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EXHIBIT 4.4

FORM OF 200[     ]-[     ] SUBI SUPPLEMENT




NILT TRUST,

as Grantor and UTI Beneficiary,




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,




NILT, INC.,

as Trustee,




[WILMINGTON TRUST COMPANY],

as Delaware Trustee,




and




[U.S. BANK NATIONAL ASSOCIATION],

as Trust Agent




  



200[     ]-[     ] SUBI

SUPPLEMENT




Dated as of [                                        ]




 



 









 





	 	 	 	 	 
	ARTICLE ELEVEN DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 11.01 Definitions
	 	 	2	 
	Section 11.02 Interpretive Provisions
	 	 	2	 
	Section 11.03 Rights in Respect of the 200[     ]-[     ] SUBI
	 	 	3	 
	 
	 	 	 	 
	ARTICLE TWELVE CREATION OF THE 200[     ]-[     ] SUBI
	 	 	3	 
	 
	 	 	 	 
	Section 12.01 Creation of 200[     ]-[     ] SUBI Assets and the 200[     ]-[     ] SUBI
	 	 	3	 
	Section 12.02 Transfer of 200[     ]-[     ] SUBI Interests
	 	 	3	 
	Section 12.03 Issuance and Form of 200[     ]-[     ] SUBI Certificate
	 	 	4	 
	Section 12.04 Actions and Filings
	 	 	6	 
	Section 12.05 Termination of the 200[     ]-[     ] SUBI
	 	 	6	 
	Section 12.06 Representations and Warranties of Trustee
	 	 	7	 
	Section 12.07 Transfer and Assignment of Certificates
	 	 	7	 
	 
	 	 	 	 
	ARTICLE THIRTEEN 200[     ]-[     ] SUBI PLEDGE
	 	 	8	 
	 
	 	 	 	 
	Section 13.01 Registration of the 200[     ]-[     ] SUBI Pledge
	 	 	8	 
	 
	 	 	 	 
	ARTICLE FOURTEEN 200[     ]-[     ] SUBI ACCOUNTS
	 	 	8	 
	 
	 	 	 	 
	Section 14.01 200[     ]-[     ] SUBI Collection Account
	 	 	8	 
	Section 14.02 200[     ]-[     ] Reserve Account
	 	 	8	 
	Section 14.03 Investment of Monies in 200[     ]-[     ] SUBI Accounts
	 	 	9	 
	Section 14.04 No Residual Value Surplus Account or Payahead Account
	 	 	9	 
	 
	 	 	 	 
	ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS
	 	 	9	 
	 
	 	 	 	 
	Section 15.01 Amendment
	 	 	9	 
	Section 15.02 Governing Law
	 	 	10	 
	Section 15.03 Notices
	 	 	10	 
	Section 15.04 Severability of Provisions
	 	 	11	 
	Section 15.05 Effect of Supplement on Titling Trust Agreement
	 	 	11	 
	Section 15.06 No Petition
	 	 	11	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	Exhibit A  —  Schedule of 200[     ]-[     ] Leases and 200[     ]-[     ] Leased Vehicles
	 	 	A-1	 
	 
	 	 	 	 
	Exhibit B  —  Form of 200[     ]-[     ] SUBI Certificate
	 	 	B-1	 






 i




 









 





200[     ]-[     ] SUBI SUPPLEMENT




     This 200[     ]-[     ] SUBI Supplement, dated as of [                                        ] (as amended,
supplemented or otherwise modified from time to time, this “200[     ]-[     ] SUBI Supplement”), is
among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial
beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,”
respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as
servicer (in such capacity, the “Servicer”), NILT, Inc., a Delaware corporation, as trustee
(the “Trustee”), [Wilmington Trust Company], a Delaware banking corporation, as Delaware
trustee (the “Delaware Trustee”), and [U.S. Bank National Association], a national banking
association (“[U.S. Bank]”), as trust agent (in such capacity, the “Trust Agent”).



RECITALS




     A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26,
1998 (the “Titling Trust Agreement”), among the parties hereto, Nissan-Infiniti LT, a
Delaware statutory trust (the “Titling Trust”), was formed to take assignments and
conveyances of and hold in trust various assets (the “Trust Assets”);



     B. The UTI Beneficiary, the Servicer and the Titling Trust have entered into the SUBI
Servicing Agreement, dated as of March 1, 1999 (the “Basic Servicing Agreement”), which
provides for, among other things, the servicing of the Trust Assets by the Servicer;



     C. Pursuant to the Titling Trust Agreement, from time to time the Trustee, on behalf of the
Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the books
and records of the Titling Trust certain Trust Assets and create and issue one or more special
units of beneficial interest (each, a “SUBI”), the beneficiaries of which generally will be
entitled to the net cash flows arising from the corresponding Trust Assets;



     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by
this 200[     ]-[     ] SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the
“200[     ]-[     ] SUBI”);



     E. The parties hereto desire to identify and allocate to the 200[     ]-[     ] SUBI a separate
portfolio of Trust Assets consisting of leases (the “200[     ]-[     ] Leases”), the vehicles
that are leased under the 200[     ]-[     ] Leases (the “200[     ]-[     ] Vehicles”), and certain
other related assets;



     F. The parties hereto also desire to issue to NILT Trust a certificate evidencing a 100%
beneficial interest in the 200[     ]-[     ] SUBI (the “200[     ]-[     ] SUBI Certificate”).



