Trust Certificateholder by such Holder’s acceptance of any Trust Certificate or beneficial interest
therein, as the case may be, shall be deemed to have granted
power of attorney to the Administrative Agent for purposes of actions taken or to be taken
with respect to the Trust Certificates.



(NALT 2011-A Amended and Restated Trust Agreement)





5









 








ARTICLE THREE




TRUST CERTIFICATES AND TRANSFER OF INTERESTS



     SECTION 3.01 Initial Ownership. Upon the formation of the Issuing Entity by the
contribution by the Depositor pursuant to Section 2.06 and until the issuance of the Trust
Certificates, the Depositor shall be sole beneficiary of the Issuing Entity.



     SECTION 3.02 The Trust Certificates.



     (a) The Trust Certificates shall be substantially in the form set forth in Exhibit A,
in minimum denominations of $250,000 and in integral multiples of $1,000.00 in excess thereof.
Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be
sold, pledged, exchanged or otherwise transferred to any Person except in accordance with
Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each
referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void.



     (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or
otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile
signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this
Agreement, notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such Trust Certificates or did not hold such
offices at the date of authentication and delivery of such Trust Certificates. \



     If registration of a transfer of a Trust Certificate is permitted pursuant to Section
3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust
Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust
Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly
registered in such transferee’s name pursuant to Section 3.04.



     SECTION 3.03 Authentication and Delivery of Trust Certificates. Concurrently with the
transfer of the 2011-A SUBI Certificate to the Issuing Entity, the Owner Trustee shall
cause to be executed on behalf of the Issuing Entity the Trust Certificate in an aggregate
principal amount equal to the Initial Trust Certificate Balance, authenticated and delivered to or
upon the written order of the Depositor, in authorized denominations, evidencing the entire
ownership of the Issuing Entity. No Trust Certificate shall entitle its holder to any benefit under
this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust
Certificate a certificate of authentication, substantially in the form set forth in Exhibit
A, executed by the Owner Trustee or its Authenticating Agent, by manual or facsimile signature;
and such authentication shall constitute conclusive evidence, and the only evidence, that such
Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust
Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery
pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this
Agreement. Wilmington Trust shall be the initial Authenticating Agent of the Owner Trustee



(NALT 2011-A Amended and Restated Trust Agreement)




6









 







hereunder, and all references herein to authentication by the Owner Trustee shall be
deemed to include the Authenticating Agent.




     SECTION 3.04 Registration of Transfer and Exchange.



     (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.08, a register (the “Certificate Register”), in
which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Trust Certificates and, if and to the extent transfers are
permitted pursuant to Section 3.04(b) and Section 3.10, the registration of
transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon
registration of such transfer. Wilmington Trust is hereby appointed as the initial Certificate
Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any
changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for
any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give
prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The
Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and
shall agree to act in accordance with the provisions of this Agreement applicable to it as
successor Certificate Registrar under this Agreement.



     (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend
on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise
by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate)
consistent with applicable law.



     If and to the extent transfers are permitted pursuant to Section 3.10, as a condition
to the registration of any transfer of a Trust Certificate, the prospective transferee shall be
required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar
the following:




          (i) It has neither acquired through nor will it transfer any Trust Certificate it
purchases (or any interest therein) through or cause any such Trust Certificates (or any
interest therein) to be traded or readily available on or through (A) an “established
securities market” within the meaning of Section 7704(b)(1) of the Code, including,
without limitation, an over-the counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the
substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code.




          (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation
or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of
the direct or indirect beneficial owners of any of the interests in such transferee have
allowed or caused, or will allow or cause, 50% or more (or such other percentage as the
Depositor may establish prior to the time of such proposed transfer) of the value of such
interests to be attributable to such transferee’s ownership of Trust Certificates.



(NALT 2011-A Amended and Restated Trust Agreement)





7









 









          (iii) It understands that no subsequent transfer of the Trust Certificates is
permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least
$250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the
Certificate Registrar a letter substantially in the form of Exhibit B hereto;
provided, however, that any attempted transfer that would either cause (1)
the number of registered holders of Trust Certificates to exceed 95 or (2) the number of
holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void
transfer.




          (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing
Entity is not a publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of the representations in paragraphs (i), (ii) and (iii) above.



     If and to the extent transfers are permitted pursuant to Section 3.10, as a condition
to the registration of any transfer of a Trust Certificate, the prospective transferee shall be
required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar
substantially in the form of Exhibit B to the effect that: (i) such transferee is not a
Non-U.S. Person and (ii) such transferee is not a Benefit Plan. A “Non-U.S. Person” means any
Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a
corporation or partnership (or an entity treated as a corporation or partnership) created or
organized in or under the laws of the United States or any state thereof, including the District of
Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide
otherwise), (c) an estate, the income of which is subject to United States Federal income taxation,
regardless of its source, (d) a trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United States persons (as
defined in the Code and Treasury Regulations) have the authority to control all substantial
decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that,
under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a
United States person (as defined in the Code and Treasury Regulations) despite not meeting the
requirements of clause (d).



     (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically
agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no
transfer of such Trust Certificate shall be made unless the registration requirements of the
Securities Act and any applicable state securities laws are complied with, or such transfer is
exempt from the registration requirements under the Securities Act.



     (d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the
office of the Certificate Registrar and upon compliance with the provisions of this Agreement
relating to such transfer or exchange the Owner Trustee shall execute and shall, or shall cause the
Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Trust Certificates in authorized denominations of a like aggregate
face amount dated the date of such authentication or the Trust Certificates that the Trust
Certificateholder making the exchange is entitled to receive, as the case may be.



(NALT 2011-A Amended and Restated Trust Agreement)











8









 








     The Certificate Registrar shall require that every Trust Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a written instrument
of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required to
establish such transferee’s complete exemption from deduction or withholding (including backup
withholding) of U.S. federal income tax in form satisfactory to the Certificate Registrar duly
executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Trust
Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with any
registration of transfer or exchange of Trust Certificates.



     The Certificate Registrar shall cancel and retain or destroy, in accordance with the
Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for
registration of transfer or exchange and shall upon written request certify to the Depositor as to
such retention or destruction.



     (e) The provisions of this Section generally are intended, among other things, to prevent the
Issuing Entity from being characterized as a “publicly traded partnership,” within the meaning of
Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1 (e) and (h), and the
Depositor shall take such intent into account in determining whether or not to consent to any
proposed transfer of any Trust Certificate.



     The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and
the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a
period of 15 days preceding the due date for any payment with respect to the Trust Certificates.



     SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates. If any
mutilated Trust Certificate is surrendered to the Certificate Registrar, or if the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust
Certificate and there is delivered to the Certificate Registrar and the Owner Trustee such security
or indemnity as may be required by them to save each of them harmless, then in the absence of
notice that such Trust Certificate has been transferred to a protected purchaser and provided that
the requirements of Section 8-405 of the UCC are met, the Owner Trustee on behalf of the
Issuing Entity shall execute and the Authenticating Agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new
Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust
Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the Issuing Entity, as if originally
issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.



     SECTION 3.06 Persons Deemed Trust Certificateholders. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any
Paying Agent and any of their respective agents may treat the Person in whose



(NALT 2011-A Amended and Restated Trust Agreement)




9









 







name any Trust Certificate is registered in the Certificate Register as the owner of
such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02
and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar,
any Paying Agent or any of their respective agents shall be affected by any notice to the contrary.




     SECTION 3.07 Access to List of Trust Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and
the Depositor or the Indenture Trustee, as the case may be, within 15 days after its receipt of a
request therefor from the Owner Trustee, the Servicer, the Depositor or the Indenture Trustee in
writing, a list, in such form as the requesting party may reasonably request, of the names and
addresses of the Trust Certificateholders as of the most recent Record Date. If (i) two or more
Trust Certificateholders or (ii) one or more Trust Certificateholders evidencing not less than 25%
of the Certificate Balance apply in writing to the Owner Trustee, and such application states that
the applicants desire to communicate with other Trust Certificateholders with respect to their
rights under this Agreement or under the Trust Certificates and such application is accompanied by
a copy of the communication that such applicants propose to transmit, then the Owner 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 Trust Certificateholders. Each Trust
Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not
to hold any of the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer, as the case
may be, accountable by reason of the disclosure of its name and address, regardless of the source
from which such information was derived.



     SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall maintain in The
Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Trust
Certificates may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Trust Certificates and the other Basic
Documents to which the Issuing Entity is a party may be served. The Owner Trustee initially
designates Wilmington Trust Company, c/o Computershare Trust Company of New York, Wall Street
Plaza, 88 Pine Street, 19th Floor, New York, New York, as the office for such purposes. The Owner
Trustee shall give prompt written notice to the Depositor and the other Trust Certificateholders of
any change in the location of the Certificate Register or any such office or agency.



     SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make distributions
to the Trust Certificateholders pursuant to Section 5.02, and shall report the amounts of
such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to
withdraw funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Paying Agent initially shall be Citibank. The Owner Trustee
may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole
discretion that the Paying Agent has failed to perform its obligations under this Agreement in any
material respect. Any co-paying agent chosen by the Depositor and acceptable to the Owner Trustee
shall also be a Paying Agent. Each Paying Agent may resign upon 30 days’ written notice to the
Owner Trustee. In the event that a Paying Agent may no longer act as Paying Agent, the Owner
Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).
The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed
by the Owner Trustee to execute and deliver to the Owner



(NALT 2011-A Amended and Restated Trust Agreement)




10









 







Trustee an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional
Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in
trust for the benefit of the Trust Certificateholders entitled thereto until such sums are paid to
the Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner
Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.01, 7.03,
7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent,
for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.




     SECTION 3.10 Ownership by the Depositor of Trust Certificates. The Depositor shall
receive on the Closing Date in accordance with Section 3.02 beneficial and record ownership
of Trust Certificates representing 100% of the Certificate Balance. Notwithstanding any other
provision of this Agreement to the contrary, the Depositor may not transfer any Trust Certificate
prior to payment in full of the Notes unless the Rating Agency Condition has been satisfied with
respect to such transfer.



ARTICLE FOUR




ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS



     SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters.
Subject to the provisions and limitations of Section 4.04, with respect to the following
matters, the Owner Trustee shall not take action unless (i) the Owner Trustee has notified the
Trust Certificateholders in writing of the proposed action (or such shorter period as shall be
agreed to in writing by all Trust Certificateholders) at least 30 days before the taking of such
action and (ii) the Owner Trustee has not received written notification from Trust
Certificateholders representing at least 25% of the Certificate Balance prior to the 30th day after
such notice is given that such Trust Certificateholders have withheld consent or provided
alternative direction:



     (a) the initiation of any claim or lawsuit by the Issuing Entity or the settlement or
compromise of any action, claim or lawsuit involving the Issuing Entity (other than an action
brought by the Servicer on behalf of the Titling Trust and Persons having interests in the
2011-A SUBI Certificate to collect amounts owed under a 2011-A Lease or 2011-A Vehicle);



     (b) the amendment to the Certificate of Trust (unless such amendment is required to be filed
under the Statutory Trust Statute);



     (c) the amendment of the Indenture in circumstances where the consent of the Trust
Certificateholder is required and such consent has not been granted;



     (d) the amendment of any Basic Document other than pursuant to, and in accordance with, the
amendment provision set forth in such Basic Document; or



     (e) the appointment a successor Owner Trustee or successor Indenture Trustee.



(NALT 2011-A Amended and Restated Trust Agreement)




11









 








     SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters.



     (a) Except as set forth in Section 4.02(b) and subject to the provisions and
limitations of Section 4.04, to the extent the Issuing Entity is deemed to be the Holder of
the 2011-A SUBI Certificate pursuant to the SUBI Trust Agreement, the Issuing Entity shall take
such actions as directed in writing by Trust Certificateholders holding Trust Certificates
evidencing an interest of at least 50% of the outstanding Certificate Balance.



     (b) The Owner Trustee shall not have the power, except upon the direction of the Trust
Certificateholders, to (a) remove the Administrative Agent pursuant to Section 1.09 of the Trust
Administration Agreement, (b) appoint a successor Administrative Agent pursuant to Section 1.09 of
the Trust Administration Agreement, (c) remove the Servicer pursuant to Section 8.12(c) of the
2011-A Servicing Supplement or (d) except as expressly provided in the Basic Documents, sell the
2011-A SUBI Certificate after the termination of the Indenture. The Owner Trustee shall take the
actions referred to in the preceding sentence only upon written instructions signed by the
authorized representative of 100% of the Trust Certificateholders.



     SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The Owner Trustee
shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuing
Entity without the unanimous prior approval of all Trust Certificateholders (including the board of
managers of the Depositor (including the Independent Managers, as such term is defined in the
Depositor’s limited liability company agreement) and the delivery to the Owner Trustee of a written
certification by each Trust Certificateholder that such Trust Certificateholder reasonably believes
that the Issuing Entity is insolvent.



     SECTION 4.04 Restrictions on Trust Certificateholders’ Power. The Trust
Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if
such action or inaction would be contrary to any obligation of the Issuing Entity or the Owner
Trustee under this Agreement or any of the other Basic Documents or would be contrary to the
purpose of the Issuing Entity as set forth in Section 2.03, nor shall the Owner Trustee be
obligated to follow any such direction, if given.



     SECTION 4.05 Majority Control. Except as expressly provided herein, any action that
may be taken by the Trust Certificateholders under this Agreement may be taken by the Trust
Certificateholders holding not less than a Majority Interest of the Trust Certificates. Except as
expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant to
this Agreement shall be effective if signed by Trust Certificateholders holding not less than a
Majority Interest of the Trust Certificates at the time of delivery of such notice.



ARTICLE FIVE




APPLICATION OF TRUST FUNDS; CERTAIN DUTIES



     SECTION 5.01 Establishment of Certificate Distribution Account and Reserve Account.



(NALT 2011-A Amended and Restated Trust Agreement)





12









 








     (a) The Owner Trustee, for the benefit of the Trust Certificateholders, shall establish
and maintain, or cause to be established and maintained, at the direction of the Depositor, an
Eligible Account with and in the name of the Owner Trustee which shall be designated the
“Certificate Distribution Account.” The Owner Trustee and the Depositor hereby authorize
and direct Citibank to establish the Certificate Distribution Account for the benefit of the Owner
Trustee. The Certificate Distribution Account shall be held in trust for the benefit of the Trust
Certificateholders and shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Trust Certificateholders.



     The Owner Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Certificate Distribution Account and in all proceeds thereof. Except as
otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion
and control of the Owner Trustee for the benefit of the Trust Certificateholders. If at any time
the Certificate Distribution Account ceases to be an Eligible Account or if the majority of Trust
Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the
Certificate Distribution Account should be moved, then the Owner Trustee (or the Depositor on
behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner
Trustee or an Affiliate thereof) shall, within ten Business Days following notification of such
occurrence (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency
Condition is satisfied), establish a new Certificate Distribution Account as an Eligible Account at
a depository institution or trust company selected by a majority of the Trust Certificateholders
and shall transfer any cash or investments to such new Certificate Distribution Account.



     (b) The Servicer, on behalf of the Issuing Entity, shall establish and maintain an Eligible
Account (initially at Citibank) in the name of the Indenture Trustee until the Outstanding Amount
is reduced to zero, and thereafter, in the name of the Owner Trustee, 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 Owner Trustee. On the Closing Date, the Depositor will use the net
proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the
Issuing Entity, which the Issuing Entity shall use to cause the Initial Deposit Amount to be
deposited into the Reserve Account. All deposits to and withdrawals from the Reserve Account shall
be made only upon the terms and conditions of the Basic Documents.



     (c) The Issuing Entity shall take or cause to be taken such further actions, to execute,
deliver and file or cause to be executed, delivered and filed such further documents and
instruments (including, without limitation, the Control Agreement or any UCC financing statements)
as may be determined to be reasonably necessary by the Administrative Agent on behalf of the
Issuing Entity, in order to perfect the interests created by Section 5.01 (b) and otherwise
fully effectuate the purposes, terms and conditions of this Section. The Issuing Entity (or
Administrative Agent on behalf of the Issuing Entity) shall:



(NALT 2011-A Amended and Restated Trust Agreement)







13









 









          (i) promptly execute, deliver and file any financing statements, amendments,
continuation statements, assignments, certificates and other documents with respect to such
interests and perform all such other acts as may be necessary in order to perfect or to
maintain the perfection of its securities interest in the Reserve Account; and




          (ii) make the necessary filings of financing statements or amendments thereto within
five days after the occurrence of any of the following (and promptly notify the Owner
Trustee of each such filing): (A) any change in the Depositor’s corporate name or any trade
name, (B) any change in the location of is chief executive office or principal place of
business or (C) any merger or consolidation or other change in its identity or corporate
structure.



     SECTION 5.02 Application of Issuing Entity Funds.



     (a) On each Payment Date, the Paying Agent (or the Owner Trustee, if there is no Paying Agent)
shall distribute, to the extent of funds available, the amount on deposit in the Certificate
Distribution Account (after giving effect to all deposits to the Certificate Distribution Account
on such date), (i) first, if all Classes of Notes have been paid in full, for the payment of
principal of the Trust Certificates on such Payment Date, pro rata to the Trust Certificateholders
of record at the close of business on the Record Date with respect to such Payment Date until the
Certificate Balance is zero and (ii) second, any remaining amounts to the Trust Certificateholders.



