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EXHIBIT 4.7

FORM OF 200[ ]-[ ] SERVICING SUPPLEMENT



 




NISSAN-INFINITI LT,

as Titling Trust,




NILT TRUST,

as UTI Beneficiary,




and




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,




 






200[ ]-[ ]

SERVICING SUPPLEMENT




Dated as of [                    ]




 





 









 









 











	 	 	 	 	 	 	 	 	 
	ARTICLE SEVEN	 	DEFINITIONS	 	 	1	 
	 
	 

	 	Section 7.01
	 	Definitions
	 	 	1	 
	 

	 	Section 7.02
	 	Interpretative Provisions
	 	 	2	 
	 
	ARTICLE EIGHT	 	SERVICING OF THE 200[ ]-[ ] LEASES AND 200[ ]-[ ] VEHICLES	 	 	2	 
	 
	 

	 	Section 8.01
	 	Identification of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles; Securitization
Value
	 	 	2	 
	 

	 	Section 8.02
	 	Reallocation and Repurchase of 200[ ]-[ ] Leases and 200[ ]-[ ]
Vehicles; Purchase of Matured Vehicles
	 	 	2	 
	 

	 	Section 8.03
	 	Collections and Payment Date Advance Reimbursement
	 	 	4	 
	 

	 	Section 8.04
	 	Net Deposits
	 	 	5	 
	 

	 	Section 8.05
	 	Servicing Compensation
	 	 	5	 
	 

	 	Section 8.06
	 	Advances
	 	 	6	 
	 

	 	Section 8.07
	 	Third Party Claims
	 	 	6	 
	 

	 	Section 8.08
	 	Contingent and Excess Liability Insurance Policy
	 	 	6	 
	 

	 	Section 8.09
	 	Reporting by the Servicer; Delivery of Certain Documentation
	 	 	7	 
	 

	 	Section 8.10
	 	Accountants’ Attestation and Other Reports
	 	 	7	 
	 

	 	Section 8.11
	 	Annual Servicer’s Compliance Statement; Officer’s Certificate
	 	 	7	 
	 

	 	Section 8.12
	 	Servicer Defaults; Termination of Servicer
	 	 	8	 
	 

	 	Section 8.13
	 	Servicer Representations and Warranties
	 	 	10	 
	 

	 	Section 8.14
	 	Compliance with Regulation AB
	 	 	11	 
	 
	ARTICLE NINE	 	MISCELLANEOUS	 	 	11	 
	 
	 

	 	Section 9.01
	 	Termination of Servicing Supplement
	 	 	11	 
	 

	 	Section 9.02
	 	Governing Law
	 	 	11	 
	 

	 	Section 9.03
	 	Amendment
	 	 	11	 
	 

	 	Section 9.04
	 	Relationship of this 200[ ]-[ ] Servicing Supplement to Other Trust
Documents
	 	 	12	 
	 

	 	Section 9.05
	 	Binding Effect
	 	 	13	 
	 

	 	Section 9.06
	 	Table of Contents and Headings
	 	 	13	 
	 

	 	Section 9.07
	 	Counterparts
	 	 	13	 
	 

	 	Section 9.08
	 	Further Assurances
	 	 	13	 
	 

	 	Section 9.09
	 	Third-Party Beneficiaries
	 	 	13	 
	 

	 	Section 9.10
	 	No Waiver; Cumulative Remedies
	 	 	13	 
	 

	 	Section 9.11
	 	No Petition
	 	 	13	 






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	EXHIBITS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Exhibit A -	 	Schedule of 200[  ]-[  ] Leases and 200[  ]-[  ] Vehicles	 	 	A-1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Exhibit B -	 	Form of Settlement Statement	 	 	B-1	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULES	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Schedule A -	 	Regulation AB Representations, Warranties and Covenants	 	 	 	 






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FORM OF 200[ ]-[ ] SERVICING SUPPLEMENT




     This 200[ ]-[ ] Servicing Supplement, dated as of [                    ] (as amended,
supplemented or otherwise modified, this “200[ ]-[ ] Servicing Supplement”), is among
Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a
Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such
capacities, the “Grantor” and the “UTI Beneficiary,” respectively), and Nissan
Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the
“Servicer”).