     G. NILT Trust will transfer the 200[     ]-[     ] SUBI Certificate to Nissan Auto Leasing LLC II
(“NALL II”) pursuant to the SUBI Certificate Transfer Agreement, dated as of [
] (the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II.
NALL II will further transfer the 200[     ]-[     ] SUBI Certificate to Nissan Auto Lease Trust 200[
]-[     ] (the “Trust”) pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of
[                                        ] (the “Trust SUBI Certificate Transfer Agreement”), between NALL
II, as depositor (the “Depositor”) and the Trust, as transferee.



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     H. Pursuant to the Indenture, dated as of [                                        ] (the
“Indenture”), between the Trust, as issuer (the “Issuer”), and [U.S. Bank], as
Indenture Trustee (the “Indenture Trustee”), the Issuer will (i) issue $[  
] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-1 (the
“Class A-1 Notes”), $[                                        ] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[
] aggregate principal amount of [                    ]% Asset Backed Notes, Class A-3 (the “Class A-3
Notes”), $[                                        ] aggregate principal amount of [                    ]% Asset
Backed Notes, Class A-4 (the “Class A-4 Notes,” and together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the “Notes”); and (ii) pledge the 200[     ]-[     ]
SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes.



     I. The parties hereto also desire to register a pledge of the 200[     ]-[     ] SUBI Certificate to
the Indenture Trustee for the benefit of the holders of the Notes.



     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 ELEVEN

DEFINITIONS




     Section 11.01 Definitions. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of [     ], by and among the Issuer, NILT Trust, as Grantor and UTI Beneficiary, the
Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such
capacity, the “Administrative Agent”), NALL II, NILT, Inc., as Trustee, [Wilmington Trust
Company], as Delaware Trustee and owner trustee (in such capacity, the “Owner Trustee”) and
[U.S. Bank], as Trust Agent and Indenture Trustee.



     Section 11.02 Interpretive Provisions. For all purposes of this 200[     ]-[     ] SUBI
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 this 200[     ]-[     ] SUBI Supplement include all Exhibits hereto, (iii) references to
words such as “herein,” “hereof” and the like shall refer to this 200[     ]-[     ] SUBI Supplement as a
whole and not to any particular part, Article, or Section herein, (iv) references to an Article or
Section such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article
or Section of this 200[     ]-[     ] SUBI Supplement, (v) the term “include” and all variations thereof
shall mean “include without limitation,” (vi) the term “or” shall include “and/or” and (vii) the
term “proceeds” shall have the meaning ascribed to such term in the UCC.



     Any reference in this 200[     ]-[     ] SUBI Supplement to any agreement means such agreement as it
may be amended, restated, supplemented (only to the extent such agreement as supplemented relates
to the Notes), or otherwise modified from time to time. Any reference in this 200[     ]-[     ] SUBI
Supplement to any law, statute, regulation, rule, or other legislative action shall mean such law,
statute, regulation, rule, or other legislative action as amended, supplemented, or otherwise
modified from time to time, and shall include any rule or regulation



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promulgated thereunder. Any reference in this 200[     ]-[     ] SUBI Supplement to a Person shall
include the successor or permitted assignee of such Person.




     Section 11.03 Rights in Respect of the 200[     ]-[     ] SUBI. Each Holder and Registered
Pledgee of the 200[     ]-[     ] SUBI Certificate (including the Trust) is a third-party beneficiary of
the SUBI Trust Agreement insofar as the Titling Trust Agreement and this 200[     ]-[     ] SUBI
Supplement apply to the 200[     ]-[     ] SUBI, the Holders of the 200[     ]-[     ] SUBI Certificate, and
the Registered Pledgees of the 200[     ]-[     ] SUBI Certificate. Therefore, to that extent, references
in the SUBI Trust Agreement to the ability of a “Holder,” “Related Beneficiary,” or a “Registered
Pledgee” of a SUBI Certificate to take any action shall be deemed to refer to the Trust acting at
its own instigation or upon the instruction of the requisite voting percentage of holders of
Securities or Rated Securities, as specified in the Indenture or the Trust Agreement, as
applicable.



ARTICLE TWELVE

CREATION OF THE 200[     ]-[     ] SUBI




     Section 12.01 Creation of 200[     ]-[     ] SUBI Assets and the 200[     ]-[     ] SUBI.



     (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary
directs the Trustee to create, and the Trustee hereby creates, one Sub-Trust which shall be known
as the “200[     ]-[     ] SUBI”. The 200[     ]-[     ] SUBI shall represent a special unit of
beneficial interest solely in the 200[     ]-[     ] SUBI Assets.



     (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary
hereby directs the Trustee to identify and allocate or to cause to be identified and allocated to
the 200[     ]-[     ] SUBI on the books and records of the Titling Trust a separate Sub-Trust of Trust
Assets consisting of 200[     ]-[     ] Eligible Leases and the related Leased Vehicles and other
associated Trust Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved
for allocation to any Other SUBI (or owned or acquired by the Trustee on behalf of the Titling
Trust but not yet allocated to, or reserved for allocation to, any specific Sub-Trust). Such Trust
Assets (the “200[     ]-[     ] SUBI Assets”) shall be accounted for and held in trust
independently from all other Trust Assets within the Titling Trust. Based upon their identification
and allocation by the Servicer pursuant to the 200[     ]-[     ] Servicing Supplement, the Trustee
hereby identifies and allocates as 200[     ]-[     ] SUBI Assets the 200[     ]-[     ] Leases and 200[     ]-[     ] Vehicles more particularly described on the Schedule of 200[     ]-[     ] Leases and 200[     ]-[     ]
Vehicles and the related Trust Assets described above, each such 200[     ]-[     ] SUBI Asset to be
identified on the books and accounts of the Titling Trust as being allocated to the 200[     ]-[     ]
SUBI.