     (b) On or after the date on which the Outstanding Amount of the Notes has been reduced to
zero, pursuant to the Indenture and the Control Agreement, dominion and control over the Reserve
Account shall be transferred to the Owner Trustee. On each Payment Date thereafter, all amounts
distributable to the Trust Certificateholders shall be distributed by the Paying Agent in the order
and priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee and the
Paying Agent shall comply with Sections 8.04(d) and 8.05(a) of the Indenture.



     On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner
Trustee shall release to the Trust Certificateholder, as beneficial owner of the Issuing Entity,
without recourse, representation or warranty (except as set forth in Section 7.03), all of
the Issuing Entity’s right, title, and interest in, to and under the Reserve Account Property and
all other remaining assets of the Issuing Entity.



     (c) If requested by the Trust Certificateholder, for any Payment Date, the Owner Trustee shall
send to each Trust Certificateholder a report (the “Distribution Statement”) provided by
the Servicer, based on information in the Payment Date Certificate delivered pursuant to
Section 8.03 of the Indenture, that shall include the following information:




          (i) the amount of SUBI Collections allocable to the 2011-A SUBI Certificate;




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



(NALT 2011-A Amended and Restated Trust Agreement)




14









 









          (iii) the amount of interest accrued during such Accrual Period on each Class of
the Notes and for each Class of Floating Rate Notes, the applicable Interest Rate for the
related Accrual Period relative to such Payment Date;




          (iv) the Class A-1 Note Balance, the Class A-2a Note Balance, the Class A-2b 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) [Reserved],




          (xv) [Reserved],




          (xvi) the Servicing Fee for such Collection Period,




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



(NALT 2011-A Amended and Restated Trust Agreement)




15









 









          (xviii) 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,




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




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




          (xxi) any new issuance of notes or other securities backed by the SUBI Assets (if
applicable),




          (xxii) any material additions, removals or substitutions of SUBI Assets, repurchases of
SUBI Assets;




          (xxiii) any material change in the underwriting, origination or acquisition of Leases;
and




          (xxiv) the amount of the currency swap payments and the currency swap termination
payments, if any, due to the Currency Swap Counterparty under the Currency Swap Agreement
described in Section 8.16 of the 2011-A Servicing Supplement.



     The information required to be delivered by such Distribution Statement may be included with
such other information or reports furnished by the Servicer to the Owner Trustee in connection with
the making of payments pursuant to the other Basic Documents.



     (d) If any withholding tax is imposed on the Issuing Entity’s payment (or, if the Issuing
Entity is treated as a partnership for federal income tax purposes, allocations of income) to a
Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust
Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized
and directed to retain from amounts otherwise distributable to such Trust Certificateholders,
sufficient funds for the payment of any withholding tax that is legally owed by the Issuing Entity
(but such authorization shall not prevent the Owner Trustee from contesting any such tax in
appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust
Certificateholder shall be treated as cash distributed to such Trust Certificateholders, at the
time it is withheld by the Issuing Entity for remittance to the appropriate taxing authority. If
the Owner Trustee determines that there is a possibility that withholding tax is payable with
respect to a distribution (such as any distribution to a “non-U. S. person” (as defined in Section
7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts in
accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any such
withholding tax, the Owner Trustee shall reasonably cooperate with such Trust Certificateholder in
making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee for
any out-of-pocket expenses incurred.



(NALT 2011-A Amended and Restated Trust Agreement)




16









 








     (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case
may be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall 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 or
the Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments
issued by the Indenture Trustee or the Owner Trustee, as the case may be, in its commercial
capacity as principal obligor and not as trustee, in accordance with their terms.



     (f) The Issuing Entity may, from time to time, at its option, and as directed by the Trust
Certificateholders pursuant to Section 4.02 of this Agreement and as provided in
Section 8.16 of the 2011-A Servicing Supplement, enter into a Currency Swap Agreement with
a Currency Swap Counterparty to swap amounts payable to Trust Certificateholders from U.S. dollars
to Japanese yen; provided, that (1) at the time the Issuing Entity enters into the Currency Swap
Agreement, the Rating Agency Condition shall have been satisfied, and (2) any payments to the
Currency Swap Counterparty (including termination payments) are payable only from amounts that are
otherwise payable to the Trust Certificateholders. If the Trust Certificateholders notify the
Administrative Agent of the Issuing Entity’s election to enter into such a Currency Swap Agreement,
the Administrative Agent will prepare all necessary and appropriate documentation and take all of
the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency
Swap Agreement on behalf of the Issuing Entity. Any payments received by the Issuing Entity from
the Currency Swap Counterparty under a Currency Swap Agreement shall not be deposited in the
Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the
Trust Certificateholders on the related Payment Date.



     SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting the
final payment upon retirement of the Trust Certificates, distributions required to be made to Trust
Certificateholders on any Payment Date shall be made to each Trust Certificateholder of record on
the related Record Date by check mailed to such Trust Certificateholder at the address of such
holder appearing on the Certificate Register, except that a Trust Certificateholder having original
denominations aggregating at least $1 million may request payment by wire transfer of funds
pursuant to written instructions delivered to the Owner Trustee at least five Business Days prior
to the Record Date. Notwithstanding the foregoing, the final payment on the Trust Certificates
shall be made only upon presentation and surrender of such Trust Certificates at the office or
agency specified in the notice of final payment to the Trust Certificateholders delivered pursuant
to Section 9.01(c).



     SECTION 5.04 Duties of Depositor on Behalf of Issuing Entity. On behalf of the
Issuing Entity, the Depositor shall prepare or cause the Servicer to prepare and, after execution
by the Issuing Entity, file with the Commission and any applicable state agencies all documents
required to be filed by the Issuing Entity on a periodic basis with the Commission and any
applicable state agencies (including any summaries thereof required by rules and regulations
prescribed thereby), and transmit such summaries to the Noteholders, pursuant to Section
7.03 of the Indenture.



(NALT 2011-A Amended and Restated Trust Agreement)




17









 








ARTICLE SIX




AUTHORITY AND DUTIES OF OWNER TRUSTEE



     SECTION 6.01 General Authority. The Owner Trustee shall administer the Issuing Entity
in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, in
accordance with the Basic Documents. Subject to the provisions and limitations of Sections
2.03 and 2.07, the Owner Trustee is authorized and directed to execute and deliver on
behalf of the Issuing Entity the Basic Documents to which the Issuing Entity is to be a party and
each certificate or other document attached as an exhibit to or contemplated by the Basic Documents
to which the Issuing Entity is to be a party, in each case in such form as the Depositor shall
approve as evidenced conclusively by the Owner Trustee’s execution thereof and the Depositor’s
execution of this Agreement, and on behalf of the Issuing Entity, to direct the Indenture Trustee
to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $128,000,000,
Class A-2a Notes in the aggregate principal amount of $100,000,000, Class A-2b Notes in the
aggregate principal amount of $250,000,000, Class A-3 Notes in the aggregate principal amount of
$339,000,000 and Class A-4 Notes in the aggregate principal amount of $58,000,000. In addition to
the foregoing, the Owner Trustee is authorized to take all actions required of the Issuing Entity
pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take
such action on behalf of the Issuing Entity as is permitted by
the Basic Documents and that the Servicer or the Administrative Agent recommends with respect
to the Basic Documents, except to the extent this Agreement expressly requires the consent of the
Trust Certificateholders for such action.



     SECTION 6.02 General Duties. Subject to the provisions and limitations of
Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to
discharge or cause to be discharged all of its responsibilities pursuant to the terms of the Basic
Documents to which the Issuing Entity is a party and to administer the Issuing Entity in the
interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee and in
accordance with the provisions of the Basic Documents. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the
other Basic Documents to the extent the Administrative Agent has agreed in the Trust Administration
Agreement to perform any act or to discharge any duty of the Issuing Entity or the Owner Trustee
hereunder or under any other Basic Document, and the Owner Trustee shall not be held liable for the
default or failure of the Administrative Agent to carry out its obligations under the Trust
Administration Agreement.



     SECTION 6.03 Action Upon Instruction.



     (a) Subject to Article Four and in accordance with the terms of the Basic Documents, the
Depositor may by written instruction direct the Owner Trustee in the administration of the Issuing
Entity subject to, and in accordance with, the terms of the Basic Documents. The Owner Trustee,
upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Owner Trustee that shall be specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement.



