exv10w3






Exhibit 10.3




 





NISSAN-INFINITI LT,

as Titling Trust,




NILT TRUST,

as Grantor and UTI Beneficiary,



and



NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,



 





2011-A SUBI

SERVICING SUPPLEMENT



Dated as of July 25, 2011

 





 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE
SEVEN DEFINITIONS
	 	 	1	 
	Section 7.01 Definitions
	 	 	1	 
	Section 7.02 Interpretative Provisions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE
EIGHT SERVICING OF THE 2011-A LEASES AND 2011-A VEHICLES
	 	 	2	 
	Section 8.01 Identification of 2011-A Leases and 2011-A Vehicles; Securitization
Value
	 	 	2	 
	Section 8.02 Reallocation and Repurchase of 2011-A Leases and 2011-A Vehicles;
Purchase of Matured Vehicles; Lease Pull-Forwards
	 	 	2	 
	Section 8.03 Collections and Payment Date Advance Reimbursement
	 	 	4	 
	Section 8.04 Net Deposits
	 	 	6	 
	Section 8.05 Servicing Compensation
	 	 	6	 
	Section 8.06 Advances
	 	 	6	 
	Section 8.07 Third Party Claims
	 	 	7	 
	Section 8.08 Contingent and Excess Liability Insurance Policy
	 	 	7	 
	Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation
	 	 	8	 
	Section 8.10 Accountants’ Attestation
	 	 	8	 
	Section 8.11 Servicer’s Assessment Report; Annual Servicer’s Compliance Statement;
Officer’s Certificate; Administrative Agent Compensation
	 	 	8	 
	Section 8.12 Servicer Defaults; Termination of Servicer
	 	 	9	 
	Section 8.13 Servicer Representations and Warranties
	 	 	11	 
	Section 8.14 Compliance with Regulation AB
	 	 	11	 
	Section 8.15 Currency Swap Agreement
	 	 	11	 
	Section 8.16 Possession of Lease Documents
	 	 	12	 
	 
	 	 	 	 
	ARTICLE NINE MISCELLANEOUS
	 	 	12	 
	Section 9.01 Termination of Servicing Supplement
	 	 	12	 






i









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 9.02 Governing Law
	 	 	12	 
	Section 9.03 Amendment
	 	 	12	 
	Section 9.04 Relationship of this 2011-A Servicing Supplement to Other Trust
Documents
	 	 	14	 
	Section 9.05 Binding Effect
	 	 	14	 
	Section 9.06 Table of Contents and Headings
	 	 	14	 
	Section 9.07 Counterparts
	 	 	14	 
	Section 9.08 Further Assurances
	 	 	14	 
	Section 9.09 Third-Party Beneficiaries
	 	 	14	 
	Section 9.10 No Waiver; Cumulative Remedies
	 	 	14	 
	Section 9.11 No Petition
	 	 	15	 
	Section 9.12 No Recourse
	 	 	15	 
	Section 9.13 Notices
	 	 	15	 
	 
	 	 	 	 
	EXHIBIT
	 	 	 	 
	Exhibit A — Form of Settlement Statement
	 	 	A-1	 
	Exhibit B — Form of Annual ERISA Certification
	 	 	B-1	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule A — Regulation AB Representations, Warranties and Covenants
	 	 	 	 






ii









 






2011-A SUBI SERVICING SUPPLEMENT




     This 2011-A SUBI Servicing Supplement, dated as of July 25, 2011 (as amended, supplemented or
otherwise modified, this “2011-A Servicing Supplement”), is among Nissan-Infiniti LT, a
Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust, as
grantor and initial beneficiary of the Titling Trust (in such capacities, the “Grantor” and
the “UTI Beneficiary,” respectively), and Nissan Motor Acceptance Corporation, a California
corporation (“NMAC”), as servicer (the “Servicer”).



RECITALS




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



     B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999 as
amended by the First Amendment to the Servicing Agreement, dated as of January 3, 2001 (the
“Basic Servicing Agreement” and, as supplemented hereby, the “Servicing
Agreement”), which provides for certain servicing obligations with respect to the Trust Assets;
and



     C. The parties acknowledge that in connection with the execution of the 2011-A SUBI Supplement
to the Titling Trust Agreement, dated as of July 25, 2011 (the “2011-A SUBI Supplement”,
and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), pursuant to
which a special unit of beneficial interest in the Titling Trust (the “2011-A SUBI”) will
be created, it is necessary and desirable to enter into a supplemental agreement to the Basic
Servicing Agreement providing for specific servicing obligations in connection with the Trust
Assets allocable to the 2011-A SUBI.



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



ARTICLE SEVEN




DEFINITIONS



     Section 7.01 Definitions. Capitalized terms used herein that are not otherwise
defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated
as of July 25, 2011, by and among Nissan Auto Lease Trust 2011-A, as issuer (the “Issuing
Entity”), NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its
individual capacity, as Servicer and as administrative agent (in such capacity, the
“Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company
(“NALL II”), the Titling Trustee, the Delaware Trustee, Wilmington Trust Company, as owner
trustee (in such capacity,



(NALT 2011-A SUBI Servicing Supplement)





 









 







the “Owner Trustee”), U.S. Bank, as Trust Agent, and Citibank, N.A., as indenture
trustee (in such capacity, the “Indenture Trustee”).




