**LIMITED
      LIABILITY COMPANY AGREEMENT**





**OF**







**NISSAN
      AUTO LEASING LLC II**




This
      Limited Liability Company Agreement of Nissan Auto Leasing LLC II, a Delaware
      limited liability company (the “Company”), dated as of October 29, 2001, is
      entered into by Nissan Motor Acceptance Corporation, a California corporation,
      as the sole member (“NMAC” or the "Member"), and H. Edward Matveld and Cheryl A.
      Lawrence, as the Independent Managers.




WHEREAS,
      the Member desires to form a limited liability company under and pursuant to
      Delaware’s Limited Liability Company Act (6 Del. C. § 18-101 et seq.) for the
      purposes set forth in this Agreement by causing a Certificate of Formation
      of
      the Company to be filed with the office of the Secretary of State of the State
      of Delaware and by entering into this Agreement;




NOW,
      THEREFORE, in consideration of the agreements and obligations set forth herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, NMAC, intending to be legally bound, agrees
      to
      form the Company in accordance with the Act and subject to the terms and
      provisions of this Agreement.




ARTICLE
      ONE




DEFINITIONS




Section
      1.01.                                Definitions.  As
      used in this Agreement, the following terms shall have the following
      meanings:




(a)           “Act”
      means the Delaware Limited Liability Company Act, as codified in Title 6 of
      the
      Delaware Code §§ 18-101 et seq., as amended from time to time.




(b)           “Administrative
      Agent” shall have the meaning set forth in Section 3.02.




(c)           “Agreement”
      means this Limited Liability Company Agreement of the Company, as amended from
      time to time.




(d)           “Bankruptcy"
      means, with respect to any Person, if (A) such Person (i) makes an assignment
      for the benefit of creditors, (ii) files a voluntary petition in bankruptcy,
      (iii) is adjudged a bankrupt or insolvent, or has entered against it an order
      for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition
      or answer seeking for itself any reorganization, arrangement, composition,
      readjustment, liquidation or similar relief under any statute, law or
      regulation, (v) files an answer or other pleading admitting or failing to
      contest the material allegations of a petition filed against it in any
      proceeding of this nature, or (vi) seeks, consents to or acquiesces in the
      appointment of a trustee, receiver or liquidator of the Person or of all or
      any
      substantial part of its properties, or (B) (i) 120 days after the commencement
      of any proceeding against the Person seeking reorganization, arrangement,
      composition, readjustment, liquidation or similar relief under any statute,
      law
      or regulation, the proceeding has not been dismissed, or (ii) within 90 days
      after the appointment without such Person's consent or acquiescence of a
      trustee, receiver or






11







liquidator
      of such Person or of all or any substantial part of its properties, the
      appointment is not vacated or stayed, or within 90 days after the expiration
      of
      any such stay, the appointment is not vacated.  The foregoing
      definition of "Bankruptcy" is intended to replace and shall supersede and
      replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and
      18-304 of the Act.




(e)           “Board”
      shall have the meaning set forth in Section 7.01.




(f)           “Capital
      Accounts” shall have the meaning set forth in
      Section 10.01.




(g)           “Capital
      Contributions” means the amount of all cash, money, and notes payable on
      demand and the agreed upon value of other property or services contributed
      by
      the Member to the Company.




(h)           “Certificate
      of Formation” means the Certificate of Formation of the Company, including
      any restatements thereof or amendments thereto, which are filed with the
      Secretary of State.




(i)           “Certificates”
      shall have the meaning set forth in Section 3.02.




(j)           “Code”
      means the Internal Revenue Code of 1986.




(k)           “Collateral”
      shall have the meaning set forth in Section 3.02.




(l)           “Company”
      means Nissan Auto Leasing LLC II, a Delaware limited liability
      company.




(m)           “Covered
      Person” shall have the meaning set forth in Section 11.03.




(n)           “Fiscal
      Year” means the taxable year of the Member.




(o)           “Indemnified
      Persons” shall have the meaning set forth in Section 11.01(b).




(p)           “Independent
      Manager” shall have the meaning set forth in Section 
7.16.




(q)           “Managers”
      means such persons or entities that may be designated from time to time by
      the
      Member as managers of the Company to perform such functions for the Company
      as
      may be determined from time to time by the Member and for such term as shall
      be
      determined by the Member.  A Manager shall be deemed to be a "manager"
      of the Company within the meaning of the Act.




(r)           “Member”
      means each Person who (i) is an initial signatory to this Agreement, or (ii)
      has
      been admitted to the Company as a Member in accordance with this Agreement
      or is
      an assignee who has become a Member in accordance with this Agreement and (iii)
      has not ceased to be a Member pursuant to this Agreement or the
      Act.




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




(t)           “Notes”
      shall have the meaning set forth in Section 3.02.




(u)           “Officers”
      means such persons or entities that may be designated from time to time by
      the
      Board as officers of the Company to perform such functions for the Company
      as
      may be determined from time to time by the Board and for such term as shall
      be
      determined by the Board pursuant to Article 8 of this Agreement.






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(v)           “Person”
      shall mean any individual, partnership, firm, corporation, association, trust,
      unincorporated organization or other entity, as well as any syndicate or group
      deemed to be a person pursuant to Section 13(d)(3) of the Securities Exchange
      Act of 1934.




(w)           “Pooling
      Agreements” shall have the meaning set forth in Section 3.02.




(x)           “Profits”
      and “Losses” mean the Company’s taxable income or loss for each Fiscal
      Year (or other period) determined in accordance with the accounting methods
      followed by the Company for federal income tax purposes, except that any income
      of the Company that is exempt from federal income tax and not otherwise taken
      into account in computing Profits and Losses shall be added to such taxable
      income or loss.




(y)           “Purchase
      Agreement” shall have the meaning set forth in the Section 3.02.




(z)           “Rating
      Agency” shall have the meaning set forth in Section 5.04.




(aa)           “Receivables”
      shall have the meaning set forth in Section 3.02.




(bb)           “Secretary
      of State” means the Secretary of State of the State of
      Delaware.




(cc)           “Securities”
      shall have the meaning set forth in Section 3.02.




(dd)           “Special
      Member” shall have the meaning set forth in Section 13.06.






(ee)           “SUBIs”
      shall have the meaning set forth in Section 3.02.