     (c) The Titling Trust is hereby granted the power and authority and is authorized, and the
Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its
obligations under the Basic Documents.



     Section 12.02 Transfer of 200[     ]-[     ] SUBI Interests.



     (a) Interests in the 200[     ]-[     ] SUBI may not be transferred or assigned by the UTI
Beneficiary, and any such purported transfer or assignment shall be deemed null, void, and of no



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effect herewith; provided, however, that the 200[     ]-[     ] SUBI Certificate and
the interests in the 200[     ]-[     ] SUBI represented thereby may be (i) sold to the Depositor
pursuant to the SUBI Certificate Transfer Agreement, (ii) sold, transferred and assigned by the
Depositor absolutely, or transferred and assigned or a security interest therein granted, in
connection with a Securitized Financing, (iii) transferred to the Indenture Trustee or any
subsequent Registered Pledgee to itself or any other Person following the occurrence of an Event of
Default (which has not been rescinded) or any similar term in any subsequent Securitized Financing
secured by the 200[     ]-[     ] SUBI Certificate or any interest therein and (iv) transferred to each
direct or indirect permitted transferee of the Indenture Trustee or such subsequent Registered
Pledgee, in each case in the circumstances contemplated in, and subject to the conditions set forth
in, Section 3.04(b) of the Titling Trust Agreement. Each such transfer shall be registrable
upon surrender of the 200[     ]-[     ] SUBI Certificate to be transferred for registration of the
transfer at the corporate trust office of the Trustee (or the Trust Agent, if applicable),
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed
by the Holder thereof or such Holder’s attorney duly authorized in writing, and thereupon a new
200[     ]-[     ] SUBI Certificate of a like aggregate fractional undivided interest will be issued to
the designated permitted transferee.




     (b) For any transfer of the 200[     ]-[     ] SUBI Certificate or an interest therein to be
effective, on or prior to the date of any absolute sale, transfer, or assignment, the related
transferee must execute and deliver to the Trustee the non-petition covenant and the agreement
required pursuant to Section 3.04(b) of the Titling Trust Agreement.



     (c) The 200[     ]-[     ] SUBI Certificate (or any interest therein) may not be acquired by or on
behalf of (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), whether or not subject to Title I of
ERISA, (ii) a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or (iii) any entity deemed to hold the plan assets of any of the foregoing.



     (d) Notwithstanding any other provision herein, no transfer or assignment of an interest in
the 200[     ]-[     ] SUBI will be valid, and any such purported transfer or assignment shall be deemed
null, void, and of no effect herewith, unless the purported transferee first shall have certified
in writing to the Trustee that, for U.S. federal income tax purposes, the transferee is not a
partnership, S Corporation, or grantor trust having more than one beneficial owner or having a
single beneficial owner that is a partnership or S Corporation.



     Section 12.03 Issuance and Form of 200[     ]-[     ] SUBI Certificate.



     (a) The 200[     ]-[     ] SUBI shall be represented by a 200[     ]-[     ] SUBI Certificate that shall
represent a 100% beneficial interest in the 200[     ]-[     ] SUBI and the 200[     ]-[     ] SUBI Assets, as
further set forth herein. The 200[     ]-[     ] SUBI Certificate shall, upon transfer to the Trust, be
registered in the name of the Trust, representing the beneficial interest in the 200[     ]-[     ] SUBI
Assets allocated from the UTI. The Trustee shall register a pledge of the 200[     ]-[     ] SUBI
Certificate in favor of the Indenture Trustee (for the benefit of the holders of the Notes), as
provided in Article Thirteen, and shall deliver the 200[     ]-[     ] SUBI Certificate to the Indenture
Trustee. The 200[     ]-[     ] SUBI Certificate shall be substantially in the form of Exhibit B attached
hereto, with such appropriate insertions, omissions, substitutions and other variations as are
required by this 200[     ]-[     ] SUBI Supplement and may have such letters, numbers or other marks



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of identification and such legends and endorsements placed thereon as may, consistently
herewith and with the Titling Trust Agreement, be directed by the UTI Beneficiary. Any portion of
any 200[     ]-[     ] SUBI Certificate may be set forth on the reverse thereof, in which case the
following reference to the portion of the text on the reverse shall be inserted on the face
thereof, in relative proximity to and prior to the signature of the Trustee executing such 200[     ]-[     ] SUBI Certificate:




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



     In addition, the 200[     ]-[     ] SUBI Certificate will bear a legend to the following effect:



     THIS 200[     ]-[     ] SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS 200[     ]-[     ] SUBI CERTIFICATE, AGREES THAT THIS 200[     ]-[     ] SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS
OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.



     THIS 200[     ]-[     ] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON
BEHALF OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II)
A “PLAN” AS DEFINED IN SECTION 4975 OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
(III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.



     The 200[     ]-[     ] SUBI Certificate shall be printed, lithographed, typewritten, mimeographed,
photocopied, or otherwise produced or may be produced in any other manner as may, consistently
herewith and with the Titling Trust Agreement, be determined by the UTI Beneficiary. The 200[     ]-[     ] SUBI Certificate and the interest in the 200[     ]-[     ] SUBI evidenced thereby shall constitute a
“security” within the meaning of Section 8-102(a)(15) of the UCC and a “certificated security”
within the meaning of Section 8-102(a)(4) of the UCC.