     Section 7.02 Interpretative Provisions. For all purposes of this 2011-A Servicing
Supplement, 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 2011-A Servicing
Supplement as a whole and not to any particular part, Article or Section within this 2011-A
Servicing Supplement, (iii) references to an Article or Section such as “Article Eight” or
“Section 8.01” shall refer to the applicable Article or Section of this 2011-A Servicing
Supplement, (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 2011-A Servicing
Supplement, 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 2011-A Servicing Supplement 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 EIGHT




SERVICING OF THE 2011-A LEASES AND 2011-A VEHICLES



     Section 8.01 Identification of 2011-A Leases and 2011-A Vehicles; Securitization
Value. The Servicer hereby identifies as 2011-A SUBI Assets the Leased Vehicles and the Leases
relating to such Leased Vehicles more particularly described in the Schedule of 2011-A Leases and
2011-A Vehicles (respectively, the “2011-A Vehicles” and the “2011-A Leases”). The
Servicer shall calculate the Securitization Value for each 2011-A Lease as of the Cutoff Date.



     Section 8.02 Reallocation and Repurchase of 2011-A Leases and 2011-A Vehicles; Purchase of
Matured Vehicles; Lease Pull-Forwards.



          (a) (i) If the Servicer grants a lease term extension of more than 6 months or an extension
that extends the lease term beyond the Note Final Scheduled Payment Date for the Class A-4 Notes,
with respect to any 2011-A Lease, the Servicer shall, on the related Deposit Date, (A) deposit or
cause to be deposited into the 2011-A SUBI Collection Account an amount equal to the Repurchase
Payment and (B) direct the Titling Trustee to either reallocate such 2011-A Lease and the related
2011-A Vehicle from the 2011-A SUBI to the UTI or an Other SUBI or cause such 2011-A Lease and
2011-A Vehicle to be conveyed to the Servicer; and (ii) if



(NALT 2011-A SUBI Servicing Supplement)





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a Lessee changes the domicile of or title to a 2011-A Vehicle and such change would result in
the Titling Trust doing business in a Restricted Jurisdiction, the Servicer, on the related Deposit
Date, (A) shall deposit or cause to be deposited into the 2011-A SUBI Collection Account an amount
equal to the Repurchase Payment, and (B) shall direct the Titling Trustee to either reallocate such
2011-A Lease and the related 2011-A Vehicle from the 2011-A SUBI to an Other SUBI or the UTI or
cause such 2011-A Lease and 2011-A Vehicle to be conveyed to the Servicer.




          (b) The Servicer hereby makes to the other parties hereto and the parties to the SUBI Trust
Agreement the representations and warranties contained in Section 2.06(a) of the Basic
Servicing Agreement as to each 2011-A Lease and 2011-A Vehicle as of the Vehicle Representation
Date. The Servicer also hereby represents and warrants that (i) each 2011-A Lease is an 2011-A
Eligible Lease, and (ii) it used no adverse selection procedures in selecting any of the 2011-A
Leases or any of the 2011-A Vehicles for allocation to the 2011-A SUBI. Upon discovery by the
Titling Trustee, the Servicer, the Owner Trustee, the Indenture Trustee or the Depositor that any
representation or warranty in this Section 8.02(b) was incorrect as of the Cutoff Date in a
manner that materially adversely affects the interest of the Issuing Entity in the related 2011-A
Lease or 2011-A Vehicle, the entity discovering such incorrectness (if other than the Servicer)
shall give prompt written notice to the Servicer. If the Servicer does not cure in all material
respects the circumstance or condition with respect to which the representation or warranty was
incorrect as of the Cutoff Date prior to the end of the Collection Period which includes the 60th
day (or, if the Servicer elects, an earlier date) after the date that the Servicer discovers such
incorrectness (whether pursuant to such notice or otherwise), then the Servicer shall (i) deposit
(or cause to be deposited) into the 2011-A SUBI Collection Account an amount equal to the
Repurchase Payment on the Deposit Date following the end of such Collection Period, and (ii) direct
the Titling Trustee to either reallocate such 2011-A Lease and the related 2011-A Vehicle from the
2011-A SUBI to an Other SUBI or the UTI or cause such 2011-A Lease and 2011-A Vehicle to be
conveyed to the Servicer on the Deposit Date.



          (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle,
the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 2011-A SUBI to the
UTI for purposes of implementing NMAC’s like kind exchange program. In connection with such
reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited into the 2011-A SUBI
Collection Account the Reallocation Payments no later than two Business Days after such
reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to
retain the Reallocation Payments received during a Collection Period until such amounts are
required to be disbursed as set forth in Section 8.03(c). Upon receipt of the Reallocation
Payments, the 2011-A SUBI shall have no claim against or interest in such Matured or Defaulted
Vehicle.



          (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 2011-A
Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales
Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the
Securitization Value of such 2011-A Lease as of the date of expiration and (ii) a Sales Proceeds
Advance has been made, (A) the purchase price will equal the amount of the Sales Proceeds Advance,
(B) no additional amounts need be remitted by the Servicer, and (C) the Servicer shall be deemed to
have been reimbursed for such Sales Proceeds Advance.