RECITALS




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



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



     C. The parties acknowledge that in connection with the execution of the 200[ ]-[ ] SUBI
Supplement to the Titling Trust Agreement, dated as of [ ] (the “200[
]-[ ] SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust
Agreement”), pursuant to which a special unit of beneficial interest in the Titling Trust (the
“200[ ]-[ ] SUBI”) will be created, it is necessary and desirable to enter into a
supplemental agreement to the Basic Servicing Agreement providing for specific servicing
obligations in connection with the Trust Assets allocable to the 200[ ]-[ ] SUBI.



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



ARTICLE SEVEN




DEFINITIONS




     Section 7.01 Definitions. Capitalized terms used herein that are not otherwise defined
shall have the 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, NMAC, in its individual capacity, as
Servicer and as administrative agent (in such capacity, the “Administrative Agent”), Nissan
Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., as
Trustee, [Wilmington Trust Company], as owner trustee and Delaware trustee (in such capacity, the
“Owner Trustee” and the “Delaware Trustee,” respectively) and [U.S. Bank], as trust
agent and indenture trustee (in such capacity, the “Trust Agent” and the “Indenture
Trustee,” respectively).



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     Section 7.02 Interpretative Provisions. For all purposes of this 200[ ]-[ ]
Servicing Supplement, except as otherwise expressly provided or unless the context otherwise
requires, (i) terms used in this 200[ ]-[ ] Servicing Supplement include, as appropriate, all
genders and the plural as well as the singular, (ii) references to this 200[ ]-[ ] Servicing
Supplement include all Exhibits hereto, (iii) references to words such as “herein”, “hereof”, and
the like shall refer to this 200[ ]-[ ] Servicing Supplement as a whole and not to any particular
part, Article, or Section herein, (iv) references to an Article or Section such as “Article Eight”
or “Section 8.01” shall refer to the applicable Article or Section of this 200[ ]-[ ] Servicing
Supplement, (v) the term “include” and all variations thereof shall mean “include without
limitation”, (vi) the term “or” shall include “and/or”, (vii) the term “proceeds” shall have the
meaning ascribed to such term in the UCC, (viii) in the computation of a period of time from a
specified date to a later specified date, the word “from” shall mean “from and including” and the
words “to” and “until” shall mean “to but excluding” and (ix) the phrase “Trustee on behalf of the
Trust,” or words of similar import, shall, to the extent required to effectuate the appointment of
any Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or such
Co-Trustee) on behalf of the Titling Trust.



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



ARTICLE EIGHT




SERVICING OF THE 200[ ]-[ ] LEASES AND 200[ ]-[ ] VEHICLES




     Section 8.01 Identification of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles;
Securitization Value. The Servicer hereby identifies as 200[ ]-[ ] SUBI Assets the Leased
Vehicles and the Leases relating to such Leased Vehicles more particularly described in the
Schedule of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles (respectively, the “200[ ]-[ ]
Vehicles” and the “200[ ]-[ ] Leases”). The Servicer shall calculate the
Securitization Value for each 200[ ]-[ ] Lease as of the Cutoff Date.



     Section 8.02 Reallocation and Repurchase of 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles;
Purchase of Matured Vehicles.



     (a) (i) If the Servicer grants an extension with respect to any 200[ ]-[ ] Lease, the
Servicer shall, on the related Deposit Date, (A) deposit or cause to be deposited into the 200[
]-[ ] SUBI Collection Account an amount equal to the Repurchase Payment and (B) direct the Trustee
to either reallocate such 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle from the 200[
]-[ ] SUBI to the UTI or cause such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle to be conveyed to
the Servicer; and (ii) if a Lessee changes the domicile of or title to a 200[ ]-[ ] Vehicle and
such change would be likely to result in the Titling Trust doing business in a



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Restricted Jurisdiction, the Titling Trust, or the Trustee on behalf of the Titling Trust,
shall, as an obligation of the Titling Trust and at the direction of the Servicer, on the related
Deposit Date, (A) deposit or cause to be deposited into the 200[ ]-[ ] SUBI Collection Account,
from amounts held by the Titling Trust, an amount equal to the Repurchase Payment and (B) either
reallocate such 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle from the 200[ ]-[ ] SUBI
to the UTI or cause such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle to be conveyed to the
Servicer.