     (b) If (i) the 200[     ]-[     ] SUBI Certificate is mutilated and surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the 200[     
]-[     ] SUBI Certificate and (ii) there is delivered to the Trustee such security or indemnity as
may



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reasonably be required by it to hold the Trust and the Trustee, as applicable, harmless, then
the Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen 200[     ]-[     ] SUBI Certificate, a replacement 200[     ]-[     ] SUBI Certificate. Every
200[     ]-[     ] SUBI Certificate issued pursuant to this Section 12.03(b) in replacement of
any mutilated, destroyed, lost, or stolen 200[     ]-[     ] SUBI Certificate shall constitute an
original additional contractual obligation of the Trust, whether or not the mutilated, destroyed,
lost, or stolen 200[     ]-[     ] SUBI Certificate shall be at any time enforceable by anyone and shall
be entitled to all of the benefits of the SUBI Trust Agreement equally and proportionately with any
and all other 200[     ]-[     ] SUBI Certificates duly issued hereunder. The provisions of this
Section 12.03(b) are exclusive and preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen 200[     ]-[     ] SUBI Certificates.




     Section 12.04 Actions and Filings. Each of the UTI Beneficiary and the Trustee shall
undertake all other and future actions and activities as may be deemed reasonably necessary by the
Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the foregoing
allocations of Trust Assets to the 200[     ]-[     ] SUBI, including filing or causing to be filed UCC
financing statements and executing and delivering all related filings, documents or writings as may
be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any
other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Trustee
and the Servicer, and any of their respective officers, employees or agents, as the true and lawful
attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is
irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements,
continuation statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed or filed pursuant
to this Section.



     Section 12.05 Termination of the 200[     ]-[     ] SUBI.



     (a) In connection with any purchase by the Servicer of the corpus of the Trust pursuant to
Article Nine of the Trust Agreement, the succession of the Servicer to the interest in the 200[     
]-[     ] SUBI represented by the 200[     ]-[     ] SUBI Certificate, or should all of the interest in the
200[     ]-[     ] SUBI thereafter be held by the UTI Beneficiary or the Holders of the UTI Certificates,
whether by transfer, sale, or otherwise, then upon the direction of such Holders, the 200[     ]-[     ]
SUBI shall be terminated, the 200[     ]-[     ] SUBI Certificate shall be returned to the Trustee and
canceled, and the Servicer shall reallocate all 200[     ]-[     ] SUBI Assets to the UTI.



     (b) So long as the Notes are Outstanding, the 200[     ]-[     ] SUBI shall not be dissolved unless
(a) required by law or (b) at the direction of the Holder of the 200[     ]-[     ] SUBI Certificate (but
only with the consent of the Registered Pledgee); provided, however, that upon the
sale of the Owner Trust Estate pursuant to Section 5.04 of the Indenture, this 200[     ]-[     ]
SUBI Supplement shall terminate and the 200[     ]-[     ] SUBI shall be terminated; provided
further, that such termination shall affect the Titling Trust only insofar as such
termination relates to the 200[     ]-[     ] SUBI. Such termination shall not entitle the legal
representatives of the 200[     ]-[     ] SUBI or any Holder of a 200[     ]-[     ] SUBI Certificate to take
any action for a partition or winding up of the Titling Trust or any Trust Assets except with
respect to the 200[     ]-[     ] SUBI Assets and the rights, obligations and Liabilities of the parties
hereto shall not otherwise be affected. In connection with the sale of the Owner Trust Estate
pursuant to Section 5.04 of the Indenture, the



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Registered Pledgee shall have the right to direct the Holder of the 200[     ]-[     ] SUBI
Certificate to dissolve the 200[     ]-[     ] SUBI in accordance with the provisions of the Indenture,
and the 200[     ]-[     ] SUBI Assets shall be distributed out of the Titling Trust at the direction of
the Holder of the 200[     ]-[     ] SUBI Certificate acting in accordance with instructions from the
Registered Pledgee and the purchaser shall take delivery of such 200[     ]-[     ] SUBI Assets. The
Trustee and the other parties hereto shall cooperate with the Owner Trustee or the Trustee, as
applicable, to cause the related 200[     ]-[     ] Vehicles to be retitled as directed by the purchaser.
The proceeds of such sale shall be distributed in the following amounts and priority:





     (i) to the Indenture Trustee, all amounts required to be paid under Section
6.07 of the Indenture, or to the Owner Trustee, all amounts required to be paid under
Section 8.01 of the Trust Agreement, as the case may be;




     (ii) to the Servicer, any Payment Date Advance Reimbursement;




     (iii) to the Servicer, amounts due in respect of unpaid Servicing Fees; and




     (iv) to the Certificate Distribution Account (or, if the Lien of the Indenture is
outstanding, the Note Distribution Account) to be distributed pursuant to Section
5.04(b) of the Indenture.



     Section 12.06 Representations and Warranties of Trustee. The Trustee hereby reaffirms,
as of the Cutoff Date, the representations, warranties and covenants set forth in Section
5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each of its
permitted assignees, and each Holder or Related Beneficiary of a 200[     ]-[     ] SUBI Certificate (and
beneficial owner of any portion thereof, including the Trust and the Trust Certificateholders) may
rely. For purposes of this Section, any reference in Section 5.12 of the Titling Trust
Agreement to the Titling Trust Agreement shall be deemed to constitute references to the SUBI Trust
Agreement.