(ff)           “Substitute
      Member” shall have the meaning set forth in Section 13.06.




(gg)           “Trusts”
      shall have the meaning set forth in Section 3.02.




(hh)           “Trustee”
      shall have the meaning set forth in Section 3.02.




Section
      1.02.                                Other
      Definitional Provisions.




(a)           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 this Agreement include all Exhibits hereto, (iii)
      references to words such as “herein” and “hereof” shall refer to this Agreement
      as a whole and not to any particular part, Article or Section hereof,
      (iv) references to an Article or Section such as "Article One" or
      "Section 1.01" shall refer to the applicable Article or Section of this
      Agreement, (v) the term “include” and all variations thereof shall mean
“include without limitation”, and (vi) the term “or” shall include
“and/or.”




(b)           As
      used in this Agreement and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Agreement or in any such certificate or other document, and accounting terms
      partly defined in this Agreement or in any such certificate or other document
      to
      the extent not defined, shall have the respective meanings given to them under
      generally accepted accounting principles in effect from time to
      time.  To the extent that the definitions of accounting terms in this
      Agreement or in any such certificate or other document are inconsistent with
      the
      meanings of such terms under such generally accepted accounting principles,
      the
      definitions contained in this Agreement or in any such certificate or other
      document shall control.




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(c)           Any
      reference in this Agreement to any agreement means such agreement as it may
      be
      amended, restated, supplemented or otherwise modified from time to
      time.  Any reference in this Agreement to any law, statute,
      regulation, rule or other legislative action shall mean such law, statute,
      regulation, rule or other legislative action (and any successor thereto) as
      amended, supplemented or otherwise modified from time to time, and shall include
      any rule or regulation promulgated thereunder.  Any reference in this
      Agreement to a Person shall include the permitted successors or assignees of
      such Person.






ARTICLE
      TWO




ORGANIZATION
      OF COMPANY




Section
      2.01.                                Formation.  The
      Member hereby forms a limited liability company pursuant to the provisions
      of
      the Act and this Agreement, and agrees that the rights, duties and liabilities
      of the Member, Managers and Officers shall be as provided in the Act, except
      as
      otherwise provided in this Agreement.  Pursuant to Section 18-201 of
      the Act, this Agreement shall become effective as of the date specified in
      the
      first paragraph hereof.




Section
      2.02.                                Name
      and Office.  The name of the Company shall be NISSAN AUTO LEASING
      LLC II, and its registered office in Delaware shall be c/o The Corporation
      Service Company, 2711 Centerville Road, Suite 400, Wilmington,
      Delaware  19808, or such other place as the Board may determine from
      time to time.




Section
      2.03.                                Service
      of Process.  The name and address of the Company’s initial
      registered agent for service of process are:




The
      Corporation Service Company


2711
      Centerville Road, Suite 400


Wilmington,
      Delaware  19808




Section
      2.04.                                Execution,
      Delivery and Filing of Certificate.  Tammy Wong-Massey, as an
“authorized person” within the meaning of the Act, executed, delivered and filed
      the Certificate of Formation with the Secretary of State on October 24, 2001
      (such filing being hereby ratified and confirmed).






ARTICLE
      THREE




PURPOSES




Section
      3.01.                                Purposes.
      Subject to Section 3.02 below, the purpose of the Company is to engage in any
      lawful act or activity for which a limited liability company may be organized
      under the Act.




Section
      3.02.                                Limitations
      on Purposes.  Notwithstanding Section 3.01 above, the purpose of
      the Company is limited to the following purposes and activities incident and
      necessary or convenient to accomplish the following purposes: (i) acquire from
      time to time from or sell from time to time to NMAC or its dealers or affiliates
      all right, title and interest in and to (or beneficial interests in and to)
      receivables or leases arising out of or relating to the sale or lease of new,
      near-new or used motor vehicles (including automobiles and light-duty trucks),
      moneys due thereunder, security interests in the vehicles financed or leased
      thereby, proceeds from claims on insurance policies related thereto and related
      rights (collectively, the “Receivables”); (ii) acquire from time to time from
      NMAC or any of its






14







affiliates
      as may be the holder of an undivided trust interest in a trust or other similar
      special purpose entity originating leases with respect to new, near-new or
      used
      vehicles (including automobiles and light-duty trucks), all right, title and
      interest in and to one or more special units of beneficial interest representing
      interests in a pool of leased vehicles allocated from any such undivided trust
      interest in a trust or other similar special purpose entity, the lease contracts
      related to the leased vehicles, moneys due under such leases, proceeds from
      the
      claims on insurance policies related to such vehicles or leases and related
      rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs
      under the terms of the documents creating such interests (including, without
      limitation, enforce its rights and exercise available remedies thereunder),
      and
      sell from time to time to NMAC or reallocate from time to time to the undivided
      interest from which such SUBI was created certain of the leased vehicles,
      related leases and interest therein comprising such SUBIs; (iii) acquire, own,
      hold, service, sell, assign, pledge and otherwise deal with the Receivables
      and
      SUBIs, the collateral securing the Receivables and SUBIs, related insurance
      policies, agreements with motor vehicle dealers or lessors or other originators
      or servicers of Receivables or other similar or related assets and any proceeds
      or further rights associated with any of the foregoing (the “Collateral”); (iv)
      transfer Receivables and SUBIs and/or related Collateral to trusts or other
      Persons (collectively, the “Trusts”) pursuant to one or more pooling and
      servicing agreements, sale and servicing agreements or other agreements (the
      “Pooling Agreements”) to be entered into by, among others, the Company, the
      trustee or other representative named therein (the “Trustee”) and any Person
      acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver
      any class of certificates or other securities (collectively, the “Certificates”)
      issued by the Trusts under the related Pooling Agreements; (vi) acquire
      from NMAC Certificates issued by one or more Trusts to which NMAC or one of
      its
      subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver
      one or more series and classes of bonds, notes or other evidences of
      indebtedness secured by or collateralized by one or more pools of Receivables,
      SUBIs, Collateral or Certificates (collectively, the “Notes” and together with
      the Certificates, the “Securities”); (viii) sell and issue Securities secured by
      the SUBIs or the Receivables and related Collateral to certain purchasers,
      pursuant to indentures, purchase agreements or other similar agreements
      (collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the
      rights and privileges of any Securities, including any class Securities that
      may
      be subordinate to any other class of Securities; (x) loan to or borrow from
      affiliates or others or otherwise invest or apply funds received as a result
      of
      the Company’s interest in any Securities and any other income, as determined by
      the Board of Managers from time to time; (xi) perform its obligations under
      the
      Pooling Agreements and Purchase Agreements, including entering into one or
      more
      interest rate cap agreements to the extent permitted by and in accordance with
      the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage
      in
      any activity and exercise any powers permitted to limited liability companies
      under the laws of the State of Delaware that are related or incidental to the
      foregoing and necessary, convenient or advisable to accomplish the foregoing,
      including the entering into of interest rate or basis swap, cap, floor or collar
      agreements, currency exchange agreements or similar hedging transactions and
      referral, management, servicing and administration agreements.