     (b) The Servicer hereby makes to the other parties hereto and the parties to the SUBI Trust
Agreement the representations and warranties contained in Section 2.06(a) of the Basic
Servicing Agreement as to each 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle as of the Vehicle
Representation Date. The Servicer also hereby represents and warrants that (i) each 200[ ]-[ ]
Lease is an 200[ ]-[ ] Eligible Lease and (ii) it used no adverse selection procedures in
selecting any of the 200[ ]-[ ] Leases or any of the 200[ ]-[ ] Vehicles for allocation to the
200[ ]-[ ] SUBI. Upon discovery by the Trustee, the Servicer, the Owner Trustee, the Indenture
Trustee or the Depositor that any representation or warranty in this Section 8.02(b) was
incorrect as of the Cutoff Date in a manner that materially adversely affects the interest of the
Trust in the related 200[ ]-[ ] Lease or 200[ ]-[ ] Vehicle, the entity discovering such
incorrectness (if other than the Servicer) shall give prompt written notice to the Servicer. If the
Servicer does not cure in all material respects the circumstance or condition with respect to which
the representation or warranty was incorrect as of the Cutoff Date prior to the end of the
Collection Period which includes the 60th day (or, if the Servicer elects, an earlier
date) after the date that the Servicer discovers such incorrectness (whether pursuant to such
notice or otherwise), then the Servicer shall (i) deposit (or cause to be deposited) into the 200[
]-[ ] SUBI Collection Account an amount equal to the Repurchase Payment on the Deposit Date
following the end of such Collection Period, and (ii) direct the Trustee to either reallocate such
200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle from the 200[ ]-[ ] SUBI to the UTI or
cause such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle to be conveyed to the Servicer.



     (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle,
the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 200[ ]-[ ] SUBI to
the UTI for purposes of implementing NMAC’s like kind exchange program. In connection with such
reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited into the 200[ ]-[ ]
SUBI Collection Account the Reallocation Payments no later than two Business Days after such
reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to
retain the Reallocation Payments received during a Collection Period until such amounts are
required to be disbursed on the next Payment Date. Upon receipt of the Reallocation Payments, the
200[ ]-[ ] SUBI shall have no claim against or interest in such Matured or Defaulted Vehicle.



     (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 200[
]-[ ] Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales
Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the
Securitization Value of such 200[ ]-[ ] Lease as of the date of expiration and (ii) a Sales
Proceeds Advance has been made, (a) the purchase price will equal the amount of the Sales Proceeds
Advance, (b) no additional amounts need be remitted by the Servicer, and (c) the Servicer shall be
deemed to have been reimbursed for such Sales Proceeds Advance.



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     (e) If any 200[ ]-[ ] Lease and the related 200[ ]-[ ] Vehicle are reallocated to the UTI,
until such time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other
SUBI, the Servicer shall indemnify, defend and hold harmless the Related Beneficiaries and the
Trust from and against any and all loss or liability with respect to or resulting from such 200[
]-[ ] Lease or 200[ ]-[ ] Vehicle (including the reasonable fees and expenses of counsel).



     Section 8.03 Collections and Payment Date Advance Reimbursement.



     (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 200[
]-[ ] SUBI Certificate, from time to time, determine the respective amounts and recipients and:




     (i) during each Collection Period, in addition to the deposits required by Section
2.07 of the Basic Servicing Agreement, deposit into the 200[ ]-[ ] SUBI Collection
Account all Repurchase Payments pursuant to Section 8.02(a) and Section
8.02(b), and any Reallocation Payments pursuant to Section 8.02(c);




     (ii) on, or prior to each Deposit Date, deposit into the 200[ ]-[ ] SUBI Collection
Account all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for
which the Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the
disposition of a Matured Vehicle at auction for which the Servicer was reimbursed during the
related Collection Period pursuant to Section 8.06;




     (iii) on or prior to each Payment Date, deposit into the 200[ ]-[ ] SUBI Collection
Account all Cap Payments or Cap Termination Payments; and