(NALT 2011-A SUBI Servicing Supplement)





3









 








          (e) If any 2011-A Lease and the related 2011-A Vehicle are reallocated to the UTI, until such
time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the
Servicer shall indemnify, defend and hold harmless the Related Beneficiaries, the Issuing Entity
and the Titling Trust from and against any and all loss or liability with respect to or resulting
from such 2011-A Lease or 2011-A Vehicle (including the reasonable fees and expenses of counsel)
except the Servicer shall not be liable for or required to indemnify the Related Beneficiaries, the
Issuing Entity and the Titling Trust from and against any and all special, indirect, consequential
or punitive losses or liabilities.



          (f) If the Servicer permits a Lease Pull-Forward, all Pull-Forward Payments due and payable by
the Lessee under the Lease will be paid and deposited in the SUBI Collection Account within the
time period required for the Servicer to deposit collections into the SUBI Collection Account;
provided that, if the Servicer waives the Pull-Forward Payment (or any portion thereof) payable by
the Lessee during any Collection Period, the Servicer will be required to deposit the waived amount
of the Pull-Forward Payment into the SUBI Collection Account by the next Deposit Date related to
such Collection Period.



     Section 8.03 Collections and Payment Date Advance Reimbursement.



          (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 2011-A
SUBI Certificate, from time to time, determine the respective amounts and recipients and:




     (i) during each Collection Period, in addition to the deposits required by Section
2.07 of the Basic Servicing Agreement, deposit into the 2011-A SUBI Collection Account
all Repurchase Payments pursuant to Section 8.02(a) and Section 8.02(b), and
any Reallocation Payments pursuant to Section 8.02(c);




     (ii) on, or prior to each Deposit Date, deposit into the 2011-A SUBI Collection Account
all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the
Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of
a Matured Vehicle at auction for which the Servicer was reimbursed during the related
Collection Period pursuant to Section 8.06; and




     (iii) on each Payment Date, pursuant to the related Payment Date Certificate, allocate
Available Funds on deposit in the 2011-A SUBI Collection Account with respect to the related
Collection Period and instruct the Indenture Trustee to make, no later than 11:00 a.m., New
York City time, or such other time as may be agreed to by the applicable parties, the
following deposits and distributions in the following amounts and order of priority:




     (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in
respect of 2011-A Vehicles that were sold during the related Collection Period
(other than a sale to the Servicer pursuant to Section 8.02(d)(ii)), and (y)
that have been outstanding as of the end of that Collection Period for at least 90
days and (2) Monthly Payment Advances as to which the related Lessee has made all or
a portion of the advanced Monthly Payment or that



(NALT 2011-A SUBI Servicing Supplement)







4









 









have been outstanding as of the end of the Collection Period for at least 90
days (collectively, the “Payment Date Advance Reimbursement”);




     (B) to or on behalf of the Servicer, the Servicing Fee in respect of the
related Collection Period, together with any unpaid Servicing Fees in respect of one
or more prior Collection Periods; and




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



          (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall
remit into the SUBI Collection Account the amounts provided for in such Section received during a
Collection Period, by (subject to Section 8.03(c)) the close of business on the second
Business Day after identification.



          (c) Notwithstanding Section 8.02(c) or 8.03(b) hereof, the Servicer shall be
permitted to retain the amounts provided for in such subsections received during a Collection
Period until the Business Day preceding the Payment Date on which such amounts are required to be
disbursed (or such other date as provided in the Public ABS Transaction referred to below), for so
long as no Servicer Default has occurred and is continuing, and the following requirements are met
(collectively, the “Monthly Remittance Condition”):




     (i) (A) NMAC (or its successors pursuant to Section 5.03(b) of the Basic
Servicing Agreement) is the Servicer, and (B) NMAC’s short-term unsecured debt obligations
are rated at least “Prime-1” by Moody’s and “F-1” by Fitch (in each case, so long as Moody’s
or Fitch is a Rating Agency);




     (ii) the Servicer obtains a Servicer Letter of Credit or certain other arrangements are
made and the Rating Agency Condition is satisfied;




     (iii) the Servicer otherwise satisfies each Rating Agency’s requirements; or




     (iv) if the Outstanding Amount of the Notes is reduced to zero and 100% of the
outstanding Trust Certificates are owned by the Trust, the Depositor, the Servicer (so long
as NMAC or an Affiliate is the Servicer) and their respective Affiliates.



     Pending deposit into the 2011-A SUBI Collection Account, SUBI Collections may be employed by
the Servicer at its own risk and for its own benefit and shall not be segregated from its own
funds. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction
calls for changes in making monthly deposits to the related collection account, then, if the Rating
Agency Condition is satisfied, the Servicer will no longer be bound by the Monthly Remittance
Condition hereunder, and will instead be subject to the conditions to making monthly deposits as
required by the subsequent Public ABS Transaction.



          (d) Notwithstanding Sections 2.07(a) and 2.11(a) of the Basic Servicing
Agreement, the Servicer shall use commercially reasonable efforts in accordance with its



(NALT 2011-A SUBI Servicing Supplement)





5









 







Customary Servicing Practices to (i) collect all payments required under each Lease and (ii)
cause each Lessee to make all payments required under its Lease, accompanied by an invoice, payment
coupon or electronic funds transfer notice bearing the lease number to which such payment relates.




     Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this
2011-A Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted
to deposit into the 2011-A SUBI Collection Account only the net amount distributable to the Issuing
Entity, as holder of the 2011-A SUBI Certificate on the related Deposit Date. The Servicer shall,
however, account to the Issuing Entity, the Titling Trustee, the Trust Agent, the Indenture Trustee
(or any successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the
Securities as if all of the deposits and distributions described herein were made individually.



     Section 8.05 Servicing Compensation.



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



          (b) The Servicer shall also be entitled to additional servicing compensation with respect to
the 2011-A SUBI Assets in the form of Administrative Charges to the extent not required for the
payment of insurance premiums, taxes, or similar charges allocable to the 2011-A Leases; provided,
however, that the Servicer may in its sole discretion waive any Administrative Charges, in whole or
in part, in connection with any delinquent payments due on a Lease.



     Section 8.06 Advances.



          (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the
Servicer shall make, by deposit into the 2011-A SUBI Collection Account on the related Deposit
Date, a Monthly Payment Advance, unless such Advance is not required to be made pursuant to
Section 8.06(c).



          (b) On each Deposit Date, the Servicer shall make, by deposit into the 2011-A SUBI Collection
Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to
Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a
Matured Vehicle, the Issuing Entity shall have no claim against or interest in such Matured Vehicle
or any Net Auction Proceeds resulting from the sale or other disposition thereof, except with
respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of
a Matured Vehicle after having made a Sales Proceeds Advance, the Issuing Entity may retain all of
such Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to
the Securitization Value of the related 2011-A Lease, and shall deposit the Residual Value Surplus,
if any, into the 2011-A SUBI Collection Account. If the Net Auction Proceeds are less than the
Securitization Value of the related 2011-A Lease, the Servicer may deduct the difference from SUBI
Collections in respect of one or more future Collection Periods and retain such amount as
reimbursement for the outstanding portion of the related Sales Proceeds Advance. If the Servicer
has not sold a Matured Vehicle within six calendar months



(NALT 2011-A SUBI Servicing Supplement)





6









 







after it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds
Advance from the 2011-A SUBI Collection Account. Within six months of receiving such
reimbursement, if the related 2011-A Vehicle has not been sold, the Servicer shall, if permitted by
applicable law, cause such 2011-A Vehicle to be sold at auction and shall remit the proceeds (less
Disposition Expenses and Liquidation Expenses) associated with such auction sale to the 2011-A SUBI
Collection Account.




          (c) Notwithstanding anything to the contrary in the Servicing Agreement, the Servicer shall be
required to make an Advance only to the extent that it determines that such Advance will be
recoverable from future payments on or in respect of the related 2011-A Lease or 2011-A Vehicle.



     Section 8.07 Third Party Claims. In addition to the requirements set forth in
Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the
Depositor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any
successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind
of a third party that would materially and adversely affect the interests of the Depositor or the
Issuing Entity with respect to the 2011-A SUBI Assets.



     Section 8.08 Contingent and Excess Liability Insurance Policy. So long as any
Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect
to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess
Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides
coverage against third party claims that may be raised against the Titling Trust, the Titling
Trustee on behalf of the Titling Trust or the Issuing Entity in an amount at least equal to $1
million combined single limit per occurrence and excess coverage of at least $15 million combined
single limit each occurrence and in the aggregate, without limit on the number of occurrences in
any policy period (which Insurance Policy may be a blanket Insurance Policy covering the Servicer
and one or more of its Affiliates) and (ii) each Rating Agency receives prior written notice (which
shall be deemed to be delivered if a copy of such notice 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)) of such termination and any replacement insurance policy. The obligations
of the Servicer pursuant to this Section shall survive any termination of the Servicer’s other
obligations under the Servicing Agreement until such time as claims can no longer be brought that
would be covered by such Insurance Policies, whether as a result of the expiration of relevant
statutes of limitations or otherwise. Notwithstanding the foregoing, the Servicer shall only be
required to maintain the Contingent and Excess Liability Insurance Policy that is required to be
maintained by the Servicer in the most recent Public ABS Transaction; provided, that if no such
Contingent and Excess Liability Insurance Policy is required to be maintained in the most recent
Public ABS Transaction, then no such Contingent and Excess Liability Insurance Policy shall be
required hereunder.



(NALT 2011-A SUBI Servicing Supplement)





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     Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation. On the
tenth calendar day of each month (or, if the 10th day is not a Business Day, the next
succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each Related
Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit A
hereto for the immediately preceding Collection Period.



     Section 8.10 Accountants’ Attestation. So long as the Depositor is filing the
attestation report with respect to the Issuing Entity under the Exchange Act, on or before the last
day of the third month after the end of each fiscal year of the Servicer, beginning with June 30,
2012, the Servicer shall cause a firm of independent certified public accountants to furnish an
attestation report to the Issuing Entity, Indenture Trustee and each Rating Agency as to the
Servicer’s Assessment Report of its compliance with the applicable servicing criteria set forth
under Item 1122 of Regulation AB during the Servicer’s preceding fiscal year (or since the date of
the issuance of the Notes in the case of the first such statement), which shall be deemed furnished
upon filing such report with the Commission. The form of attestation report may be deleted or
replaced by any similar form using any standards that are now or in the future in use by servicers
of comparable assets or which otherwise comply with any note, regulation, “no action” letter or
similar guidelines promulgated by the Commission.