So
      long
      as any outstanding debt of the Company or Securities are rated by any Rating
      Agency, the Company shall not issue unsecured notes or otherwise borrow money
      (except as provided in the foregoing paragraph) unless (a) the Company has
      made
      a written request to the related Rating Agency to issue unsecured notes or
      incur
      borrowings and such notes or borrowings are rated by the related Rating Agency
      the same as or higher than the rating afforded any outstanding rated debt or
      Securities, or (b) such notes or borrowings (1) are fully subordinated (and
      which shall provide for payment only after payment in respect of all outstanding
      rated debt and/or Securities) or are nonrecourse against any assets of the
      Company other than the assets pledged to secure such notes or borrowings, and
      (2) where such notes or borrowings are secured by the rated debt or Securities,
      are fully subordinated






15







(and
      which shall provide for payment only after payment in respect of all outstanding
      rated debt and/or Securities) to such rated debt or Securities, and in either
      case prior notice and copies of the related instruments and agreements are
      provided to such Rating Agency.




The
      Company, and the Member, or any Manager or Officer on behalf of the Company,
      may
      enter into: (i) an Amended and Restated Trust Agreement between the Company
      and
      Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease
      Trust 2001-A (the “Trust”); (ii) a Trust Administration Agreement among the
      Trust, NMAC, as administrative agent, the Company, and U.S. Bank National
      Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer
      Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer
      Agreement between the Company and NILT Trust, a Delaware business trust; (v)
      a
      Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business
      trust, NILT Trust, the Company, the Trust and U.S. Bank National Association;
      (vi) a Control Agreement among the Company, the Trust, an indenture trustee
      and
      a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company,
      and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of certain
      financial institutions as initial purchasers, and one or more forms of Purchase
      Agreements between NMAC, the Company and certain affiliates of Merrill Lynch,
      Pierce Fenner & Smith Incorporated (collectively, the “Purchase
      Agreements”); and (viii) all documents, agreements, certificates, or financing
      statements contemplated thereby or related thereto, all without any further
      act,
      vote or approval of any Member, Manager, Officer or other Person notwithstanding
      any other provision of this Agreement.  The foregoing authorization
      shall not be deemed a restriction on the powers of the Member or any Manager
      or
      Officer to enter into other agreements on behalf of the Company.




Section
      3.03.                                Power
      and Authority.  The Company shall have the power and authority to
      take any and all actions necessary, appropriate, proper, advisable, incidental
      or convenient to accomplish or for the furtherance of the purposes set forth
      in
      this Article.






ARTICLE
      FOUR




INTERNAL
      AFFAIRS




Section
      4.01.                                Internal
      Affairs.  The Company shall insure at all times that (a) it
      maintains separate records and books of account from those of NMAC, and (b)
      except as permitted by contract between the Company and NMAC with respect to
      deposits in certain accounts of collections of receivables of NMAC's that were
      not sold to the Company pursuant to an agreement between them, which will be
      promptly remitted to the owner thereof, none of the Company's assets will be
      commingled with those of NMAC or any of its affiliates.




ARTICLE
      FIVE




BANKRUPTCY
      OR INSOLVENCY RELATED PROVISIONS




Section
      5.01.                                Limitations
      on Powers.  Notwithstanding any other provision of this Agreement
      and any provision of law, the Company shall not engage in any business or
      activity other than as set forth in this Agreement.




Section
      5.02.                                Unanimous
      Vote Required.  Notwithstanding any other provision of this
      Agreement and notwithstanding any provision of law that otherwise so empowers
      the Company,  the Member, the Board, any Officer or any other Person
      acting on behalf of the Company, the Company, the Member, the Board, any Officer
      or any other Person acting on









16







behalf
      of
      the Company shall not be authorized or empowered, nor shall they permit the
      Company, without the prior affirmative vote of 100% of the Managers of the
      Company, including all of the Independent Managers, to do any of the
      following:




(a)
            merge
                or consolidate with any other corporation, company or entity or sell
                all
                or substantially all of its assets, or acquire all or substantially
                all of
                the assets, capital stock or other ownership interest of any other
                corporation, company or entity, except in accordance with the terms
                of
                Article Three herein, on which there shall be no restriction;
                or




(b)
            (i)
                to the fullest extent permitted by law, dissolve or liquidate, in
                whole or
                in part, or institute proceedings to be adjudicated bankrupt or insolvent;
                (ii) file, consent to the filing of or join in the filing of, a bankruptcy
                or insolvency petition against the Company or otherwise institute
                bankruptcy or insolvency proceedings; (iii) file a petition seeking
                or
                consent to reorganization or relief under any applicable federal
                or state
                law relating to bankruptcy or insolvency; (iv) consent to the appointment
                of a receiver, liquidator, assignee, trustee, sequestrator or other
                similar official as to the Company or all or substantially all of
                its
                property; or (v) make a general assignment for the benefit of
                creditors.




Section
      5.03.                                Waiver
      of Right to Reject Executory Contract.  To the extent that this
      Agreement or any provision hereof is deemed by any court to be an executory
      contract, the Member hereby waives, to the fullest extent permissible by law,
      any right to reject any term of this Agreement in any bankruptcy
      proceeding.




Section
      5.04.                                Amendment
      of Bankruptcy Related Provisions.  None of the provisions of this
      Article shall be amended, altered or repealed without the written consent of
      100% of the Board, including the Independent Managers, and notice to each
      nationally recognized statistical rating organization which has been requested
      by the Company or its affiliates to rate one or more outstanding classes of
      Securities issued by the Company or its affiliates or by a Trust, and which
      is
      then rating such class or classes of securities (each a “Rating
      Agency”).