(NALT 2011-A Amended and Restated Trust Agreement)




18









 








     (b) The Owner Trustee shall not be required to take any action hereunder or under any
other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been
advised by counsel, that such action is likely to result in liability (unless provided adequate
indemnity) on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic
Document or is otherwise contrary to law or any obligation of the Owner Trustee or the Issuing
Entity.



     (c) Whenever the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee
shall promptly give notice (in such form as shall be appropriate under the circumstances) to the
Trust Certificateholders requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust
Certificateholders holding not less than a Majority Interest of the Trust
Certificates, the Owner Trustee shall not be liable on account of such action to any Person.
If the Owner Trustee shall not have received appropriate instruction within ten days of such notice
(or within such shorter period of time as reasonably may be specified in such notice as may be
necessary under the circumstances), it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Agreement or the other Basic Documents as it shall
deem to be in the best interests of the Trust Certificateholders, and shall have no liability to
any Person for such action or inaction.



     (d) If the Owner Trustee is unsure as to the application of any provision of this Agreement or
any other Basic Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the event that this Agreement
or any other Basic Document permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate
under the circumstances) to the Trust Certificateholders requesting instruction and, to the extent
the Owner Trustee acts or refrains from acting in good faith in accordance with any such
instruction received from Trust Certificateholders holding not less than a Majority Interest of the
Trust Certificates and in accordance with Sections 6.04 and 6.05, the Owner Trustee
shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee
shall not have received appropriate instruction within ten days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or as may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from taking such action,
not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the
best interests of the Trust Certificateholders, and shall have no liability to any Person for such
action or inaction.



     (e) Notwithstanding the foregoing, the right of the Depositor or the Trust Certificateholders
to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture
Trustee under the Indenture.



     SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not be required
to perform any of the obligations of the Issuing Entity under this Agreement or the other Basic
Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or
the 2011-A SUBI Supplement, (ii) the Depositor under this Agreement, the



(NALT 2011-A Amended and Restated Trust Agreement)








19









 







Servicing Agreement, the Indenture or the SUBI Certificate Transfer Agreement, (iii) the
Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee under
the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate,
or to otherwise take or refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Issuing Entity is a party, except as expressly provided by the
terms of this Agreement or in any document or written instruction received by the Owner Trustee
pursuant to Section 6.03; and no implied duties or obligations shall be read into this
Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any ownership or security interest in the
Owner Trust Estate or to record this Agreement or any other Basic Document. Notwithstanding
anything to the contrary herein or in any Basic Document, neither the Indenture Trustee, the
Titling Trustee nor the Trust Agent shall be required to execute, deliver or certify on behalf of
the Issuing Entity or any other person any filings, certificates, affidavits or other instruments
required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the
Owner Trust Estate that result from actions by or claims against the Owner Trustee in its
individual capacity that are not related to the ownership or the administration of the Owner Trust
Estate.




     SECTION 6.05 No Action Unless Specifically Authorized. The Owner Trustee shall not
manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate
except in accordance with (i) the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Issuing Entity or
the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee
pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell,
pledge, assign or convey the 2011-A SUBI Certificate, except as specifically required or permitted
by the Basic Documents.



     SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (i) that is
contrary to the purposes of the Issuing Entity set forth in Section 2.03 or (ii) that, to
the actual knowledge of the Owner Trustee, would (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 or any
portion thereof to be taxable as an association (or publicly traded partnership) taxable as a
corporation for federal or state income or franchise tax purposes. The Trust Certificateholders and
the Depositor shall not direct the Owner Trustee to take action that would violate the provisions
of this Section. Notwithstanding anything herein to the contrary, the Depositor, the Servicer and
their respective Affiliates may maintain normal commercial banking relationships with the Owner
Trustee and its Affiliates.



ARTICLE SEVEN




CONCERNING THE OWNER TRUSTEE



(NALT 2011-A Amended and Restated Trust Agreement)




20









 








     SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but
only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies
actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic
Documents to which the Issuing Entity or the Owner Trustee is a party. The Owner Trustee shall not
be answerable or accountable hereunder or under any other Basic Document under any circumstances,
except (i) for its own willful misconduct, bad faith or negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03 made by the Owner
Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in
the preceding sentence:



     (a) the Owner Trustee shall not be liable for any error in judgment of an officer of the Owner
Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the
facts;



     (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in accordance with the instructions of any Trust Certificateholder, the Depositor, the
Indenture Trustee, the Administrative Agent or the Servicer;



     (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee
to expend or risk funds or otherwise incur any financial liability in the performance of any of its
rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured or provided to it;



     (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or
arising under any of the Basic Documents, including the principal of and interest on the Notes or
the principal of the Trust Certificates;



     (e) the Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form,
character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or
in respect of the validity or sufficiency of the other Basic Documents, other than the execution of
and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no
event be deemed to have assumed or incurred any liability, duty or obligation to any
Securityholder or any third party dealing with the Issuing Entity or the Owner Trust Estate,
other than as expressly provided for herein and in the other Basic Documents;



     (f) the Owner Trustee shall not be liable for the misfeasance, malfeasance or nonfeasance of
the Servicer, the Administrative Agent, the Depositor or the Indenture Trustee under any of the
Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to
perform the obligations of the Issuing Entity or the Depositor under this Agreement or the Basic
Documents that are required to be performed by the Servicer under the Servicing Agreement or the
SUBI Trust Agreement, the Administrative Agent under the Trust Administration Agreement or the
Indenture Trustee under the Indenture; and



(NALT 2011-A Amended and Restated Trust Agreement)





21











 





     (g) the Owner Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the
request, order or direction of any Trust Certificateholder unless such Trust Certificateholder have
offered to the Owner Trustee security or indemnity satisfactory to it against the Expenses that may
be incurred by the Owner Trustee therein or thereby; the right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any other Basic Document shall not be
construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith,
negligence or willful misconduct in the performance of any such act.



     SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish to any Trust
Certificateholder promptly upon receipt of a written request therefor (at the expense of the Trust
Certificateholder), duplicates or copies of all reports, notices, requests, demands, certificates
and any other instruments furnished to the Owner Trustee under the Basic Documents.



     SECTION 7.03 Representations and Warranties. The Owner Trustee hereby represents and
warrants to the Depositor and the Trust Certificateholders, that:



     (a) It is a corporation with trust powers duly organized and validly existing in good standing
under the laws of the State of Delaware. It has all requisite power, right and authority to
execute, deliver and perform its obligations under this Agreement.



     (b) It has taken all action necessary to authorize the execution and delivery by it of this
Agreement and each other Basic Document to which it is a party, and this Agreement and each other
Basic Document to which it is a party will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement and each other Basic Document to which it is
a party on its behalf.



     (c) Neither the execution nor the delivery by it of this Agreement and each other Basic
Document to which it is a party , nor the consummation by it of the transactions contemplated
hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will
contravene any federal or Delaware law, governmental rule or regulation governing the banking or
trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default
under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument
to which it is a party or by which any of its properties may be bound or result in the creation or
imposition of any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions by
or claims against the Owner Trustee individually that are unrelated to this Agreement or the other
Basic Documents.



     (d) This Agreement has been duly executed and delivered by it and constitutes the legal, valid
and binding agreement of it, enforceable against the Owner Trustee in accordance with its terms,
except as enforceability may be limited by bankruptcy, liquidation, insolvency, reorganization or
other similar laws affecting the enforcement of creditors’ rights in general and by general
principles of equity, regardless of whether such enforceability is considered in a proceeding in
equity or at law.





(NALT
2011-A Amended and Restated Trust Agreement)


22









 





     (e) It is authorized to exercise trust powers in the State of Delaware as and to the extent
contemplated herein or has appointed a Delaware trustee that is so authorized and it has a
principal place of business in the state of Delaware or has appointed a Delaware trustee that has
such a principal place of business.



     SECTION 7.04 Reliance; Advice of Counsel.



     (a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no
liability to anyone in acting or refraining from acting upon, any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a board resolution or documents of any other governing
body of any corporate party as conclusive evidence that such board resolution or other document has
been duly adopted by such body and that the same is in full force and effect. As to any fact or
matter the method of the determination of which is not specifically prescribed herein, the Owner
Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice
president, the treasurer, any assistant treasurer or any other authorized officers of the relevant
party as to such fact or matter, and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.



     (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee (i)
may act directly or through its agents or attorneys pursuant to agreements entered into with any of
them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable
care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with
reasonable care and employed by it. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the opinion or advice of any such
counsel, accountants or other such Persons and not, to the actual knowledge of the Owner Trustee,
contrary to this Agreement or any other Basic Document.



     SECTION 7.05 Not Acting in Individual Capacity. Except as provided in this Article,
in accepting the trusts hereby created, Wilmington Trust acts solely as Owner Trustee hereunder and
not in its individual capacity and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document shall look only to the
Owner Trust Estate for payment or satisfaction thereof.



     SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The recitals contained
herein and in the Trust Certificates (other than the signature of the Owner Trustee and the
certificate of authentication on the Trust Certificates and its representations and warranties in
Section 7.03) shall be taken as the statements of the Depositor, and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations
as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust
Certificates (other than the signature of the Owner Trustee and the certificate of authentication
on the Trust Certificates) or the Notes or any offering document relating to either of them. The
Owner Trustee shall at no time have any responsibility or liability for or with respect to the
legality, validity or enforceability of any Basic Document to which the Owner Trustee is to be a
party (except for





(NALT
2011-A Amended and Restated Trust Agreement)


23









 




enforceability against the Owner Trustee), or the perfection and priority of any security
interest created by or under any Basic Document, or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to Trust Certificateholders under this Agreement or the
Noteholders under the Indenture, the validity of the transfer of the 2011-A SUBI Certificate, or
for the compliance by the Depositor, the Administrative Agent or the Servicer with any warranty or
representation made under any Basic Document or for the accuracy of any such warranty or
representation or for any action of the Administrative Agent, the Servicer or the Indenture Trustee
taken in the name of the Owner Trustee; provided, however, that the foregoing shall
not relieve the Owner Trustee of its obligation to perform its duties under this Agreement.




     SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in
its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes
and may deal with the Depositor, the Servicer, the Administrative Agent, the Indenture Trustee and
their respective Affiliates, in banking transactions with the same rights as it would have if it
were not the Owner Trustee.



ARTICLE EIGHT




COMPENSATION OF OWNER TRUSTEE



     SECTION 8.01 Owner Trustee’s Compensation and Indemnification.



     (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as
compensation from Administrative Agent (without duplication) for its services hereunder such fees
as have been separately agreed upon before the date hereof between the Administrative Agent and the
Owner Trustee, the Certificate Registrar or the Paying Agent. The Administrative Agent shall
indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective
successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified
Parties”) from and against, any Expenses that may at any time be imposed on, incurred by or
asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising
out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or
the action or inaction of the Owner Trustee hereunder, except that the Administrative Agent shall
not be liable for or required to indemnify any Indemnified Party from and against Expenses arising
or resulting from any income or similar taxes on any fees payable to any Indemnified Party, for any
willful misconduct, bad faith or negligence on the part any Indemnified Party, or with respect to
the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the
Owner Trustee made in Section 7.03. The indemnities contained in this Section shall
survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any
Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding
for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of
legal counsel shall be subject to the approval of the Administrative Agent, which approval shall
not be unreasonably withheld. Any amounts due and owing to the Indemnified Parties pursuant to
this Section 8.01 shall constitute an obligation of the Trust and a claim upon the Owner
Trust Estate only to the extent such amounts are payable pursuant to the Basic Documents. The
Administrative Agent will not be entitled to make any claim upon the Owner Trust Estate for the
reimbursement of any payments made by the Administrative Agent





(NALT
2011-A Amended and Restated Trust Agreement)




24









 




pursuant to this Section 8.01(a). To the extent not paid by the Administrative Agent
and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to
Sections 8.04(a) or 8.04(b) of the Indenture, provided, that prior to such
payment pursuant to the Indenture, the Owner Trustee, the Certificate Registrar or the Paying
Agent, as applicable, shall notify the Administrative Agent in writing that such fees and
indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid
pursuant to Sections 8.04(a) or 8.04(b) of the Indenture, the Administrative Agent
shall reimburse the Issuing Entity in full for such payments.




     (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of
judgment made by an officer of the Owner Trustee made in good faith, unless it is proved that such
officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in
accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the
Depositor, the Administrative Agent or the Servicer, (iii) the interest on or principal of the
Securities or (iv) the default or misconduct of the Administrative Agent, the Servicer, the
Depositor or the Indenture Trustee.



ARTICLE NINE




TERMINATION OF TRUST AGREEMENT



     SECTION 9.01 Termination of Trust Agreement.



     (a) This Agreement (other than Article Eight) shall terminate and the Issuing Entity shall
dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Statute, upon the
earlier of (i) the final distribution by the Owner Trustee or the Paying Agent of all funds or
other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture
and this Agreement and (ii) the election by the Servicer to purchase the 2011-A SUBI Certificate
pursuant to Section 9.03 and the payment or distribution to all securityholders of all amounts
required to be paid to them under the Indenture and this Agreement. The Administrative Agent shall
notify the Owner Trustee upon the occurrence of either of the events described in clauses
(i) or (ii) above. The bankruptcy, liquidation, dissolution, or termination, death or
incapacity of any Trust Certificateholder shall not (x) operate to terminate this Agreement or the
Issuing Entity, (y) entitle such Trust Certificateholder’s legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of all
or any part of the Issuing Entity or Owner Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.



     (b) Except as provided in Section 9.01(a), neither the Depositor nor any other Trust
Certificateholder shall be entitled to revoke or terminate the Issuing Entity.



     (c) Notice of any termination of this Agreement pursuant to Section 9.01(a),
specifying the Payment Date upon which the Trust Certificateholders shall surrender their Trust
Certificates to the Paying Agent for final payment and cancellation, shall, if any Trust
Certificates are then held by anyone other than the Depositor or its Affiliates, be given by the
Owner Trustee by letter to Trust Certificateholders mailed within five Business Days of receipt of
notice of such termination from the Administrative Agent, stating (i) the Payment Date upon





(NALT
2011-A Amended and Restated Trust Agreement)





25









 




or with respect to which final payment of the Trust Certificates shall be made upon
presentation and surrender of the Trust Certificates at the office of the Paying Agent therein
designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Payment Date is not applicable, payments being made only upon presentation and
surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation
and surrender of the Trust Certificates (or, in the case of any Trust Certificates held by
Depositor or its Affiliates, presentation of proof of cancellation of such Trust Certificates), the
Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on
such Payment Date pursuant to Section 5.02.




     (d) If one or more of the Trust Certificateholders shall not surrender their Trust
Certificates for cancellation within six months after the date specified in the above-mentioned
written notice, the Owner Trustee shall give a second written notice to the remaining Trust
Certificateholders to surrender their Trust Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice, all of the Trust
Certificates shall not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof
shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any
funds remaining in the Issuing Entity after exhaustion of such remedies shall be distributed by the
Owner Trustee to the Administrative Agent.



     (e) Upon the winding up of the Issuing Entity and its termination, the Owner Trustee shall
cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the
Secretary of State in accordance with Section 3810 of the Statutory Trust Statute.



     SECTION 9.02 [Reserved].



     SECTION 9.03 Purchase of the 2011-A SUBI Certificate; Repayment of the Trust
Certificates. The Servicer shall be permitted at its option to purchase, or cause to be
purchased, the 2011-A 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,
(a) the Securities Balance is less than or equal to 10% of the Initial Securities Balance or (b)
the Outstanding Amount of the Notes is reduced to zero and the holders of 100% of the outstanding
Trust Certificates consent thereto (the exercise of such option is referred to as an “Optional
Purchase”). The purchase price (the “Optional Purchase Price”) shall be equal to the
greater of (i) the fair market value of the 2011-A SUBI Assets (which, with the consent of the
Servicer and 100% of the Trust Certificates, may be deemed to be the aggregate Securitization Value
of the 2011-A SUBI Assets) and (ii) the sum of (A) the Redemption Price, (B) unpaid portions of any
outstanding Sales Proceeds Advances and Monthly Payment Advances, and (C) the Servicing Fee in
respect of the related Collection Period, together with any unpaid Servicing Fees in respect of one
or more prior Collection Periods, in each case, after giving effect to any distributions of
Available Funds required to be made on such Payment Date pursuant to Section 8.04 of the Indenture.
If the Servicer exercises the Optional Purchase, the Servicer will deposit the Optional Purchase
Price into the 2011-A SUBI Collection Account on the Deposit Date




(NALT
2011-A Amended and Restated Trust Agreement)



26









 




relating to the related Payment Date; provided, however, that the Servicer, at
its option, may pay all or a portion of the Optional Purchase Price by issuing a demand note in
favor of the Issuing Entity, the terms of which shall be acceptable to the parties;
provided, however, that the Servicer shall pay in cash the portion of the Optional
Purchase Price that is equal to the sum of the outstanding unpaid amounts specified in clauses
(A) through (C).




ARTICLE TEN




SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES



     SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i)
at all times be an entity having a combined capital and surplus of at least $50,000,000, (ii) be
subject to supervision or examination by federal or state authorities, and (iii) be an entity
authorized to exercise trust powers in the State of Delaware. If such entity shall publish reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section, the combined capital and surplus of
such entity shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 10.02.



     SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving written notice thereof to
the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice
thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the
Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington
Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that
time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee
hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any
conflict of interest under the TIA with the Indenture Trustee or any other trustee under the
Indenture. Upon receiving such notice of resignation, the Depositor shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no
successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee.



     If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions
of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner
Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the
Depositor or if the Owner Trustee shall fail to resign after written request therefor by the
Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority
Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to
act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation,




(NALT
2011-A Amended and Restated Trust Agreement)



27









 




then the Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Owner
Trustee shall be removed pursuant to the preceding sentence, the Depositor shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee.




     Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become effective until acceptance of
appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all
fees and expenses owed to the outgoing Owner Trustee.



     SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee appointed pursuant
to Section 10.02 shall execute, acknowledge and deliver to the Administrative Agent and to
its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and
such successor Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor under this Agreement,
with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon
payment of its fees and expenses, deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Depositor, the Administrative Agent
and the predecessor Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations. The successor Owner
Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the
predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee.



     No successor Owner Trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section
10.01.



     Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the
Depositor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders,
the Indenture Trustee and each Rating Agency. If the Depositor shall fail to mail such notice
within ten days after acceptance of appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the Depositor.



     SECTION 10.04 Merger or Consolidation of Owner Trustee. Any Person (i) into which the
Owner Trustee may be merged or converted or with which it may be consolidated, (ii) resulting from
any merger, conversion or consolidation to which the Owner Trustee shall be a party or (iii)
succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument
or any further act on the part of any of the parties hereto, provided, that such Person shall be
eligible pursuant to Section 10.01 anything herein to the contrary notwithstanding. The
Owner Trustee shall mail notice of such merger, conversion, or consolidation to the Administrative
Agent (and the Administrative Agent will provide each




(NALT
2011-A Amended and Restated Trust Agreement)



28









 




Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration
Agreement), the Indenture Trustee and the Trust Certificateholders.




     SECTION 10.05 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
other provision of this Agreement, at any time, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the
Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate,
and to vest in such Person, in such capacity, such title to the Issuing Entity, or any part
thereof, and, subject to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Depositor and the Owner Trustee may consider necessary or desirable. If
the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a
request to do so, the Owner Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to meet the terms of
eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.



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



     (a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee
shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Owner 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
Owner 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 Owner Trust Estate 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 Owner Trustee;



     (b) no trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and



     (c) the Depositor and the Owner Trustee acting jointly may at any time accept the resignation
of or remove any separate trustee or co-trustee.



     Any notice, request or other writing given to the Owner 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 Agreement
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 Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording




(NALT
2011-A Amended and Restated Trust Agreement)



29









 




protection to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee
and a copy thereof given to the Administrative Agent, the Servicer and the Depositor.




     Any separate trustee or co-trustee may at any time appoint the Owner 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 Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner
Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.



ARTICLE ELEVEN




TAX MATTERS



     SECTION 11.01 Tax and Accounting Characterization.



     (a) It is the intent of the parties hereto that, for purposes of federal income tax, state and
local income tax, any state single business tax and any other income taxes, the Issuing Entity will
be treated as a division or branch of the Person holding the beneficial ownership interests in the
Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity
are held by one person, and will be treated as a partnership, and the Trust Certificateholders will
be treated as partners in that partnership, for any period during which the beneficial ownership
interests in the Issuing Entity are held by more than one person. For any such period during which
the beneficial ownership interests in the Issuing Entity are held by more than one person, each
Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust
Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust
Certificates as partnership interests in the Issuing Entity for such tax purposes.



     The Depositor and each Trust Certificateholder, by acceptance of a Trust Certificate, agree to
take no action inconsistent with the foregoing intention.



     (b) It is the intent of each Trust Certificateholder to treat the Trust Certificates as equity
interests in the Issuing Entity for financial accounting purposes.



     SECTION 11.02 Signature on Returns; Tax Matters Partner.



     (a) If the Issuing Entity shall be required to file federal or other income tax returns as a
partnership, such returns shall be signed by an authorized signatory for the Depositor or such
other Person as shall be required by law to sign such returns of the Issuing Entity.



     (b) By acceptance of its beneficial interest in a Trust Certificate, each Trust
Certificateholder agrees that in the event that the Issuing Entity is classified as a partnership
for federal income tax purposes, the Depositor shall be the “tax matters partner” of the Issuing
Entity pursuant to the Code. The Depositor hereby agrees not to make any tax election or otherwise
take any actions in its capacity as tax matters partner that would cause the Issuing Entity to be
treated as a corporation or an association taxable as a corporation for tax purposes.




(NALT
2011-A Amended and Restated Trust Agreement)



30









 





     SECTION 11.03 Tax Reporting. Unless otherwise required by appropriate tax
authorities, the Issuing Entity shall not file or cause to be filed annual or other income or
franchise tax returns and shall not be required to obtain any taxpayer identification number.



ARTICLE TWELVE




MISCELLANEOUS



     SECTION 12.01 Supplements and Amendments.



     (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 or the Trust Certificateholders shall require
the consent, respectively, of Noteholders evidencing not less than a Majority Interest of the Notes
voting together as a single class, or of Trust Certificateholders evidencing not less than a
Majority Interest of the Trust Certificates or (B) such amendment shall not, as evidenced by an
Officer’s Certificate of the Depositor delivered to the Indenture Trustee (with respect to the
Noteholders) or the Trust Certificateholders, as applicable, adversely affect the interests of the
Noteholders or the Certificateholders, as the case may be and (ii) any amendment that adversely
affects the interests of the Servicer or the Indenture Trustee shall require the prior written
consent of the Persons whose interests are materially and adversely affected, provided,
further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the
Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any
outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the
2011-A SUBI Certificate to be classified as an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes. 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 Servicer 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. 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.



     (b) [Reserved].



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



     (d) 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




(NALT
2011-A Amended and Restated Trust Agreement)



31









 




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 12.01(a)(i)(B) is delivered to the Indenture
Trustee.




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



     (f) This Agreement may also be amended or supplemented from time to time, at the request of
the holders of no less than 66 2/3% of all outstanding Trust Certificates, to approve any trust
purpose with respect to the Issuing Entity in addition to the purpose authorized pursuant to
Section 2.03(a), upon not less than 90 days notice from the Depositor to each Rating Agency
and each Noteholder and subject to each of (1) the prior written notice to each Rating Agency of
such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding Notes
(including such Notes, if any, owned by the Issuing Entity, the Depositor, the Servicer (as long as
NMAC or an Affiliate is the Servicer) and their respective Affiliates), and provided,
further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the
Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any
outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the
2011-A SUBI Certificate to be classified as an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes.



     (g) Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be
entitled to receive and rely upon an opinion of counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions precedent to the
execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties
or immunities under this Agreement or otherwise.



     (h) The Owner Trustee shall be under no 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
the Owner Trustee an Officer’s Certificate to that effect, and the Owner Trustee may conclusively
rely upon the Officer’ Certificate from the Servicer that a Rating Agency Condition has been
satisfied with respect to such amendment.



     SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust Certificateholders
shall not have legal title to any part of the Owner Trust Estate. The Trust Certificateholders
shall be entitled to receive distributions with respect to their Trust Certificates only in
accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any
right, title or interest of the Trust Certificateholders to and in their ownership interest in the
Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle




(NALT
2011-A Amended and Restated Trust Agreement)



32









 




any transferee to an accounting or to the transfer to it of legal title to any part of the
Owner Trust Estate.




     SECTION 12.03 Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Owner Trustee, the Depositor, the Trust Certificateholders, the
Administrative Agent, the Servicer, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement
or any covenants, conditions or provisions contained herein.



     SECTION 12.04 Notices. All demands, notices and communications hereunder shall be in
writing and shall be delivered, sent electronically by email (if an email address is provided) or
telecopier or mailed by registered or certified first-class United States mail, postage prepaid,
hand delivery, prepaid courier service, and addressed in each case as follows: (i) if to the Owner
Trustee, at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington,
Delaware 19890, (telecopier no. (302) 651-8882), Attention: Corporate Trust Administration, (ii) if
to the Depositor, at One Nissan Way, Franklin, Tennessee 37067 (telecopier no. (615) 725-8530)
(email: mike.robinson@nissan-usa.com or matt.zimmerman@nissan-usa.com), Attention: Treasurer,
(iii) if to Moody’s, at Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich
Street, New York, New York 10007, Attention: ABS Monitoring Group (telecopier no. (212) 553-7820),
(iv) if to Fitch, to Fitch Ratings, Ltd., One State Street Plaza, New York, New York 10004 (email:
abs.surveillance@fitchratings.com.), Attention: ABS Surveillance; or (v) at such other address as
shall be designated by any of the foregoing in a written notice to the other parties hereto.
Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile
notice, upon actual 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;
provided, however, any demand, notice or communication hereunder to any Rating
Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been
posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to
the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).