     Section 8.11 Servicer’s Assessment Report; Annual Servicer’s Compliance Statement;
Officer’s Certificate; Administrative Agent Compensation.



          (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each of the
Rating Agencies, which shall be deemed to be delivered upon filing such report with the Commission,
on or before the last day of the third month after the end of each fiscal year of the Servicer,
beginning with June 30, 2012, a report assessing the Servicer’s compliance with the servicing
criteria set forth in the relevant SEC regulations for asset-backed securities transactions,
including Items 1122 and 1123 of Regulation AB, as of and for the period ending the end of each
fiscal year of the Issuing Entity (the “Servicer’s Assessment Report”) and such Servicer’s
Assessment Report will identify any material instance of noncompliance, so long as the Depositor is
filing the Servicer’s Assessment Report with respect to the Issuing Entity under the Exchange Act.
The form of Servicer’s Assessment Report may be deleted or replaced by any similar form using any
standards that are now or in the future in use by servicers of comparable assets or which otherwise
comply with any rule, regulation, “no action” letter or similar guidelines promulgated by the
Commission.



          (b) The Servicer shall also deliver to the Owner Trustee, the Indenture Trustee and each of
the Rating Agencies, on or before the last day of the third month after the end of each fiscal year
of the Servicer, beginning with June 30, 2012, an Officer’s Certificate with respect to the prior
fiscal year of the Servicer ended such calendar year (or with respect to the initial Officer’s
Certificate, the period from the date of the initial issuance of the Notes to March 31, 2012),
stating that (i) a review of the activities of the Servicer during the preceding 12-month (or
shorter) period and of its performance under this Agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer
has fulfilled all its obligations under this Agreement throughout such twelve-month (or shorter)
period in all material respects, or, if there has been a failure to fulfill any such obligation,
specifying each such failure known to such officer and the nature and status thereof.



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Copies of such statements, certificates and reports may be obtained by the Noteholders or the
Certificateholder by a request in writing addressed to the Indenture Trustee or the Owner Trustee.




          (c) On or before the last day of the third month after the end of each fiscal year of the
Servicer, beginning with June 30, 2012, for as long as NMAC continues to act as the Servicer, the
Servicer shall deliver an Officer’s Certificate substantially in the form of Exhibit B with
respect to the Employee Benefit Plans to each Rating Agency, the Owner Trustee and the Indenture
Trustee.



          (d) The Servicer shall pay the Administrative Agent an annual payment of compensation in an
amount to be agreed to between the Administrative Agent and the Servicer pursuant to Section
1.04 of the Trust Administration Agreement.



     Section 8.12 Servicer Defaults; Termination of Servicer.



          (a) Each of the following acts or occurrences constitutes a “Servicer Default” under
the Servicing Agreement with respect to the 2011-A SUBIs:




     (i) the Servicer fails to deliver, or cause to be delivered, any required payment to
the Indenture Trustee for distribution to the Noteholders or to the Owner Trustee for
distribution to the Trust Certificateholders, which failure continues for five Business Days
after discovery of such failure by an officer of the Servicer or receipt by the Servicer of
written notice thereof from the Indenture Trustee, or Noteholders or Trust
Certificateholders, as applicable, evidencing at least a Majority Interest in the applicable
Securities (which for this purpose includes Trust Certificates held by the Issuing Entity,
the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their
respective Affiliates), voting together as a single class;




     (ii) the Servicer fails to duly observe or perform in any material respect any of its
covenants or agreements in the Servicing Agreement not otherwise covered in this Section
8.12(a), which failure materially and adversely affects the rights of a Holder of the
2011-A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and
which continues unremedied for 60 days (or for such longer period not in excess of 90 days
as may be reasonably necessary to remedy such failure; provided that (A) such failure is
capable of remedy within 90 days or less and (B) a Majority Interest in the applicable
Securities consents to such longer cure period) after receipt by the Servicer of written
notice thereof from the Indenture Trustee or the related holders evidencing at least a
Majority Interest in the applicable Securities or such default becomes known to the
Servicer;




     (iii) any representation, warranty, or statement of the Servicer made in the Servicing
Agreement, any other Basic Document to which the Servicer is a party or by which it is bound
or any certificate, report or other writing delivered pursuant to the Servicing Agreement
that proves to be incorrect in any material respect when made, which failure materially and
adversely affects the rights of a Holder of the 2011-A SUBI Certificate or the holders of
the Notes, or the Trust Certificateholders, continues



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unremedied for 60 days (or for such longer period not in excess of 90 days as may be
reasonably necessary to remedy such failure; provided that (A) such failure is capable of
remedy within 90 days or less and (B) a Majority Interest in the applicable Securities
consents to such longer cure period) after receipt by the Servicer of written notice thereof
from the Titling Trustee or the related holders evidencing a Majority Interest in the
applicable Securities, or such default becomes known to the Servicer;