Section
      5.05.                                Restriction
      on Merger or Consolidation.  Notwithstanding the provisions of
      Section 5.02, the Company shall not take any of the actions described in Section
      5.02(a) without prior written notice to each Rating Agency.






ARTICLE
      SIX




CAPITAL
      CONTRIBUTIONS; BORROWINGS




Section
      6.01.                                Admission
      and Initial Contributions of Member.  NMAC shall be admitted as a
      member of the Company at the time it executes this Agreement or a counterpart
      signature page to this Agreement.  The Member shall make the Capital
      Contribution set forth next to its name in Exhibit A upon the formation of
      the
      Company.  No interest shall be paid to NMAC based on any Capital
      Contribution made to the Company.




Section
      6.02.                                Additional
      Contributions.  The Member is not required to make any additional
      capital contributions to the Company.  The provisions of this
      Agreement, including this Section, are intended solely to benefit the Member
      and, to the fullest extent permitted by law, shall not be construed as
      conferring any benefit upon any creditor of the Company (and no such creditor
      of
      the Company shall be a third-party beneficiary of this Agreement)






17







and
      to
      the fullest extent permitted by law, no Member shall have any duty or obligation
      to any creditor of the Company to make any contribution to the Company or to
      issue any call for capital pursuant to this Agreement.




Section
      6.03.                                Withdrawals
      or Transfers.  The Member shall not be entitled to withdraw from
      the Company without the consent of the Board or as otherwise provided in this
      Agreement.  In the event of the Member’s withdrawal from the Company
      or transfer of all of its limited liability company interest in the Company,
      the
      Member shall, pursuant to the terms of this Agreement, cause a successor Member
      to be admitted to the Company as a member of the Company effective immediately
      prior to the time of the withdrawal or transfer upon such Person’s execution of
      a counterpart signature page to this Agreement, and, where such successor Member
      is not an Affiliate, shall be subject to the conditions set forth in Section
      6.04.  The Company shall notify the Ratings Agencies of any transfer
      of limited liability company interests in the Company or withdrawal of the
      Member.  The Member's withdrawal or transfer shall become effective
      immediately following the admission of a successor Member.




Section
      6.04.                                Additional
      Members.  Additional members of the Company may be added with the
      written consent of the Member and, if other than any Affiliates of the Members,
      with notice to the Ratings Agencies, and ratification of 100% of the Board,
      including all of the Independent Managers.  The rights of any such
      additional member of the Company shall be specified in an amendment or
      supplement to this Agreement executed by each current member.  No
      other additional Members shall be admitted to the Company other than in
      accordance with the express terms of this Agreement, in particular Section
      6.03.




ARTICLE
      SEVEN




MANAGEMENT




Section
      7.01.                                Board
      of Managers.  Subject to the limitations contained in this
      Agreement and the Act, the business and affairs of the Company shall be managed
      by or under the direction of a Board of Managers (the “Board”).




Section
      7.02.                                Powers
      of the Managers.  The Board shall have the power to do any and all
      acts necessary, convenient or incidental to or for the furtherance of the
      purposes described herein, including all powers, statutory or
      otherwise.  Subject to the other provisions of this Agreement, the
      Board shall have the authority, on behalf of the Company, to do all things
      necessary or appropriate for the accomplishment of the purposes of the
      Company.  Subject to the other provisions of this Agreement, the Board
      shall have full power to act for and to bind the Company to the extent provided
      by Delaware law.




Section
      7.03.                                Number.  The
      authorized number of Managers of the Company shall be five, at least two of
      which shall be Independent Managers as defined in Section 7.16.  The
      number of Managers may be increased or decreased by the Member from time to
      time
      to a number not less than three nor more than seven, subject to the limitations
      contained in Sections 7.15 and 7.16.




Section
      7.04.                                Election
      and Tenure of Office.  Each Manager shall hold office until the
      expiration of the term for which appointed by the Member and until a successor
      is designated and qualified or until such Manager’s death, resignation or
      removal.






18







Section
      7.05.                                Vacancies.  Subject
      to Sections 7.15 and 7.16, vacancies on the Board may be filled by the
      Member.  The Member may at any time designate a Manager to fill any
      vacancy, and may designate additional Managers upon Amendment of this Agreement
      to provide for additional Managers.  A vacancy or vacancies shall be
      deemed to exist in case of the death, incapacity, resignation or removal of
      any
      Manager, or if the Board shall increase the authorized number of
      Managers.




Subject
      to Sections 7.15 and 7.16, if the Board accepts the resignation of a Manager
      tendered to take effect at a future time, the Member shall have power to
      designate a successor to take office when the resignation becomes
      effective.




No
      reduction of the number of Managers shall have the effect of removing any
      Manager prior to the expiration of his or her term of office.




No
      resignation of an Independent Manager shall become effective until the Member
      has designated a successor Independent Manager pursuant to the terms of this
      Agreement.




Section
      7.06.                                Removal
      of Managers.  Subject to Sections 7.15 and 7.16, the entire Board
      or any individual Manager may be removed with or without cause from office
      by
      the Member.




Section
      7.07.                                Place
      of Meetings; Telephonic Meetings.  Meetings of the Board shall be
      held at such place as may be designated for that purpose from time to time
      by
      the President.  Members of the Board may participate in a meeting of
      the Board by means of conference telephone or similar communications equipment
      permitting all persons participating in the meeting to hear each other, and
      participation in a meeting by such means shall constitute presence in person
      at
      such meeting. If all the participants are participating by telephone conference
      or similar communications equipment, the meeting shall be deemed to be held
      at
      the principal place of business of the Company.




Section
      7.08.                                Annual
      Meeting.  The Board shall conduct an annual meeting, to be held
      following notice by the President.




Section
      7.09.                                Special
      Meetings – Notice.  Special meetings of the Board for any purpose
      may be called at any time by the President or by any two
      Managers.  Special meetings of the Board shall be held upon four days’
written notice or 48 hours notice given personally or by telephone, e-mail,
      facsimile or other similar means of communication.  Any such written
      notice shall be addressed or delivered to each Manager at such Manager’s address
      as it is shown upon the records of the Company or may have been given to the
      Company by the Manager for purposes of notice or, if such address is not shown
      on records or is not readily ascertainable, at the place in which the meetings
      of the Board are regularly held.