     Any notice required or permitted to be given to a Trust Certificateholder shall be given by
first-class mail, confirmed, facsimile or overnight courier, postage prepaid, at the address of
such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether
or not such Trust Certificateholder receives such notice.



     SECTION 12.05 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     SECTION 12.06 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.




(NALT
2011-A Amended and Restated Trust Agreement)



33









 





     SECTION 12.07 Successors and Assigns. All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee, and each
Trust Certificateholder and their respective successors and permitted assigns, all to the extent as
herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a
Trust Certificateholder shall bind the successors and assigns of the Depositor or such Trust
Certificateholder.



     SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the Depositor and
each Trust Certificateholder by accepting a Trust Certificate, 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, they will not institute against, or join any other Person in
instituting against NMAC, the Grantor, the Depositor, the Titling Trustee, the Titling Trust, the
Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any
federal or state bankruptcy or similar law.



     SECTION 12.09 No Recourse. Each Trust Certificate entitles the holder thereof to the
respective rights and benefits set forth in this Agreement and in the Trust Certificates. The Trust
Certificates do not represent interests in or obligations of the Servicer, the Depositor, the Owner
Trustee, any Paying Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be
had against such parties or their assets, except as may be expressly set forth or contemplated in
this Agreement, the Trust Certificates or the other Basic Documents.



     SECTION 12.10 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     SECTION 12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.



     SECTION 12.12 Trust Certificates Nonassessable and Fully Paid. Trust
Certificateholders shall not be personally liable for obligations of the Issuing Entity. The
interests represented by the Trust Certificates shall be nonassessable for any losses or expenses
of the Issuing Entity or for any reason whatsoever, and, upon authentication thereof pursuant to
Section 3.03, 3.04 and 3.05, the Trust Certificates shall be deemed fully
paid.



     SECTION 12.13 Furnishing of Basic Documents. The Depositor shall furnish to any Trust
Certificateholder promptly upon receipt of a written request by such Trust Certificateholder (at
the expense of the requesting Trust Certificateholder) therefor, duplicates or copies of all Basic
Documents.



[Signature Page to Follow]




(NALT
2011-A Amended and Restated Trust Agreement)


34









 





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



	 	 	 	 	 
	 	NISSAN AUTO LEASING LLC II,

as Depositor

 	 
	 	By:  	/s/ Mark F. Wilten	 
	 	 	Name:  	Mark F. Wilten	 
	 	 	Title:  	Treasurer	 
	 
	 	WILMINGTON TRUST COMPANY,

as Owner Trustee

 	 
	 	By  	/s/ Dorri Costello	 
	 	 	Name:  	Dorri Costello	 
	 	 	Title:  	Financial Services Officer	 




(NALT 2011-A Amended and Restated Trust Agreement)



S-1









 








     Each of the Servicer and the Administrative Agent agrees to undertake to perform each of its
duties as Servicer and Administrative Agent, as applicable, including obligations under Section
8.01, as are specifically set forth in this Agreement.



	 	 	 	 	 
	Accepted and Agreed:



NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer

 	 	 
	By:  	/s/ Steven R. Lambert	 
	 	Name:  	Steven R. Lambert	 
	 	Title:  	President	 
	 
	 	NISSAN MOTOR ACCEPTANCE CORPORATION,

as Administrative Agent

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



(NALT 2011-A Amended and Restated Trust Agreement)




S-2









 






	 	 	 	 	 



EXHIBIT A




FORM OF TRUST CERTIFICATE



TRUST CERTIFICATE



SEE REVERSE FOR CERTAIN DEFINITIONS




     THIS CERTIFICATE IS NON-TRANSFERABLE OTHER THAN AS SET FORTH HEREIN AND IN THE TRUST AGREEMENT
(AS DEFINED BELOW).



     THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE
OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATIVE AGENT, NMAC, NALL II, NISSAN NORTH AMERICA, INC. OR
ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY
ANY GOVERNMENTAL AGENCY.



     EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND
COVENANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S
INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW SIMILAR TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.





(NALT 2011-A Amended and Restated Trust Agreement)



A-1









 





NISSAN AUTO LEASE TRUST 2011-A




ASSET BACKED CERTIFICATE




evidencing a [beneficial interest] in the Issuing Entity, as defined below, the property of
which includes, among other things, the 2011-A SUBI Certificate, evidencing a 100%
beneficial interest in the 2011-A SUBI. The property of the Issuing Entity has been pledged
to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued
thereunder.



     This Trust Certificate does not represent an interest in or obligation of the Depositor,
Nissan Motor Acceptance Corporation, the Owner Trustee or any of their respective Affiliates,
except to the extent described below.



	 	 	 	 	 

	NUMBER
	 	$	______________	 
	R-_______
	 	 	 	 






     This certifies that _________________ is the registered owner of a _________________ dollars
nonassessable, fully-paid, beneficial ownership interest in the Nissan Auto Lease Trust 2011-A (the
“Issuing Entity”) formed by Nissan Auto Leasing LLC II, a Delaware limited liability
company (the “Depositor”).



     The Issuing Entity was created pursuant to a trust agreement, as amended and restated as of
July 25, 2011 (the “Trust Agreement”), between the Depositor and Wilmington Trust Company,
as trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which
is set forth below. Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Agreement of Definitions.



     This Trust Certificate is one of the duly authorized Trust Certificates designated as “Asset
Backed Certificates” (the “Trust Certificates”). Also issued under an indenture, dated as
of July 25, 2011 (the “Indenture”), between the Issuing Entity and Citibank, N.A. as
trustee (the “Indenture Trustee”), are the 0.22795% Asset Backed Notes, Class A-1, the
0.70% Asset Backed Notes, Class A-2a, the LIBOR + 0.18% Asset Backed Notes, Class A-2b, the 1.04%
Asset Backed Notes, Class A-3 and the 1.24% Asset Backed Notes, Class A-4. This Trust Certificate
is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof
assents and by which such Trust Certificateholder is bound. The property of the Issuing Entity
primarily includes, among other things, (i) the 2011-A SUBI Certificate, evidencing a 100%
beneficial interest in the 2011-A SUBI, and (ii) all proceeds of the foregoing. The rights of the
Issuing Entity in the foregoing property have been pledged by the Issuing Entity to the Indenture
Trustee to secure the payment of the Notes.



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



     Under the Trust Agreement, there will be distributed on the 15th day of each month (or, if
such day is not a Business Day, the next Business Day), commencing August 15, 2011 (each, a




(NALT 2011-A Amended and Restated Trust Agreement)






A-2









 




“Payment Date”), to the Person in whose name this Trust Certificate is registered at
the close of business on the day preceding each Payment Date (each, a “Record Date”) such
Trust Certificateholder’s percentage interest in the amount to be distributed with respect to the
Trust Certificates on such Payment Date.




     The holder of this Trust Certificate acknowledges and agrees that its rights to receive
payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as
described in the Indenture.



     The holder of this Trust Certificate acknowledges and agrees that certain distributions made
pursuant to Section 8.16 of the 2011-A Servicing Supplement to the Trust Certificateholders may be
made in Japanese yen if the Issuing Entity enters into a Currency Swap Agreement as contemplated by
to Section 8.16 of the 2011-A Servicing Supplement. If any such election is made, an amendment to
the Indenture must be executed pursuant to Section 9.03 of the 2011-A Servicing Supplement subject
to the approvals of such parties as set forth in Section 8.16 of the 2011-A Servicing Supplement,
and a supplemental Indenture must be executed pursuant to and subject to the approvals of such
parties as set forth in Section 9.01 of the Indenture. In connection with the execution of any
such Currency Swap Agreement, the Trust Certificateholders must provide alternative appropriate
payment instructions to the Owner Trustee and the Indenture Trustee for the receipt of any payment
in Japanese yen.



     It is the intent of the Depositor and Trust Certificateholders that for purposes of federal
income tax, state and local income tax, any state single business tax and any other income taxes,
the Issuing Entity will be treated as a division or branch of the Person holding the beneficial
ownership interests in the Issuing Entity for any period during which the beneficial ownership
interests in the Issuing Entity are held by one person, and will be treated as a partnership, and
the Trust Certificateholders will be treated as partners in that partnership, for any period during
which the beneficial ownership interests in the Issuing Entity are held by more than one person.
For any such period during which the beneficial ownership interests in the Issuing Entity are held
by more than one person, each Trust Certificateholder, by acceptance of a Trust Certificate or any
beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent
with the treatment of, the Trust Certificates as partnership interests in the Issuing Entity for
such tax purposes.