     (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for
relief by, a court or regulatory authority having jurisdiction over the Servicer in an
involuntary case under the federal bankruptcy laws, as now or hereafter in effect, (B) the
appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other
similar official with respect to the Servicer or of any substantial part of its property or
(C) the ordering of the winding up or liquidation of the affairs of the Servicer, and in
each case, the continuance of any such Proceeding unstayed and in effect for a period of 90
consecutive days, or immediately upon entry of any decree or order; or




     (v) the Servicer (A) applies for or consents to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a
substantial part of its property, (B) is generally unable to pay its debts as they become
due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary
case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F)
files a petition seeking to take advantage of any other law providing for the relief of
debtors, or (G) takes any corporate action for the purpose of effecting any of the
foregoing, and in each case, the continuance of any such event remains unstayed and in
effect for a period of 90 consecutive days;


provided, however, that notwithstanding any other provision of the Servicing
Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to
the 2011-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their
entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and
(ii) any Servicer Default with respect to the 2011-A SUBI shall not constitute a Servicing Default
with respect to any other Sub-Trust and any Servicing Default (as such term is defined in the Basic
Servicing Agreement) with respect to any other Sub-Trust shall constitute a Servicer Default (as
such term is defined in the Basic Servicing Agreement) only with respect to such Sub-Trust and not
with respect to the 2011-A SUBI.




          (b) Upon the occurrence of any Servicer Default, the Servicer, in addition to complying with
the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that
references therein to Registered Pledgees shall mean each Registered Pledgee of the 2011-A SUBI
Certificate), shall provide to the Indenture Trustee and the Owner Trustee prompt notice of any (i)
Servicer Default or (ii) event or condition that, with the giving of notice or the passage of time,
or both, would become a Servicer Default, accompanied in each case by a description of the nature
of the default and the Servicer’s efforts to remedy the same.



          (c) In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement,
if a Servicer Default shall have occurred and is continuing with respect to the 2011-A SUBI, the
Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the Required



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Related Holders, by notice given to the Servicer, 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 Related Beneficiary and the holders of the
Rated Securities affected by that Servicer Default, and such notice will terminate the rights and
obligations of the Servicer under this 2011-A Servicing Supplement in accordance with such Section.
In the event that the Servicer is removed as servicer with respect to servicing the 2011-A SUBI
Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a
successor Servicer. The successor Servicer shall accept its appointment by a written assumption in
a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling
Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of
Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default
related to the 2011-A SUBI Assets, the Titling Trustee, acting on the direction of the Required
Related Holders, may waive any default of the Servicer in the performance of its obligations under
the Servicing Agreement and its consequences with respect to the 2011-A SUBI and, upon any such
waiver, such default shall cease to exist and any Servicer Default arising therefrom shall be
deemed to have been remedied for every purpose of the Servicing Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereto. For purposes of
this Section, so long as the Lien of the Indenture is in place, the Required Related Holders shall
be deemed to be the Indenture Trustee (as Registered Pledgee of the 2011-A SUBI Certificate),
acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner
Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which
for this purpose shall include Trust Certificates owned by the Issuing Entity, the Depositor, the
Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates)
until the Certificate Balance has been reduced to zero.




          (d) If the Servicer is removed with respect to servicing the 2011-A SUBI Assets, the Servicer
shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2011-A
Servicing Supplement, to the extent of the funds available therefor with respect to all Advances
made by the Servicer.



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



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



     Section 8.15 Currency Swap Agreement. Pursuant to the Trust Agreement, the Issuing
Entity may, from time to time, as directed by the Certificateholders by means of notice to the
Administrative Agent, 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



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Swap Counterparty (including termination payments) are payable only from amounts that are
otherwise payable to the Trust Certificateholders. 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. In connection with executing any such
Currency Swap Agreement, the Issuing Entity, Indenture Trustee, Owner Trustee, Seller and Servicer
will enter into an amendment to this Sale and Servicing Agreement, subject to Section 9.03,
in a form approved by the Trust Certificateholders, that will specify the creation of any necessary
accounts and modifications of any provisions hereof to the extent necessary or appropriate to
effectuate the intention of such Currency Swap Agreement.




     Section 8.16 Possession of Lease Documents. Notwithstanding anything to the contrary
in Section 2.03 of the Basic Servicing Agreement, the Servicer or its designee may hold the Lease
Documents at locations in the continental United States. The Servicer will furnish to the
Administrative Agent, as soon as practicable after receiving a request therefor, a list of all
locations where Lease Documents are kept.



ARTICLE NINE




MISCELLANEOUS



     Section 9.01 Termination of Servicing Supplement. This 2011-A Servicing Supplement
shall terminate upon the earlier to occur of (i) the termination of the 2011-A SUBI or (ii) with
respect to the Servicer, but not as to the applicable successor Servicer, the resignation or
removal of the Servicer with respect to the 2011-A SUBI in accordance with the terms of the
Servicing Agreement. Any such termination hereunder shall effect a termination only with respect
to the 2011-A SUBI Assets and not as to Trust Assets allocated to any other Sub-Trust, and shall
not effect a termination of the Basic Servicing Agreement or any other supplement to the Basic
Servicing Agreement.



     Section 9.02 Governing Law. This 2011-A Servicing Supplement shall be governed by and
construed in accordance with the internal laws of the State of California, without regard to any
otherwise applicable principles of conflict of laws.



     Section 9.03 Amendment.