Written
      notice by mail shall be deemed to have been given at the time a written notice
      is deposited in the United States mail, postage prepaid.  Any personal
      notice shall be deemed to have been given at the time it is personally delivered
      to the recipient.  Written notice by e-mail shall be deemed to have
      been given at the time it is actually transmitted by the person giving the
      notice by e-mail to the recipient.




Section
      7.10.                                Waiver.  Notice
      of a meeting need not be given to any Manager who signs a waiver of notice
      or a
      consent to holding the meeting or an approval of the minutes thereof, whether
      before or after the meeting, or who attends the meeting without protesting
      the
      insufficiency of notice to such Manager at its commencement.  All such
      waivers,






19







consents
      and approvals shall be filed with the Company’s records or made a part of the
      minutes of the meeting.




Section
      7.11.                                Written
      Consent.  Any action required or permitted to be taken by the
      Board may be taken without a meeting if all members of the Board shall
      individually or collectively consent in writing to such action.  Such
      written consent or consents shall be filed with the minutes of the proceedings
      of the Board.  Such action by written consent shall have the same
      force and effect as a unanimous vote of such Managers.  Any
      certificate or other document filed which relates to action so taken shall
      state
      that the action was taken by the unanimous written consent of the Board without
      a meeting and that this Agreement authorizes the Managers to so
      act.  Such statement shall be the prima facie evidence of such
      authority.




Section
      7.12.                                Notice
      of Adjournment.  Notice of the time and place of holding an
      adjourned meeting need not be given to absent Managers if the time and place
      be
      fixed at the meeting adjourned.




Section
      7.13.                                Quorum.  A
      majority of the authorized number of Managers as fixed in accordance with this
      Agreement shall be necessary to constitute a quorum for the transaction of
      business, and, subject to the provisions of this Agreement (including those
      that
      specify that approval by Independent Managers is required with respect to
      certain actions), the action of a majority of the Managers present at any
      meeting at which there is a quorum, when duly assembled, is valid as an act
      of
      the Board.




Section
      7.14.                                Fees
      and Compensation.  Managers and Officers may receive such
      compensation and fees, if any, for their services, and such reimbursement for
      expenses, as may be determined by resolution of the Board.




Section
      7.15.                                Independent
      Managers.  Of the authorized number of Managers provided in
      Section 7.03 hereof, the Board shall at all times have at least two individuals
      who are Independent Managers (as defined in Section 7.16) who are acting as
      Managers; provided that if the authorized number of Managers exceeds five,
      at
      least three Managers shall be Independent Managers.  If at any time
      the Board does not have the requisite number of Independent Managers, no action
      requiring the unanimous vote of the Board (including the Independent Managers)
      shall be taken until a sufficient number of Independent Managers have been
      elected and qualified.  The initial Independent Managers shall be H.
      Edward Matveld and Cheryl A. Lawrence.




Section
      7.16.                                Definitions
      of Certain Terms Used in Section 7.15.  For purposes of Section
      7.15 the following terms shall have the meanings set forth in this
      Section:




(i)           An
      “Independent Manager” shall be an individual who was not, at the time of such
      appointment or at any other time in the preceding five years: (i) a director,
      officer or employee of any affiliate of the Company (other than any limited
      purpose or special purpose corporation or limited liability company similar
      to
      the Company); (ii) a person related to any officer or director of any affiliate
      of the Company (other than any limited purpose or special purpose corporation
      or
      limited liability company similar to the Company); (iii) a direct or indirect
      holder of more than 10% of any voting securities of any affiliate of the
      Company; (iv) a person related to a direct or indirect holder of more than
      10%
      of any voting securities of any affiliate of the Company; (v) a material
      creditor, material supplier, employee, officer, director, family member,
      manager, or contractor of the Company or its affiliates; or (vi) a person who
      controls (whether directly, indirectly, or otherwise) the Company or
      its






20







affiliates
      or any material creditor, material supplier, employee, officer, director,
      manager or material contractor of the Company or its affiliates.




Section
      7.17.                                Amendment
      of Independent Manager Definition.  So long as any Securities are
      outstanding, the definition of “Independent Manager” and Sections 7.15 and 7.16
      of this Agreement shall not be amended, altered, changed or repealed without
      the
      unanimous written consent of the Board (including all of the Independent
      Managers) with notice of such amendment provided promptly to each Rating
      Agency.




ARTICLE
      EIGHT




OFFICERS




Section
      8.01.                                Officers.  The
      Officers of the Company shall be a president, a secretary and a chief financial
      officer/treasurer, which officers shall be elected by, and hold office at the
      pleasure of, the Board.  The Company may also have, at the discretion
      of the Board, a Chairman of the Board, one or more vice presidents, one or
      more
      assistant secretaries, one or more assistant treasurers and such other officers
      as may be appointed in accordance with the provisions of this
      Agreement.




Section
      8.02.                                Election
      of Officers.  The Board shall, from time to time, elect a
      President from their own number, a Secretary and a Treasurer, and any other
      officers determined to be necessary by the Board, who may, but need not, be
      members of the Board.  Any two or more of such offices, except those
      of President and Secretary, may be held by the same person.




Section
      8.03.                                Tenure
      of Office.  The tenure of office of all the officers of the
      Company shall be fixed by the Board.




Section
      8.04.                                Removal
      and Resignation.  Any officer may be removed, either with or
      without cause, by the Board at any regular or special meeting or by any officer
      upon whom such power of removal may be conferred by the Board.




Any
      officer may resign at any time by giving written notice to the Board or to
      the
      President, or to the Secretary of the Company.  Any such resignation
      shall take effect on the date of the receipt of such notice or at any later
      time
      specified therein; and, unless otherwise specified therein, the acceptance
      of
      such resignation shall not be necessary to make it effective.




Section
      8.05.                                Vacancies.  A
      vacancy in any office because of death, incapacity, resignation, removal,
      disqualification or other cause shall be filled in the manner prescribed in
      this
      Agreement for regular appointment to such office.




Section
      8.06.                                Chairman
      of the Board and President.




(a)           Chairman
      of the Board.  The Chairman of the Board, if there shall be such
      an officer, shall, if present, preside at all meetings of the Board, and
      exercise and perform such other powers and duties as may from time to time
      be
      assigned to him by the Board as prescribed by this Agreement.