     Each Trust Certificateholder by accepting a Trust Certificate, covenants and agrees that prior
to the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against the Grantor, the Depositor, the 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.



     Distributions on this Trust Certificate will be made as provided in the Trust Agreement by
check mailed to the Trust Certificateholder of record in the Certificate Register without the
presentation or surrender of this Trust Certificate or the making of any notation hereon. A Trust
Certificateholder having original denominations aggregating at least $1 million may request payment
by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee




(NALT 2011-A Amended and Restated Trust Agreement)




A-3









 




at least five (5) Business Days prior to the Record Date. Except as otherwise provided in the
Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be
made after due notice by the Owner Trustee of the pendency of such payment and only upon
presentation and surrender of this Trust Certificate at the office or agency specified in the
notice of final payment to the Trust Certificateholders.




     Reference is hereby made to the further provisions of this Trust Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



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



     THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




(NALT 2011-A Amended and Restated Trust Agreement)




A-4









 





     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuing Entity and not in its
individual capacity, has caused this Trust Certificate to be duly executed.



	 	 	 	 	 
	Dated:                     , 2011  	NISSAN AUTO LEASE TRUST 2011-A

 	 
	 	By:  	WILMINGTON TRUST COMPANY,as
 Owner Trustee
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.



	 	 	 	 	 

	WILMINGTON TRUST COMPANY, 

as Owner Trustee

	 	Or
	 	WILMINGTON TRUST COMPANY,

as Owner Trustee
	 
	 	 	 	 
	By:    
       
            
          
           
       
         
           
        

	 	 	 	By:    
       
            
          
           
       
         
           
        
	 

	 	 	 	Authenticating Agent
	 
	 	 	 	 
	 

	 	 	 	By:    
       
            
          
           
       
         
           
        





(NALT 2011-A Amended and Restated Trust Agreement)






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[Reverse of Trust Certificate]




     The Trust Certificates do not represent an obligation of or an interest in the Depositor, the
Servicer, the Owner Trustee or any of their respective Affiliates, and no recourse may be had
against such parties or their assets, except as may be expressly set forth or contemplated herein
or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries and certain other amounts respecting the assets of the Issuing
Entity, all as more specifically set forth in the Indenture. The Depositor will furnish, upon the
request of any holder of a Trust Certificate, such information as is specified in paragraph (d)(4)
of Rule 144A of the Securities Act of 1933, as amended, with respect to the Issuing Entity.



     The Trust Agreement may be amended by the parties thereto, without the consent of any other
Person in the manner set forth in Section 12.01 of the Trust Agreement.



     As provided in the Trust Agreement, if and to the extent transfers are permitted and if the
Depositor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance
with the terms set forth therein, which opinion the Depositor has not determined can be given under
the Internal Revenue Code and existing and proposed regulations thereunder, the transfer of this
Trust Certificate is registerable in the Certificate Register upon surrender of this Trust
Certificate for registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee in the Borough of Manhattan, The City of New York, accompanied by,
a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Trust Certificateholder hereof or such Trust Certificateholder’s
attorney duly authorized in writing, and thereupon one or more new Trust Certificates of the same
class and in authorized denominations evidencing the same aggregate interest in the Issuing Entity
will be issued to the designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is Wilmington Trust Company.



     The Trust Certificates are issuable only as registered Trust Certificates without coupons in
minimum denominations of $250,000 and in integral multiples of $1,000.00 in excess thereof. As
provided in the Trust Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the
same aggregate denomination, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental
charge payable in connection therewith.



     The Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective
agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof
for all purposes, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent and
any of their respective agents shall be affected by any notice to the contrary.



     The obligations and responsibilities created by the Trust Agreement and the trust created
thereby shall terminate upon the payment to Trust Certificateholders of all amounts required to be
paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property
held as part of the Owner Trust Estate.





(NALT 2011-A Amended and Restated Trust Agreement)





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     Any prospective transferee of a Trust Certificate will be required to deliver a letter to the
Depositor and the Certificate Registrar substantially in the form of Exhibit B to the Trust
Agreement, which letter includes a representation that such prospective transferee is not a Benefit
Plan. The Trust Certificates may not be transferred, sold, pledged or otherwise disposed to or for
the account of a Benefit Plan.



     The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this
Trust Certificate, the holder hereof shall be deemed to have represented and warranted that it is
not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the
account of a Benefit Plan. If the holder hereof is a governmental plan, foreign plan or any other
plan that is subject to Similar Law, it shall be deemed to have represented and warranted that its
acquisition, holding and disposition of this Trust Certificate or an interest therein will not
result in a non-exempt prohibited transaction under, or a violation of, Similar Law.





(NALT 2011-A Amended and Restated Trust Agreement)




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ASSIGNMENT




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



      




     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



      




      




      




     (Please print or type name and address, including postal zip code, of assignee)


the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and
appointing attorney to transfer said Trust Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.



Dated:                                        



                                                            *



Signature Guaranteed:



                                                            *






 




			
	*	 	NOTICE: The signatures(s) on this Assignment must correspond with the name(s) as written on
the face of the within Trust Certificate in every particular without alteration, enlargement
or any change whatsoever. Such signature must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.



(NALT 2011-A Amended and Restated Trust Agreement)





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EXHIBIT B




FORM OF TRANSFEREE REPRESENTATION LETTER



__________________, _____




Nissan Auto Leasing LLC II

One Nissan Way

Franklin, Tennessee 37067




Wilmington Trust Company,

as Owner Trustee

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890




Wilmington Trust Company,

as Certificate Registrar

520 Madison Avenue

33rd Floor

New York, New York 10019




Ladies and Gentlemen:




Attention:      Corporate Trust Services — Nissan Auto Lease Trust 2011-A



Re:    Transfer of Nissan Auto Lease Trust 2011-A Certificates,
(the 
         “Certificates”)



Ladies and Gentlemen:



This letter is delivered pursuant to Section 3.04 of the Trust Agreement, dated as of July 25, 2011
(the “Trust Agreement”), between Nissan Auto Leasing LLC II, as Depositor, and Wilmington Trust
Company, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by
_________________________ (the “Seller”) to the undersigned (the “Purchaser”) of
$__________________________ balance of the Certificates. Capitalized terms used and not otherwise
defined herein have the meanings assigned to such terms in the Trust Agreement.



In connection with such transfer, the undersigned hereby represents and warrants to you and the
addressees hereof as follows:




          o I am not a Non-U.S. Person as defined in the Trust Agreement;



          o I am not the Depositor and I received beneficial and record ownership of Certificates
representing less than 100% of the Certificate Balance, and the transfer restrictions set forth in
Section 3.10 of the Trust Agreement do not apply to this transfer of Certificates; and





(NALT 2011-A Amended and Restated Trust Agreement)




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          o I am not (i) an “employee benefit plan” as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA,
(ii) a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the “Code”), that is subject to Section 4975 of the Code, or (iii) an entity deemed to hold the
“plan assets” (within the meaning of 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA)
of any of the foregoing.



          o If I am a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan
that is subject to any state, local or other law that is similar to Section 406 of ERISA or Section
4975 of the Code (“Similar Law”), my acquisition, holding and disposition of this Certificate (or
interest therein) will not result in a violation of Similar Law.



          o The Purchaser has neither acquired nor will it transfer any Trust Certificate it
purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein)
to be traded or readily available on or through (A) an “established securities market” within the
meaning of Section 7704(b)(1) of the Code, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or
sell quotations, or (B) a “secondary market” (or the substantial equivalent thereof) within the
meaning of Section 7704(b)(2) of the Code.



          o The Purchaser either (A) is not, and will not become, a partnership, Subchapter S
corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but
none of the direct or indirect beneficial owners of any of the interests in such transferee have
allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor
may establish prior to the time of such proposed transfer) of the value of such interests to be
attributable to such transferee’s ownership of Trust Certificates.



          o The Purchaser understands that no subsequent transfer of the Trust Certificates is
permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least
$250,000, and (B) it causes its proposed transferee to provide to the Issuing Entity and the
Certificate Registrar a letter substantially in the form of Exhibit B to the Trust Agreement, as
applicable; provided, however, that any attempted transfer that would either cause
(1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of
holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void
transfer.



          o The Purchaser understands that the Opinion of Counsel to the Issuing Entity that the
Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part
on the accuracy of the representations in the three preceding paragraphs.



Signature appears on next page







(NALT 2011-A Amended and Restated Trust Agreement)





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IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on the ___
day of ______________.




	 	 	 	 	 
	 	Very truly yours,





_____________________________,

The Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	 	 






(NALT 2011-A Amended and Restated Trust Agreement)





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