     (iv) on each Payment Date, pursuant to the related Payment Date Certificate, allocate
Available Funds on deposit in the 200[ ]-[ ] SUBI Collection Account with respect to the
related Collection Period and instruct the Trustee (acting through the Trust Agent) to make,
no later than [11:00 a.m.], New York City time, the following deposits and distributions in
the following amounts and order of priority:




     (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in
respect of 200[ ]-[ ] Vehicles that were sold during the related Collection Period
(other than a sale to the Servicer pursuant to Section 8.02(d)(ii)), and
(y) that have been outstanding as of the end of that Collection Period for
at least 90 days and (2) Monthly Payment Advances as to which the related Lessee has
made all or a portion of the advanced Monthly Payment or that have been outstanding
as of the end of the Collection Period for at least 90 days (collectively, the
“Payment Date Advance Reimbursement”);




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




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



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     (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall
be permitted to retain the amounts provided for in such Section received during a Collection Period
until such amounts are required to be disbursed on the next Payment Date, for so long as no
Servicer Default has occurred and is continuing, and the following requirements are met
(collectively, the “Monthly Remittance Condition”):




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




     (ii) if (A) the Servicer obtains a Servicer Letter of Credit or other form of
enhancement acceptable to the Rating Agencies under which demands for payment may be made to
secure timely remittance of SUBI Collections to the 200[ ]-[ ] SUBI Collection Account on
a monthly basis and (B) the Trustee and the Owner Trustee gives prior written notice to
each Rating Agency of the obtaining of such Servicer Letter of Credit;




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




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



     Pending deposit into the 200[ ]-[ ] SUBI Collection Account, SUBI Collections may be
employed by the Servicer at its own risk and for its own benefit and shall not be segregated from
its own funds.



     Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this
200[ ]-[ ] Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be
permitted to deposit into the 200[ ]-[ ] SUBI Collection Account only the net amount
distributable to the Trust, as holder of the 200[ ]-[ ] SUBI Certificate on the related Deposit
Date. The Servicer shall, however, account to the Trust, the Trustee, the Trust Agent, the
Indenture Trustee (or any successor to the duties of the Indenture Trustee), the Owner Trustee and
the Holders of the Securities as if all of the deposits and distributions described herein were
made individually.



     Section 8.05 Servicing Compensation.



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



     (b) The Servicer shall also be entitled to additional servicing compensation with respect to
the 200[ ]-[ ] SUBI Assets in the form of, among other things, Administrative Charges to the
extent not required for the payment of insurance premiums, taxes, or similar charges allocable to
the 200[ ]-[ ] Leases.



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     Section 8.06 Advances.



     (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the
Servicer shall make, by deposit into the 200[ ]-[ ] SUBI Collection Account on the related
Deposit Date, a Monthly Payment Advance, unless such Advance is not required to be made pursuant to
Section 8.06(c).



     (b) On each Deposit Date, the Servicer shall make, by deposit into the 200[ ]-[ ] SUBI
Collection Account, Sales Proceeds Advances, unless such Advance is not required to be made
pursuant to Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with
respect to a Matured Vehicle, the Trust shall have no claim against or interest in such Matured
Vehicle or any Net Auction Proceeds resulting from the sale or other disposition thereof, except
with respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose
of a Matured Vehicle after having made a Sales Proceeds Advance, the Trust may retain all of such
Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to the
Securitization Value of the related 200[ ]-[ ] Lease, and shall deposit the Residual Value
Surplus, if any, into the 200[ ]-[ ] SUBI Collection Account. If the Net Auction Proceeds are
less than the Securitization Value of the related 200[ ]-[ ] Lease, the Servicer may deduct the
difference from SUBI Collections in respect of one or more future Collection Periods and retain
such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance. If
the Servicer has not sold a Matured Vehicle within 90 days after it has made a Sales Proceeds
Advance, it shall be reimbursed for such Sales Proceeds Advance from the 200[ ]-[ ] SUBI
Collection Account. Within six months of receiving such reimbursement, if the related 200[ ]-[ ]
Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause such 200[ ]-[
] Vehicle to be sold at auction and shall remit the proceeds associated with such auction sale to
the 200[ ]-[ ] SUBI Collection Account.