(b)           President.  The
      President shall be the chief executive officer of the Company and shall, subject
      to the control of the Board, have general supervision, direction and control
      of
      the business affairs of the Company.  In the absence of the Chairman
      of the






21







Board,
      he
      or she shall preside at all meetings of the Board.  He or she shall be
      ex officio, a member of all the standing committees, including the executive
      committee, if any, and shall have the general powers and duties as may be
      prescribed by the Board or this Agreement.




Section
      8.07.                                Vice
      Presidents.




(a)           Senior
      Vice Presidents.  The Senior Vice Presidents, if any, shall be the
      deputy chief executive officers of the Company and shall exercise such authority
      over the activities of the Company as prescribed by the President.  In
      the absence or disability of the President, they shall, in the order designated
      by the President or the Board, perform the duties and exercise the powers of
      the
      President.




(b)           Vice
      Presidents.  The Vice Presidents, if any, shall exercise authority
      over the activities of their assigned area of responsibility as prescribed
      by
      the President and under the overall direction and control of the President
      or
      Senior Vice Presidents.




Section
      8.08.                                Secretary.  The
      Secretary shall keep, or cause to be kept, a book of minutes at the principal
      office or such other place as the Board may order, of all meetings of the Board,
      with the time and place of holding, whether regular or special, and if special,
      how authorized, the notice thereof given, the names of those present at
      Managers’ meetings, and the proceedings thereof.




The
      Secretary shall give, or cause to be given, notice of all the meetings of the
      Board required by this Agreement or by law to be given, and shall have such
      other powers and perform such other duties as may be prescribed by the Board
      or
      this Agreement.




Section
      8.09.                                Treasurer.  The
      Treasurer shall receive and keep all the funds of the Company, and pay them
      out
      only as authorized by the Board.




Section
      8.10.                                Assistants.  Any
      Assistant Secretary or Assistant Treasurer, respectively, may exercise any
      of
      the powers of Secretary or Treasurer, respectively, as provided in this
      Agreement or as directed by the Board, and shall perform such other duties
      as
      are imposed upon them by this Agreement or the Board.




Section
      8.11.                                Subordinate
      Officers.  The Board may from time to time appoint such
      subordinate officers or agents as the business of the Company may require,
      and
      fix their tenure of office.






ARTICLE
      NINE




EXECUTIVE
      AND OTHER COMMITTEES




Section
      9.01.                                Executive
      and Other Committees.  The Board may designate an executive
      committee, and such other committees as may be necessary from time to time,
      each
      consisting of two or more members and with such powers as it may designate,
      consistent with this Agreement and the Act.  Such committees shall
      hold office at the pleasure of the Board.











22







ARTICLE
      TEN




CAPITAL
      ACCOUNTS; PROFITS AND LOSSES; DISTRIBUTIONS




Section
      10.01.                                Capital
      Accounts.  A capital account shall be maintained for the Member (a
“Capital Account”), to which contributions and Profits shall be credited and
      against which distributions and Losses shall be charged.  Capital
      Accounts shall be maintained in accordance with the accounting principles of
      Code Section 704 and the Treasury Regulations thereunder.




Section
      10.02.                                Allocation
      of Profits and Losses.




The
      Profits and Losses of the Company shall be determined as of the end of each
      Fiscal Year of the Company and shall be allocated to the Member.




Section
      10.03.                                Distributions.




(a)           The
      Company shall distribute to the Member such sums as the Board determines to
      be
      available for distribution and appropriate for distribution and not required
      to
      provide for current or anticipated Company needs.  All distributions
      shall be made to the Member.




(b)           No
      distributions shall be declared and paid unless, after the distribution is
      made,
      the Company would be able to pay its debts as they become due in the usual
      course of business and the assets of the Company are in excess of the sum of
      the
      Company’s liabilities.




(c)           Notwithstanding
      any other provision of this Agreement, the Company shall not make a distribution
      to a Member on account of its interest in the Company if such distribution
      would
      violate this Agreement, any other applicable agreements, any applicable Pooling
      Agreements or Purchase Agreements, the Act or other applicable law.






ARTICLE
      ELEVEN




EXCULPATION
      OF LIABILITY; INDEMNIFICATION




Section
      11.01.                                Limitation
      and Exculpation of Liability.




(a)           Except
      as otherwise expressly provided by the Act, the debts, obligations and
      liabilities of the Company, whether arising in contract, tort or otherwise,
      shall be solely the debts, obligations and liabilities of the Company, and
      no
      Member, Manager or Officer shall be obligated personally for any such debt,
      obligation or liability of the Company solely by reason of being a Member,
      Manager or Officer of the Company.




(b)           Neither
      the Member nor the Special Members nor any Officer, Manager, employee or agent
      of the Company nor any employee, representative, agent or Affiliate of the
      Member or the Special Members (collectively, the "Indemnified Persons")
      shall be liable to the Company or any other Person who is bound by this
      Agreement for any loss, damage or claim incurred by reason of any act or
      omission performed or omitted by such Indemnified Person in good faith on behalf
      of the Company and in a manner reasonably believed to be within the scope of
      the
      authority conferred on such Indemnified Person by this Agreement, except that
      an
      Indemnified Person shall be liable for any such loss, damage






23







or
      claim
      incurred by reason of such Indemnified Person's gross negligence or willful
      misconduct.




Section
      11.02.                                Indemnification.  Subject
      to the following sentences, the Company shall have the authority, to the maximum
      extent permitted by the Act and other applicable law, and hereby does indemnify
      each of its Managers, Officers, employees and agents to the fullest extent
      permissible under Delaware law and this Agreement.  Subject to the
      preceding and following sentences, the Company shall indemnify its Officers
      and
      Managers against expenses, judgment, fines, settlements and other amounts
      actually and reasonably incurred in connection with any proceeding arising
      by
      reason of the fact that any such person is or was an Officer or Manager of
      the
      Company, and shall advance to such Officer or Manager expenses incurred in
      defending any such proceeding to the maximum extent permitted by
      law.  Notwithstanding the foregoing, if the Company has outstanding
      any Securities, the Company's obligation to pay any amount as indemnification
      or
      as an advance of expenses (other than amounts received from insurance policies)
      shall be fully subordinated to payment of amounts then due on the Securities
      and, in any case, (i) nonrecourse to any of the Company's assets pledged to
      secure such Securities, and (ii) shall not constitute a claim against the
      Company to the extent that funds are insufficient to pay such
      amounts.  For purposes of this section, an "Officer" or "Manager" of
      the Company shall mean any person who is an Officer or Manager of the Company,
      or is serving at the request of the Company as a director or officer of another
      corporation or other enterprise.