          (a) Notwithstanding any provision of the Basic Servicing Agreement, the Basic Servicing
Agreement, as supplemented by this 2011-A Servicing Supplement, to the extent that it relates
solely to the 2011-A SUBI and the 2011-A SUBI Assets, may be amended in accordance with this
Section 9.03.



          (b) Any term or provision of this 2011-A Servicing Supplement may be amended by the parties
hereto, without the consent of any other Person; provided that (i) either (A) any amendment
that materially and adversely affects the interests of the Noteholders shall require the consent of
Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single
class or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer
delivered to the Indenture Trustee, materially and adversely affect the



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interests of the Noteholders, and (ii) any amendment that materially adversely affects the
interests of the Trust Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture
Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests
are adversely affected; provided, further that an opinion of counsel is delivered
to the Titling Trustee to the effect that after such amendment, for federal income tax purposes,
the Titling Trust will not be treated as an association (or a publicly traded partnership) taxable
as a corporation and Notes will properly be characterized as indebtedness that is secured by the
assets of the Issuing Entity. An amendment shall be deemed not to materially and adversely affect
the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such
amendment and the Officer’s Certificate described in the preceding sentence is provided to the
Indenture Trustee. The consent of the Trust Certificateholder, the Delaware Trustee or the Owner
Trustee shall be deemed to have been given if the Servicer does not receive a written objection
from such Person within 10 Business Days after a written request for such consent shall have been
given. The Titling Trustee and the Indenture Trustee may, but shall not be obligated to, enter
into any such amendment that affects the Titling Trustee’s or the Indenture Trustee’s own rights,
duties, liabilities or immunities under this Agreement or otherwise.




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



          (d) Notwithstanding anything herein to the contrary, any term or provision of this 2011-A
Servicing Supplement may be amended by the parties hereto without the consent of any of the
Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or with respect to any
law or regulation or any accounting rule or principle (whether now or in the future in effect); it
being a condition to any such amendment that the Rating Agency Condition shall have been satisfied
and the Officer’s Certificate described in Section 9.03(b)(i)(B) is delivered to the
Indenture Trustee.



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



          (f) Prior to the execution of any amendment to this 2011-A SUBI Servicing Supplement, the
Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner
Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later
than 10 Business Days after the execution of any amendment to this 2011-A SUBI Servicing
Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Trust
Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee and the Owner
Trustee.



          (g) None of U.S. Bank, as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the
Indenture Trustee shall be under any obligation to ascertain whether a Rating



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Agency Condition has been satisfied with respect to any amendment. When the Rating Agency
Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible
Officer of U.S. Bank, NILT, Inc. and the Indenture Trustee an Officer’s Certificate to that effect,
and U.S. Bank. NILT, Inc. and the Indenture Trustee may conclusively rely upon the Officer’s
Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to
such amendment.




     Section 9.04 Relationship of this 2011-A Servicing Supplement to Other Trust
Documents. Unless the context otherwise requires, this 2011-A Servicing Supplement and the
other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and
thereof. In the event of any actual conflict between the provisions of this 2011-A Servicing
Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets,
the provisions of this 2011-A Servicing Supplement shall prevail and (ii) the Basic Servicing
Agreement, the provisions of this 2011-A Servicing Supplement shall control.



     Section 9.05 Binding Effect. The provisions of this 2011-A Servicing Supplement shall
be binding upon and inure to the benefit of the parties hereto and their permitted successors and
assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the
Issuing Entity.



     Section 9.06 Table of Contents and Headings. The Table of Contents and Article and
Section headings herein are for convenience of reference only and shall not define or limit any of
the terms or provisions hereof.



     Section 9.07 Counterparts. This 2011-A Servicing Supplement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same instrument.



     Section 9.08 Further Assurances. Each party will do such acts, and execute and
deliver to any other party such additional documents or instruments, as may be reasonably requested
in order to effect the purposes of this 2011-A Servicing Supplement and to better assure and
confirm unto the requesting party its rights, powers, and remedies hereunder.



     Section 9.09 Third-Party Beneficiaries. The Issuing Entity, each Holder of the 2011-A
SUBI, each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of
the Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person
shall have any rights hereunder. For purposes of the Servicing Agreement, this Section replaces
Section 6.12 of the Basic Servicing Agreement in its entirety.



     Section 9.10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any party hereto, any right, remedy, power, or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power,
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided
are cumulative and not exhaustive of any rights, remedies, powers, and privileges provided at law,
in equity or otherwise.



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     Section 9.11 No Petition. Each of the parties hereto, by entering into this 2011-A
Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing
Agreement, hereby covenants and agrees that prior to the date that is one year and one day after
the date upon which all obligations under each Securitized Financing have been paid in full, it
will not institute against, or join any other Person in instituting against the Grantor, the
Depositor, the 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.
This Section shall survive the complete or partial termination of this 2011-A Servicing Supplement
and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement,
the Basic Servicing Agreement or this 2011-A Servicing Supplement.



     Section 9.12 No Recourse.