     (c) Notwithstanding anything to the contrary in the Servicing Agreement, the Servicer shall be
required to make an Advance only to the extent that it determines that such Advance will be
recoverable from future payments on or in respect of the related 200[ ]-[ ] Lease or 200[ ]-[ ]
Vehicle.



     Section 8.07 Third Party Claims. In addition to the requirements set forth in
Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the
Depositor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any
successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind
of a third party that would materially and adversely affect the interests of the Depositor or the
Trust with respect to the 200[ ]-[ ] SUBI Assets.



     Section 8.08 Contingent and Excess Liability Insurance Policy. So long as any
Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect
to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess
Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides
coverage against third party claims that may be raised against the Titling Trust, the Trustee on
behalf of the Titling Trust or the Trust in an amount at least equal to $[ ] million combined
single limit per occurrence and excess coverage of $[ ] million combined single limit each
occurrence without limit on the number of occurrences in any policy period (which



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Insurance Policy may be a blanket Insurance Policy covering the Servicer and one or more of
its Affiliates) and (ii) in the case of Rated Securities, each Rating Agency has received prior
written notification from the Owner Trustee of such termination and any replacement insurance. The
obligations of the Servicer pursuant to this Section shall survive any termination of the
Servicer’s other obligations under the Servicing Agreement until such time as claims can no longer
be brought that would be covered by such Insurance Policies, whether as a result of the expiration
of relevant statutes of limitations or otherwise.




     Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation.



     (a) On or prior to the Closing Date, and periodically thereafter as required in order to
update the contents thereof upon any changes in the matters certified therein, the Servicer shall
furnish to the Trustee and the Related Beneficiary an Officer’s Certificate listing the officers of
the Servicer involved in, or responsible for, the servicing of the 200[ ]-[ ] Leases.



     (b) On the [tenth] calendar day of each month (or, if the [10th] day is not a
Business Day, the next succeeding Business Day), the Servicer shall furnish to the Trustee and each
Related Beneficiary a Settlement Statement for the immediately preceding Collection Period.



     Section 8.10 Accountants’ Attestation and Other Reports. On or before the last day of
the third month after the end of the fiscal year of the Issuer, beginning with [
     ], the Servicer shall cause a firm of independent certified public accountants, who may also render
other services to the Servicer or to its Affiliates, to deliver to the Trust, the Indenture Trustee
and each Rating Agency a report that such firm has audited the consolidated financial statements of
the Servicer in accordance with generally accepted auditing standards, that such firm is
independent of the Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants (“AICPA”), and expressing such firm’s opinion
thereon. On or before the last day of the third month after the end of the fiscal year of the
Servicer, the Servicer shall cause a firm of independent certified public accountants to render an
attestation report as to the Servicer’s Assessment Report of its compliance with the applicable
servicing criteria set forth under Item 1122 of Regulation AB during the Issuer’s preceding fiscal
year (or since the date of the issuance of the Notes in the case of the first such statement). The
form of attestation report may be replaced by any similar form using any standards that are now or
in the future in use by Servicer of comparable assets or which otherwise comply with any note,
regulation, “no action” letter or similar guidelines promulgated by the Commission.



Section 8.11 Annual Servicer’s Compliance Statement; Officer’s Certificate




     (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each of the
Rating Agencies, on or before the last day of the third month after the end of each fiscal year of
the Issuer, beginning [                    ], (i) a report assessing the Servicer’s compliance
with the servicing criteria set forth in the relevant SEC regulations for asset-backed securities
transactions, including Item 1122 of Regulation AB, as of and for the period ending the end of each
fiscal year of the Issuer (the “Servicer’s Assessment Report”) and such Servicer’s
Assessment Report will identify any material instance of noncompliance and (ii) an Officer’s
Certificate with respect to the prior fiscal year of the Servicer ended such calendar year (or with
respect to the initial Officer’s Certificate, the period from the date of the initial issuance of
the



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     Notes to [                    ]), stating that (i) a review of the activities of the Servicer
during the preceding 12-month (or shorter) period and of its performance under this Agreement has
been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based
on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such
twelve-month (or shorter) period in all material respects, or, if there has been a failure to
fulfill of any such obligation, specifying each such failure known to such officer and the nature
and status thereof. Copies of such statements, certificates and reports may be obtained by the
Noteholders or the Certificateholder by a request in writing addressed to the Indenture Trustee or
the Owner Trustee.