     Section 12.07 Transfer and Assignment of Certificates. For purposes of the SUBI Trust
Agreement, the third sentence of Section 3.04(b) of the Titling Trust Agreement is hereby
amended to read as follows:



     Notwithstanding the foregoing, prior to becoming the Registered Pledgee or Holder of a SUBI
Certificate or otherwise becoming entitled to distributions or any other rights hereunder, the
related transferee, assignee, or pledgee in each case must (i) give a non-petition covenant
substantially similar to that set forth in Section 8.08 of the Titling Trust Agreement and
(ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any
certificate evidencing an Other SUBI to release all Claims to the UTI Assets and the related Other
SUBI Assets, respectively, and, if such release is not given effect, to subordinate fully all
Claims it may be deemed to have against the UTI Assets as defined in the Titling Trust Agreement or
such Other SUBI Assets, as the case may be.



     For so long as the 200[     ]-[     ] SUBI Certificate remains outstanding, each Supplement shall
contain a similar amendment with respect to such Section.



SUBI Supplement




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ARTICLE THIRTEEN

200[     ]-[     ] SUBI PLEDGE




     Section 13.01 Registration of the 200[     ]-[     ] SUBI Pledge. The parties hereto hereby
acknowledge the Trust’s pledge, assignment, and grant to the Indenture Trustee, for the benefit of
the holders of the Notes, under the Indenture of a security interest in the 200[     ]-[     ] SUBI
Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes.
The Trustee hereby acknowledges such pledge, assignment, and grant of security interest, and the
Trustee agrees to cause the Indenture Trustee to be listed in the Certificate Register as the
Registered Pledgee of the 200[     ]-[     ] SUBI Certificate. The Trust has caused the Trustee to
deliver the 200[     ]-[     ] SUBI Certificate to the Indenture Trustee, as Registered Pledgee, who
shall have the rights with respect thereto described herein and in the Indenture.



ARTICLE FOURTEEN

200[     ]-[     ] SUBI ACCOUNTS




     Section 14.01 200[     ]-[     ] SUBI Collection Account.



     (a) With respect to the 200[     ]-[     ] SUBI, the Trustee, at the direction of the Servicer,
shall on or prior to the Closing Date establish, and the Trust Agent shall maintain, in the name of
the Trustee, for the exclusive benefit of the holders of interests in the 200[     ]-[     ] SUBI, the
200[     ]-[     ] SUBI Collection Account, which account shall constitute a SUBI Collection Account. The
200[     ]-[     ] SUBI Collection Account initially shall be established with [U.S. Bank], as Trust
Agent, so long as the Trust Agent has the Required Deposit Rating. If the Trust Agent at any time
does not have the Required Deposit Rating, the Servicer shall, with the assistance of the Trust
Agent, as necessary, cause such 200[     ]-[     ] SUBI Collection Account to be moved as described in
Section 4.02(a) of the Titling Trust Agreement. The 200[     ]-[     ] SUBI Collection Account
shall relate solely to the 200[     ]-[     ] SUBI and the 200[     ]-[     ] SUBI Assets, and funds therein
shall not be commingled with any other monies, except as otherwise provided for in, or contemplated
by, the SUBI Trust Agreement or in the Servicing Agreement. All deposits into the 200[     ]-[     ] SUBI
Collection Account shall be made as described in the Servicing Agreement.



     (b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the
Trustee (acting through the Trust Agent) shall make deposits and withdrawals from the 200[     ]-[     ]
SUBI Collection Account as set forth in the 200[     ]-[     ] Servicing Supplement.



     (c) Any transfer of funds to a Holder of a 200[     ]-[     ] SUBI Certificate shall be made as
directed pursuant to the Basic Documents.



     Section 14.02 200[     ]-[     ] Reserve Account.



     (a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the
Trust, shall on or prior to the Closing Date establish and maintain the Reserve Account (i) with
the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (ii) thereafter with
the Owner Trustee. Deposits to and withdrawals from the Reserve Account shall be made as directed
pursuant to the Basic Documents, including Section 8.04(b) of the Indenture, Section
10.01 of the Indenture, Section 8.04 of the Servicing Agreement and Section
14.03 of this 200[     ]-[     ] SUBI Supplement.



SUBI Supplement




8









 





     Section 14.03 Investment of Monies in 200[     ]-[     ] SUBI Accounts. All amounts held in
the 200[     ]-[     ] SUBI Collection Account and the Reserve Account shall be invested in Permitted
Investments in accordance with Section 4.02(a) of the Titling Trust Agreement. Any
investment earnings on the 200[     ]-[     ] SUBI Collection Account and the Reserve Account will be
taxable to the Depositor.



     Section 14.04 No Residual Value Surplus Account or Payahead Account. The parties
hereby acknowledge that there shall be no Residual Value Surplus Account or Payahead Account (as
defined in the Titling Trust Agreement).



ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS




     Section 15.01 Amendment.



     (a) Notwithstanding any provision of the Titling Trust Agreement, the Titling Trust Agreement,
as supplemented by this 200[     ]-[     ] SUBI Supplement, to the extent that it relates solely to the
200[     ]-[     ] SUBI, may be amended in accordance with this Section 15.01.