Section
      11.03.                                Fiduciary
      Duties.  To the extent that, at law or in equity, a Member,
      Manager, or agent of the Company or a director, officer, employee or Affiliate
      of such person (each, a “Covered Person”) has duties (including fiduciary
      duties) and liabilities relating thereto to the Company or to any other Covered
      Person, a Covered Person acting under this Agreement shall not be liable to
      the
      Company or to any Member for its good faith reliance on the provisions of this
      Agreement.  The provisions of this Agreement, to the extent that they
      restrict the duties and liabilities of a Covered Person otherwise existing
      at
      law or in equity, are agreed by the Members to replace such other duties and
      liabilities of such Covered Person.






ARTICLE
      TWELVE




CORPORATE
      RECORDS AND REPORTS - INSPECTION




Section
      12.01.                                Records.  The
      Company shall maintain adequate and correct accounts, books and records of
      its
      business and properties.  All of such books, records and accounts
      shall be kept at its principal place of business, as fixed by the Board from
      time to time.




Section
      12.02.                                Inspection
      of Books and Records.  All books and records provided for in the
      appropriate sections of the Act shall be open to inspection of the Member and
      each Manager from time to time and in the manner provided in the
      Act.




Section
      12.03.                                Certification
      and Inspection of Certificate of Formation and LLC Agreement.  The
      original or a copy of the Company’s Certificate of Formation and this Agreement,
      as amended or otherwise altered to date, certified by the Secretary, shall
      be
      open to inspection by the Member and members of the Board of the Company, as
      provided in the Act.




Section
      12.04.                                Checks,
      Drafts, etc.  All checks, drafts or other orders for payment of
      money, notes or other evidences of indebtedness, issued in the name of
      or









24







payable
      to the Company, shall be signed or endorsed by such person or persons and in
      such manner as shall be determined from time to time by resolution of the
      Board.




Section
      12.05.                                Contracts,
      etc. – How Executed.  The Board, except as otherwise provided in
      this Agreement, may authorize any Officer or Officers, agent or agents, to
      enter
      into any contract or execute any instrument in the name of and on behalf of
      the
      Company.  Such authority may be general or confined to specific
      instances.






ARTICLE
      THIRTEEN




TERM
      OF
      COMPANY




Section
      13.01.                                Commencement.  The
      term of the Company commenced upon the filing of the Certificate of Formation
      with the Secretary of State.




Section
      13.02.                                Duration.  The
      term of the Company shall continue perpetually, unless the Company is dissolved
      in accordance with the provisions of this Agreement.  The existence of
      the Company as a separate legal entity shall continue until cancellation of
      the
      Certificate of Formation in the manner required by the Act.




Section
      13.03.                                Dissolution.  The
      Company shall be dissolved and its affairs wound up upon the occurrence of
      any
      of the following events: (i) upon unanimous written consent of the Member and
      100% of the Managers, including all of the Independent Managers; (ii) at any
      time the Company contains no members; or (iii) the entry of a decree of judicial
      dissolution under §18-802 of the Act.  Upon the occurrence of any
      event that causes the last remaining member of the Company to cease to be a
      member of the Company, to the fullest extent permitted by law, the personal
      representative of such member is hereby authorized to, and shall, within 90
      days
      after the occurrence of the event that terminated the continued membership
      of
      such member in the Company, agree in writing (i) to continue the Company and
      (ii) to the admission of the personal representative or its nominee or designee,
      as the case may be, as a substitute member of the Company, effective as of
      the
      occurrence of the event that terminated the continued membership of the last
      remaining member of the Company in the Company.




Section
      13.04.                                Continuation
      of Company.  The resignation, withdrawal, expulsion, Bankruptcy,
      insolvency or dissolution of the Member or the occurrence of any event that
      terminates the continued membership of the Member shall not, in and of itself,
      cause the Company to be dissolved or its affairs to be wound up, and upon the
      occurrence of any such event, the Company shall be continued without dissolution
      as permitted by this Agreement and the Act.




Section
      13.05.                                Bankruptcy
      or Insolvency of Member.  Notwithstanding any other provision of
      this Agreement, the Bankruptcy or insolvency of the Member shall not cause
      the
      Member to cease to be a member of the Company and upon the occurrence of such
      an
      event, the business of the Company shall continue without
      dissolution.




Section
      13.06.                                Admission
      of Special Member.  Notwithstanding any provision in this
      Agreement to the contrary, upon the occurrence of any event that causes the
      Member to cease to be a member of the Company (other than (i) upon an assignment
      by the Member of all of its limited liability company interest in the Company
      and the admission of the assignee as a member of the Company, effective
      immediately prior to such transfer, or (ii) the resignation of the Member and
      the admission of a successor member of the Company, effective immediately prior
      to such resignation), (a) each Person acting as an









25







Independent
      Manager pursuant to Article Seven shall, without any action of any Person and
      simultaneously with the Member ceasing to be a member of the Company,
      automatically be admitted to the Company as a member of the Company (each,
      a
“Special Member”) and shall continue the Company without dissolution, and (b)
      the personal representative of such Member is hereby authorized to, and shall,
      to the fullest extent permitted by law, within 90 days after the occurrence
      of
      the event that terminated the continued membership of such Member in the
      Company, appoint a Person as a substitute member of the Company (the
“Substitute Member”).  No Special Member may resign from the
      Company or transfer its rights as Special Member unless (i) a successor Special
      Member has been admitted to the Company as Special Member by executing a
      counterpart to this Agreement, and (ii) such successor has also accepted its
      appointment as Independent Manager pursuant to Article Seven; provided, however,
      the Special Members shall automatically cease to be members of the Company
      upon
      the admission to the Company of a Substitute Member but shall not thereby cease
      to be Independent Managers.  Each Special Member shall be a member of
      the Company that has no interest in the profits, losses and capital of the
      Company and has no right to receive any distributions of Company
      assets.  Each Special Member shall be entitled to the benefits of the
      exculpation from liability and indemnification provisions contained in Article
      Eleven.  Pursuant to Section 18-301 of the Act, a Special Member shall
      not be required to make any capital contributions to the Company and shall
      not
      receive a limited liability company interest in the Company.  A
      Special Member, in its capacity as Special Member, may not bind the
      Company.  Except as required by any mandatory provision of the Act,
      each Special Member, in its capacity as Special Member, shall have no right
      to
      vote on, approve or otherwise consent to any action by, or matter relating
      to,
      the Company, including, without limitation, the merger, consolidation or
      conversion of the Company.  In order to implement the admission to the
      Company of each Special Member, each Person acting as an Independent Manager
      pursuant to Article Seven shall execute a counterpart to this
      Agreement.  Prior to its admission to the Company as Special Member,
      each Person acting as an Independent Manager pursuant to Article Seven shall
      not
      be a member of the Company.  The admission to the Company as a Special
      Member of a Person acting as an Independent Manager shall not affect such
      Person’s rights, powers, privileges or obligations as an Independent
      Manager.