     (b) On or before the last day of the third month after the end of the fiscal year of the
Servicer, beginning with [                    ], for as long as NMAC continues to act as the
Servicer, the Servicer shall deliver an Officer’s Certificate to each Rating Agency, the Owner
Trustee and the Indenture Trustee stating that, with respect to certain ERISA Plans maintained or
sponsored by the Servicer or any of the Servicer’s ERISA affiliates: (a) Plan assets will not be
materially less than the present value of accrued benefits under each of the Plans as of the close
of the most recent Plan year, as reported in the most recent plan financial statements; (b) neither
the Servicer nor any of its ERISA affiliates anticipates that the actuarial value of the assets of
any Plan it maintains would not be materially insufficient to cover the Gateway current liability
(as defined by the Code and demonstrated on the most recent Form 5500 Schedule B that has been
filed with the IRS), or is contemplating benefit improvements that would cause the Servicer or its
ERISA affiliates to maintain a Plan with materially underfunded Gateway current liability; (c) if
all of the Plans (other than a multiemployer Plan) were terminated (disregarding any Plans with
surpluses), the unfunded liabilities with respect to the Plans would have no material adverse
effect on Nissan Motor Co., Ltd. or Nissan North America, Inc.; and (d) no accumulated funding
deficiency or waived funding deficiency as defined in section 412 of the Code or under any
multiemployer Plan or collective bargaining agreement exists and there is no failure to make any
required contribution under the minimum funding requirements of the Code, as of the close of the
most recent Plan year.



     Section 8.12 Servicer Defaults; Termination of Servicer.



     (a) Each of the following acts or occurrences constitutes a “Servicer Default” under
the Servicing Agreement with respect to the 200[ ]-[ ] SUBIs:




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




     (ii) the Servicer fails to duly observe or perform in any material respect any of its
covenants or agreements in the Servicing Agreement not otherwise covered in this



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Section 8.12(a), which failure materially and adversely affects the rights of a
Holder of the 200[ ]-[ ] SUBI Certificate, the Noteholders or Trust Certificateholders, as
applicable, and which continues unremedied for 60 days (or for such longer period not in
excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1)
such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the
applicable Securities consents to such longer cure period) after receipt by the Servicer of
written notice thereof from the Indenture Trustee or the related holders evidencing at least
a Majority Interest in the applicable Securities or such default becomes known to the
Servicer;




     (iii) any representation, warranty, or statement of the Servicer made in the Servicing
Agreement, any other Basic Document to which the Servicer is a party or by which it is bound
or any certificate, report or other writing delivered pursuant to the Servicing Agreement
that proves to be incorrect in any material respect when made, which failure materially and
adversely affects the rights of a Holder of the 200[ ]-[ ] SUBI Certificate or the holders
of the Notes, or the Trust Certificateholders, continues unremedied for 60 days (or for such
longer period not in excess of 90 days as may be reasonably necessary to remedy such
failure; provided that (1) such failure is capable of remedy within 90 days or less and (2)
a Majority Interest in the applicable Securities consents to such longer cure period) after
receipt by the Servicer of written notice thereof from the Trustee or the related holders
evidencing a Majority Interest in the applicable Securities, or such default becomes known
to the Servicer;




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




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


provided, however, that notwithstanding any other provision of the Servicing
Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to
the 200[ ]-[ ] SUBI, the provisions contained in this Section 8.12(a) shall replace in
their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement
and (ii) any Servicer Default with respect to the 200[ ]-[ ] SUBI shall not constitute a
Servicing Default with respect to any other Sub-Trust and any Servicing Default (as such term is
defined in the Basic Servicing




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Agreement) with respect to any other Sub-Trust shall constitute a Servicer Default (as such term is
defined in the Basic Servicing Agreement) only with respect to such Sub-Trust and not with respect
to the 200[ ]-[ ] SUBI.




     (b) Upon the occurrence of any Servicer Default, the Servicer, in addition to complying with
the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that
references therein to Registered Pledgees shall mean each Registered Pledgee of the 200[ ]-[ ]
SUBI Certificate), shall provide to the Indenture Trustee and the Owner Trustee prompt notice of
any (i) Servicer Default or (ii) event or condition that, with the giving of notice or the passage
of time, or both, would become a Servicer Default, accompanied in each case by a description of the
nature of the default and the Servicer’s efforts to remedy the same.