     (b) Any term or provision of this 200[     ]-[     ] SUBI 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 interests of the
Noteholders and (ii) any amendment adversely affects the interests of the Trust Certificateholder,
the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Persons
whose interests are adversely affected. An amendment shall be deemed not to materially and
adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with
respect to such amendment and the Officer’s Certificate described in the preceding sentence is
provided to the Indenture Trustee. The consent of the Trust Certificateholder or the Owner Trustee
shall be deemed to have been given if 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 Indenture Trustee may, but shall not be obliged to, enter into or consent to any such amendment
that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this
Agreement or otherwise.



     (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 amendment.



     (d) Notwithstanding anything herein to the contrary, any term or provision of this 200[     ]-[     
] SUBI 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



SUBI Supplement




9









 




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 15.01(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) Not less than [15] days prior to the execution of any amendment to this 200[     ]-[     ] SUBI
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 200[     ]-[     ] SUBI Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, The
Trust, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.



     (g) Prior to the execution of any amendment to this 200[     ]-[     ] SUBI Supplement, the Servicer
shall provide an Opinion of Counsel to the 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 the Notes will properly be characterized as
indebtedness that is secured by the assets of the Trust.



     (h) None of [U.S. Bank National Association], 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
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 National Association] and the Indenture Trustee an Officer’s Certificate to
that effect, and [U.S. Bank National Association] 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 15.02 Governing Law. This 200[     ]-[     ] SUBI Supplement shall be created under
and governed by and construed under the internal laws of the State of Delaware, without reference
to its conflicts of law provisions, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.



     Section 15.03 Notices. The notice provisions of Section 8.03 of the Titling
Trust Agreement shall apply equally to this 200[     ]-[     ] SUBI Supplement. A copy of each notice or
other writing required to be delivered to the Trustee pursuant to the SUBI Trust Agreement also
shall be delivered to (i) the Owner Trustee at [[Wilmington Trust Company], Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention:
Corporate Trust Administration]; (ii) the Servicer at 990 West 190th Street, Torrance, California
90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (iii) the Trust Agent at 209 South
LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: NILT Inc. (telecopier



SUBI Supplement




10









 




no. (312) 325-8905); or (iv) at such other address as shall be designated by any of the
foregoing in written notice to the other parties hereto.




     Section 15.04 Severability of Provisions. If any one or more of the covenants,
agreements, provisions, or terms of this 200[     ]-[     ] SUBI Supplement (including any amendment
hereto) 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 200[     ]-[     ] SUBI Supplement, as the same may be amended, and shall in
no way affect the validity or enforceability of the other provisions of the SUBI Trust Agreement or
of the 200[     ]-[     ] SUBI Certificate or the rights of the Registered Pledgees thereof. To the
extent permitted by applicable law, the parties hereto waive any provision of law that renders any
covenant, agreement, provision, or term of this 200[     ]-[     ] SUBI Supplement invalid or
unenforceable in any respect.



     Section 15.05 Effect of Supplement on Titling Trust Agreement.



     (a) Except as otherwise specifically provided herein or unless the context otherwise requires,
(i) the parties hereto shall continue to be bound by all provisions of the Titling Trust Agreement,
(ii) all references in the Titling Trust Agreement to the Titling Trust Agreement shall be to the
SUBI Trust Agreement and (iii) the provisions set forth herein shall operate either as additions to
or modifications of the existing obligations of the parties under the Titling Trust Agreement, as
the context may require. In the event of any conflict between this 200[     ]-[     ] SUBI Supplement and
the Titling Trust Agreement in respect of the 200[     ]-[     ] SUBI, the provisions of this 200[     ]-[     
] SUBI Supplement shall prevail with respect to the 200[     ]-[     ] SUBI only.



     (b) For purposes of determining the obligations of the parties hereto under this 200[     ]-[     ]
SUBI Supplement with respect to the 200[     ]-[     ] SUBI, except as otherwise indicated by the
context, general references in the Titling Trust Agreement to (i) a SUBI Account shall be deemed to
refer more specifically to a 200[     ]-[     ] SUBI Account, (ii) a SUBI shall be deemed to refer more
specifically to the 200[     ]-[     ] SUBI, (iii) a SUBI Collection Account shall be deemed to refer
more specifically to the 200[     ]-[     ] SUBI Collection Account, (iv) a SUBI Asset shall be deemed to
refer more specifically to a 200[     ]-[     ] SUBI Asset, (v) a SUBI Supplement shall be deemed to
refer more specifically to this 200[     ]-[     ] SUBI Supplement and (vi) a Servicing Supplement shall
be deemed to refer more specifically to the 200[     ]-[     ] Servicing Supplement.



     Section 15.06 No Petition. Each of the parties hereto and each Holder of a 200[     ]-[     
] SUBI Certificate, and each Registered Pledgee, by acceptance of a 200[     ]-[     ] SUBI Certificate,
covenants and agrees that prior to the date that is one year and one day after the date upon which
all obligations under each Securitized Financing have been paid in full, it will not institute
against, or join any other Person in instituting against the Grantor, the Depositor, the Trustee,
the Titling Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any
federal or state bankruptcy or similar law. This Section shall survive the complete or partial
termination of this 200[     ]-[     ] SUBI Supplement, the resignation or removal of the Trustee under
the SUBI Trust Agreement and the complete or partial resignation or removal of the Servicer under
the SUBI Trust Agreement or the Servicing Agreement.