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



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



     Section 9.13 Notices. The notice provisions of Section 6.05 of the Basic
Servicing Agreement shall apply equally to this 2011-A Servicing Supplement. A copy of each notice
or other writing required to be delivered to the Servicer pursuant to the Servicing Agreement also
shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand or, in the case of mail, email (if an email address is
provided) or facsimile notice, when actually received by the intended recipient, addressed to the
party to be notified, and sent to (i) the Owner Trustee at Wilmington Trust Company, Rodney



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Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302)
651-8882), Attention: Corporate Trust Administration; (ii) the Servicer at One Nissan Way,
Franklin, Tennessee 37067 (telecopier no. (615) 725-8530) (email: mike.robinson@nissan-usa.com and
matt.zimmerman@nissan-usa.com), Attention: Treasurer; (iii) the Trust Agent at 209 South LaSalle
Street, Suite 300, Chicago, Illinois 60604, Attention: NILT, Inc. (telecopier no. (312) 325-8905)
(email: patricia.child@usbank.com); or (iv) at such other address as shall be designated by any of
the foregoing in written notice to the other parties hereto; 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).




[Signature Pages to Follow]




(NALT 2011-A SUBI Servicing Supplement)




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     IN WITNESS WHEREOF, the parties hereto have caused this 2011-A Servicing Supplement to be duly
executed by their respective officers duly authorized as of the day and year first above written.


NISSAN-INFINITI LT,

as Titling Trust



By:   NILT, INC.,

        as Titling Trustee




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Patricia M. Child	 
	 	 	Name:  	Patricia M. Child	 
	 	 	Title:  	President 	 
	 


NILT TRUST,

as Grantor and UTI Beneficiary



By:   U.S. BANK NATIONAL ASSOCIATION,

         as Trustee




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Patricia M. Child	 
	 	 	Name:  	Patricia M. Child	 
	 	 	Title:  	Vice President 	 
	 
	 	NISSAN MOTOR ACCEPTANCE
CORPORATION, as Servicer


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



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EXHIBIT A




FORM OF SETTLEMENT STATEMENT




(See Attached)




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EXHIBIT B




FORM OF ANNUAL ERISA CERTIFICATION




(As required to be delivered on or before June 30 of each

calendar year beginning with June 30, 2012, pursuant to

Section 8.11 of the 2011-A Servicing Supplement)


NISSAN MOTOR ACCEPTANCE CORPORATION



 






NISSAN AUTO LEASE TRUST 2011-A




 







     The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation
(“NMAC”), as Servicer, pursuant to the 2011-A SUBI Servicing Supplement to the Basic
Servicing Agreement dated as of July 25, 2011 (as amended and supplemented, or otherwise modified
and in effect from time to time, the “2011-A Servicing Supplement”), by and among
NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that:




     1. The undersigned is an Authorized Officer of NMAC.




     2. As of the end of NMAC’s preceding fiscal year, with respect to Employee Benefit
Plans:




(a) [Employee Benefit Plan assets exceed the present value of accrued
benefits][The present value of the accrued benefits exceeds plan assets]
under each of the Employee Benefit Plans as of the close of the most recent
Employee Benefit Plan year, as required to be reported in the financial
statements for such Employee Benefit Plan filed with the most recent Form
5500 for such Employee Benefit Plan (the “Most Recent Plan Financial
Statements”).




[Select from the following statements]




(b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the
value of the assets of any Employee Benefit Plan it maintains would not be
sufficient to cover any Funding Target; or (ii) is contemplating benefit
improvements with respect to any Employee Benefit Plan then maintained by
any such entity or the establishment of any new Employee Benefit Plan,
either of which would cause any such entity to maintain a Employee Benefit
Plan with a Funding Target in excess of plan assets. The term “Funding
Target” has the meaning set forth in section 430(d) of the Internal Revenue
Code.][Describe any failure of the certifications in clauses (i) and (ii) to
be true.]



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(c) [If all of the Employee Benefit Plans (other than a multiemployer
Employee Benefit Plan) were terminated (disregarding any Employee Benefit
Plans with surpluses), the unfunded liabilities at such date with respect to
such Employee Benefit Plans, their participants or beneficiaries, and the
Pension Benefit Guaranty Corporation, would not have exceeded [5%] of the
consolidated net worth of Nissan Motor Co., Ltd. or [25%] of the
consolidated net worth of Nissan North America, Inc. at such date.]




(d) [There are no unpaid minimum required contributions with respect to any
Employee Benefit Plan as disclosed on the Most Recent Plan Financial
Statements.]




(e) [Describe any facts that would cause the statements in clauses (b), (c)
or (d) to be incorrect.]



     Capitalized terms used but not defined herein are used as defined in the 2011-A Servicing
Supplement, and if not defined therein, as defined in the Agreement of Definitions, dated as of
July 25, 2011, among Nissan Auto Lease Trust 2011-A, NILT Trust, as grantor and UTI beneficiary,
Nissan-Infiniti LT, as the titling trust, NMAC, in its individual capacity, as Servicer and as
administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as the titling trustee, Wilmington
Trust Company, as Delaware trustee and owner trustee, and U.S. Bank, as trust agent, and Citibank,
as indenture trustee.



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     IN WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this                      day
of                     .



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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SCHEDULE A




REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS



PART I



DEFINED TERMS




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



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



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



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



PART II




COMPLIANCE WITH REGULATION AB



     Section 2.01. Intent of the Parties; Reasonableness.



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



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



(NALT 2011-A SUBI Servicing Supplement)