ARTICLE
      FOURTEEN




APPLICATION
      OF ASSETS




Section
      14.01.                                Application
      of Assets.  Upon dissolution of the Company, the Company shall
      cease carrying on its business and affairs and shall commence winding up of
      the
      Company’s business and affairs and complete the winding up as soon as
      practicable.  The winding-up of the Company’s business and affairs
      shall be managed by the Managers.  The assets of the Company may be
      liquidated or distributed in kind, as determined by the Managers, and the same
      shall first be applied to the satisfaction (whether by payment or the reasonable
      provision for payment) of the Company’s liabilities in accordance with the Act
      and then to the Members.  Subject to the terms of any applicable
      Pooling Agreements, Purchase Agreements, or Securities, to the extent that
      Company assets cannot either be sold without undue loss or readily divided
      for
      distribution in kind to the Members, then the Company may, as determined by
      the
      Managers, convey those assets to a suitable holding entity established for
      the
      benefit of the Members in order to permit the assets to be sold without undue
      loss and the proceeds thereof, subject to the Act, distributed to the Member
      at
      a future date.  The legal form of the holding entity, the identity of
      the trustee or other fiduciary and the terms of its governing instrument shall
      be determined by the Managers.






26







Section
      14.02.                                Termination.  The
      Company and this Agreement shall terminate when all the assets of the Company,
      after payment of or due provision for all debts, liabilities and obligations
      of
      the Company, shall have been distributed to the Member in the manner provided
      for in this Article and the Certificate of Formation shall have been cancelled
      in the manner required by the Act.




Section
      14.03.                                Claims
      of the Members.  The Member shall look solely to the Company’s
      assets for the return of its Capital Contributions, and if the assets of the
      Company remaining after payment of or due provision for all debts, liabilities
      and obligations of the Company are insufficient to return such Capital
      Contributions, the Member shall not have recourse against the
      Company.






ARTICLE
      FIFTEEN




MISCELLANEOUS
      PROVISIONS




Section
      15.01.                                Amendment
      of Agreement.  Amendments to this Agreement may be adopted, or
      this Agreement may be repealed or amended by majority vote of the Board at
      any
      annual or special meeting.  Notwithstanding the foregoing, Sections
      6.03, 6.04, 7.15, 7.16, 7.17, 10.03, 11.02, this Section 15.01 and Articles
      Three, Four, Five and Thirteen shall not be amended or repealed without
      obtaining the written consent of 100% of the Board of Managers, including all
      of
      the Independent Managers, or the further consents specified
      therein.




Section
      15.02.                                Entire
      Agreement.  This Agreement constitutes the entire Agreement
      between the parties and may be modified only as provided herein.  No
      representations or oral or implied agreements have been made by any party hereto
      or its agent, and no party to this Agreement has relied upon any representation
      or agreement not set forth herein.  This Agreement supersedes any and
      all other agreements, either oral or written, among the Company and its
      Members.




Section
      15.03.                                Further
      Execution.  Upon request of the Company from time to time, the
      Member, Managers and Officers shall execute and swear to or acknowledge any
      amended Certificate of Formation and any other writing which may be required
      by
      any rule or law or which may be appropriate to the effecting of any action
      by or
      on behalf of the Company which has been taken in accordance with the provisions
      of this Agreement.




Section
      15.04.                                Binding
      Effect.  This Agreement shall be binding upon and shall inure to
      the benefit of the parties, their successors and permitted
      assigns.  None of the provisions of this Agreement shall be construed
      as for the benefit of or as enforceable by any creditor of the Company or the
      Members or any other Person not a party to this
      Agreement.  Notwithstanding any other provision of this Agreement, the
      Member agrees that this Agreement constitutes a legal, valid and binding
      agreement of the Member, and is enforceable against the Member by the
      Independent Managers, in accordance with its terms.  In addition,
      notwithstanding any other provision of this Agreement, the Independent Managers
      shall be intended beneficiaries of this Agreement.




Section
      15.05.                                Severability.  If
      any one or more of the covenants, agreements, provisions or terms of this
      Agreement shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of any security or the rights of the holders thereof.






27







Section
      15.06.                                Captions.  All
      captions are for convenience only, do not form a substantive part of this
      Agreement and shall not restrict or enlarge any substantive provisions of this
      Agreement.




Section
      15.07.                                Delaware
      Law to Control.  This Agreement shall be governed by, and all
      questions with respect to the construction of this Agreement and the rights
      and
      liabilities of the parties hereto shall be determined in accordance with the
      internal laws of the State of Delaware without regard to any otherwise
      applicable principles of conflict of laws.






[Remainder
      of this page left blank]





























































28


IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first set forth above.






MEMBER:






NISSAN
      MOTOR
      ACCEPTANCE CORPORATION




By:   /s/
      Joji Tagawa


Name:   Joji
      Tagawa


Title:  Treasurer






SPECIAL
      MEMBERS:




/s/
      H. Edward
      Matveld


H.
      Edward
      Matveld




/s/
      Cheryl A.
      Lawrence


Cheryl
      A.
      Lawrence











































29







**EXHIBIT
      A**




Member
            Limited
                Liability Company Interest
            Capital
                ContributionNissan
                Motor Acceptance Corporation
            100%
                economic interest
            $1,000
































































30