SUBI Supplement




11









 





[Signature Pages to Follow]




SUBI Supplement




12









 





     IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Trustee, the Delaware
Trustee and, solely for the limited purposes set forth in Sections 14.01, 14.02,
14.03 and 14.04, the Trust Agent, have caused this 200[     ]-[     ] SUBI Supplement to
be duly executed by their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	 	NILT TRUST, as Grantor and UTI Beneficiary
	 
	 	 	 	 
	 

	 	By:
	 	[U.S. BANK NATIONAL
 ASSOCIATION],

as Managing Trustee






	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






	 	 	 	 	 
	 	NISSAN MOTOR ACCEPTANCE 
CORPORATION, as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	Steven R. Lambert 	 
	 	 	Title:  	President 	 
	 
	 	NILT, INC., as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 
	 	[WILMINGTON TRUST COMPANY], as
Delaware Trustee

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

 	 
	 	 	 
	 	 	 
	 	 	 
	 



SUBI Supplement





S-1









 





	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






SUBI Supplement




S-2









 





     Receipt of this original counterpart of this 200[     ]-[     ] SUBI Supplement is hereby
acknowledged on this ___day of [                                        ].



	 	 	 	 	 
	 	[U.S. BANK NATIONAL ASSOCIATION], as
 Indenture
Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SUBI Supplement





S-3









 





EXHIBIT A




SCHEDULE OF 200[     ]-[     ] LEASES AND 200[     ]-[     ] VEHICLES




SUBI Supplement




A-1









 





EXHIBIT B




FORM OF 200[     ]-[     ] SUBI CERTIFICATE




THIS 200[     ]-[     ] SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED

EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN




NISSAN — INFINITI LT




200[     ]-[     ] SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE





evidencing a fractional undivided interest in the 200[     ]-[     ] SUBI Assets of
Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory
Trust Act (the “Titling Trust”).




(This Certificate does not represent any interest in the UTI Assets or any Other
SUBI Assets of the Trust or an obligation, of, or interest in, NILT Trust, Nissan
Motor Acceptance Corporation, NILT, Inc. or any of their respective Affiliates.)




THIS 200[     ]-[     ] SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS 200[     ]-[     ] SUBI CERTIFICATE, AGREES
THAT THIS 200[     ]-[     ] SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.



     THIS 200[     ]-[     ] SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON
BEHALF OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II)
A “PLAN” AS DEFINED IN SECTION 4975 OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
(III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.



No. R-___



evidencing a 100% interest in all 200[     ]-[     ] SUBI Assets (as defined below).




SUBI Supplement




B-1









 





     This 200[     ]-[     ] Special Unit of Beneficial Interest Certificate does not represent an
interest in or obligation of Nissan Motor Acceptance Corporation, NILT, Inc. or any of their
respective affiliates.



     THIS CERTIFIES THAT                                          is the registered owner of a nonassessable, fully-paid,
100% beneficial interest in the 200[     ]-[     ] SUBI Assets owned by the Titling Trust.



     The Titling Trust was created pursuant to the Amended and Restated Trust and Servicing
Agreement, dated as of August 26, 1998 as amended, supplemented or otherwise modified from time to
time, (the “Titling Trust Agreement”), among NILT Trust, as grantor and initial beneficiary
(in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), NILT,
Inc., as trustee (the “Trustee”), Nissan Motor Acceptance Corporation, as servicer (the
“Servicer”), [Wilmington Trust Company], as Delaware trustee (the “Delaware
Trustee”), and [U.S. Bank National Association], as trust agent (the “Trust Agent”).



     This certificate is a duly authorized 200[     ]-[     ] SUBI Certificate, and is issued under and
is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 200[     ]-[     ] SUBI Supplement thereto, dated as of [                                        ] (the “200[     ]-[     ] SUBI
Supplement” and, together with the Titling Trust Agreement, the “SUBI Trust Agreement”).
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Agreement of Definitions, dated as of [                                        ], by and among
Nissan Auto Lease Trust 200[     ]-[     ], as issuer, (the “Issuer”) NILT Trust, as Grantor and UTI
Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its individual capacity, as
servicer and administrative agent, Nissan Auto Leasing LLC II (the “Depositor”), NILT, Inc., as
trustee to the Titling Trust, [Wilmington Trust Company], as owner trustee and Delaware trustee,
and [U.S. Bank National Association], as trust agent and indenture trustee. By acceptance of this
200[     ]-[     ] SUBI Certificate, the Holder hereof assents to the terms and conditions of the SUBI
Trust Agreement and agrees to be bound thereby. A summary of certain of the pertinent provisions of
the SUBI Trust Agreement is set forth below.



     The assets of the Titling Trust allocated to the 200[     ]-[     ] SUBI will generally consist of
(i) cash capital, (ii) the 200[     ]-[     ] Leases (iii) the 200[     ]-[     ] Vehicles, (iv) certain
related Trust Assets and (v) all of the Titling Trust’s rights thereunder, including the right to
proceeds arising therefrom or in connection therewith.



     Under the Titling Trust Agreement, from time to time the UTI Beneficiary may direct the
Trustee to issue to or upon the order of the UTI Beneficiary one or more certificates (each, a
“SUBI Certificate”) representing a beneficial interest in certain specified Leased
Vehicles, Leases and related Trust Assets (such assets, the “SUBI Assets”). Upon the
issuance of the SUBI Certificates relating to the SUBI Assets, the beneficial interest in the
Titling Trust and the Trust Assets represented by the UTI shall be reduced by the amount of the
Trust Assets represented by such SUBI Certificates. This certificate was issued pursuant to the
200[     ]-[     ] SUBI Supplement and represents a 100% beneficial interest in the 200[     ]-[     ] SUBI
Assets.



     The UTI and the 200[     ]-[     ] SUBI shall each constitute a separate series of the Titling Trust
pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act for which separate and distinct
records shall be maintained. The 200[     ]-[     ] SUBI Certificate and the interest in the 200[



SUBI Supplement




B-2









 




]-[     ] SUBI represented thereby constitutes a “security” within the meaning of Section
8-102(a)(15) of the Delaware UCC and a “certificated security” within the meaning of Section
8-102(a)(4) of the Delaware UCC.




     The 200[     ]-[     ] SUBI Supplement may be amended by the parties thereto upon the terms and
subject to the conditions set forth in the 200[     ]-[     ] SUBI Supplement.



     The Holder, by acceptance of this 200[     ]-[     ] SUBI Certificate, covenants and agrees that
prior to the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against, the Grantor, the Depositor, the Trustee, the Titling Trust, the
Issuer, any Beneficiary, any Special Purpose Affiliate, any bankruptcy, reorganization,
arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state
bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement,
the resignation or removal of the Trustee under the SUBI Trust Agreement or the complete or partial
resignation of the Servicer under the SUBI Trust Agreement or the Servicing Agreement.



     The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets
of the Trustee and to all of the Trust Assets other than those from time to time included within
the 200[     ]-[     ] SUBI as 200[     ]-[     ] SUBI Assets and those proceeds or assets derived from or
earned by such 200[     ]-[     ] SUBI Assets and (ii) expressly subordinates in favor of the Holder of
any certificate evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI
Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist.



     The Trustee shall keep the certificate register with respect to this 200[     ]-[     ] SUBI
Certificate, and the Holder of this 200[     ]-[     ] SUBI Certificate shall notify the Trustee of any
change of address or instructions on the distribution of funds.



     The 200[     ]-[     ] SUBI shall be deemed dissolved solely with respect to the 200[     ]-[     ] SUBI
Assets, and not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction
to the Trustee by the Holder of the 200[     ]-[     ] SUBI Certificate to revoke and dissolve the 200[     
]-[     ] SUBI. So long as the Notes are outstanding, the 200[     ]-[     ] SUBI shall not be dissolved
except (a) as required by law or (b) at the direction of the Holder of the 200[     ]-[     ] SUBI
Certificate (but only with the consent of the Registered Pledgee); provided,
however, upon any sale of the Owner Trust Estate pursuant to Section 5.04 of the
Indenture, the Registered Pledgee shall have the right to direct the Holder of the 200[     ]-[     ]
SUBI Certificate to dissolve the 200[     ]-[     ] SUBI in accordance with the provisions of the
Indenture. Upon such dissolution of the Titling Trust with respect to the 200[     ]-[     ] SUBI and
delivery of the 200[     ]-[     ] SUBI Certificate to the Trustee for cancellation, the Trustee shall
distribute to the Holder of the 200[     ]-[     ] SUBI Certificate or its designee all 200[     ]-[     ] SUBI
Assets and shall cause the Certificates of Title to the 200[     ]-[     ] Vehicles to be issued in the
name of, or at the direction of, the Holder of the 200[     ]-[     ] SUBI Certificate (which may include
reallocation of the 200[     ]-[     ] SUBI Assets relating to the 200[     ]-[     ] Vehicles to the UTI). The
Holder of the 200[     ]-[     ] SUBI Certificate to whom such 200[     ]-[     ] SUBI Assets relating to the
200[     ]-[     ] Vehicles are distributed shall pay or cause to be paid all applicable titling and
registration fees and taxes.



SUBI Supplement




B-3









 





     The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set
forth in the SUBI Trust Agreement.



     No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in
the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by
applicable law, any such purported transfer or assignment other than as so specified shall be
deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing,
any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred,
assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by
the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or
more trusts or (B) one or more other entities, in either case solely for the purpose of securing or
otherwise facilitating one or more Securitized Financings.



     This 200[     ]-[     ] SUBI Certificate shall be governed by and construed under the internal laws
of the State of Delaware, without reference to its conflicts of law provisions.



     Unless this 200[     ]-[     ] SUBI Certificate shall have been executed by an authorized officer of
the Trustee, by manual signature, this 200[     ]-[     ] SUBI Certificate shall not entitle the holder
hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.



SUBI Supplement




B-4









 





     IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not in its individual
capacity, has caused this 200[     ]-[     ] SUBI Certificate to be duly executed.



	 	 	 	 	 	 	 
	 

	 	Dated:                     , 200[     ]	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	NISSAN-INFINITI LT
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	NILT, INC.,
	 

	 	 	 	 	 	as Trustee
	 
	 	 	 	 	 	 
	 

	 	(SEAL)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	 

	 	ATTEST:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	This is the 200[     ]-[     ] SUBI Certificate referred to in the within-mentioned Supplement.
	 
	 	 	 	 	 	 
	 	 	 	 	NILT, INC., as Trustee
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Officer






SUBI Supplement




B-5









 





     FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto                     
the within 200[     ]-[     ] SUBI Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing                      as attorney to transfer said 200[     ]-[     ] SUBI
Certificate on the books of the certificate registrar, with full power of substitution in the
premises.



	 	 	 	 	 
	Dated:

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






SUBI Supplement





B-6