     (c) In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement,
if a Servicer Default shall have occurred and is continuing with respect to the 200[ ]-[ ] SUBI,
the Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related
Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the
holders of the Rated Securities, terminate the rights and obligations of the Servicer under this
200[ ]-[ ] Servicing Supplement in accordance with such Section. In the event that the Servicer
is removed as servicer with respect to servicing the 200[ ]-[ ] SUBI Assets, subject to the
consent of the Trustee, the Required Related Holders shall appoint a successor Servicer. The
successor Servicer shall accept its appointment by a written assumption in a form acceptable to the
Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be
unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust
Agreement, with respect to any Servicer Default related to the 200[ ]-[ ] SUBI Assets, the
Trustee, acting on the direction of the Required Related Holders, may waive any default of the
Servicer in the performance of its obligations under the Servicing Agreement and its consequences
with respect to the 200[ ]-[ ] SUBI and, upon any such waiver, such default shall cease to exist
and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose
of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto. For purposes of this Section, so long as the Lien of the
Indenture is in place, the Required Related Holders shall be deemed to be the Indenture Trustee (as
Registered Pledgee of the 200[ ]-[ ] SUBI Certificates), acting at the direction of the Required
Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the
Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust
Certificates owned by the Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is
the Servicer) and any of their respective Affiliates) until the Aggregate Certificate Balance has
been reduced to zero.



     (d) If the Servicer is removed with respect to servicing the 200[ ]-[ ] SUBI Assets, the
Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 200[
]-[ ] Servicing Supplement, to the extent of the funds available therefor with respect to all
Advances made by the Servicer.



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



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



ARTICLE NINE




MISCELLANEOUS




     Section 9.01 Termination of Servicing Supplement. This 200[ ]-[ ] Servicing
Supplement shall terminate upon the earlier to occur of (i) the termination of the 200[ ]-[ ]
SUBI or (ii) the resignation or removal of the Servicer with respect to the 200[ ]-[ ] SUBI in
accordance with the terms of the Servicing Agreement. Any such termination hereunder shall effect a
termination only with respect to the 200[ ]-[ ] SUBI Assets and not as to Trust Assets allocated
to any other Sub-Trust, and shall not effect a termination of the Basic Servicing Agreement or any
other supplement to the Basic Servicing Agreement.



     Section 9.02 Governing Law. This 200[ ]-[ ] Servicing Supplement shall be governed
by and construed in accordance with the internal laws of the State of California, without regard to
any otherwise applicable principles of conflict of laws.



     Section 9.03 Amendment.



     (a) Notwithstanding any provision of the Basic Servicing Agreement, the Basic Servicing
Agreement, as supplemented by this 200[ ]-[ ] SUBI Servicing Supplement, to the extent that it
relates solely to the 200[ ]-[ ] SUBI and the 200[ ]-[ ] SUBI Assets, may be amended in
accordance with this Section 9.03.



     (b) Any term or provision of this 200[ ]-[ ] SUBI Servicing Supplement may be amended by the
parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment
that materially and adversely affects the interests of the Noteholders shall require the consent of
Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single
class or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer
delivered to the Indenture Trustee, materially and adversely affect the interests of the
Noteholders, and (ii) any amendment that adversely affects the interests of the Trust
Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee or the Owner
Trustee shall require the prior written consent of the Persons whose interests are adversely
affected; provided further, that Opinion of Counsel is delivered 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 Notes will properly be
characterized as indebtedness that is secured by the assets of the Trust. An amendment shall be
deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency
Condition is satisfied with respect to such amendment and the Officer’s Certificate described in
the preceding sentence is provided to the Indenture Trustee. The consent of the Trust
Certificateholder, the Delaware Trustee or the Owner Trustee shall be deemed to have been given if
the Servicer does not receive a written objection from such Person within [10] Business Days after
a written request for such consent shall have been given. The



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Titling Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any
such amendment that affects the Titling Trustee’s or the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Agreement or otherwise.




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



     (d) Notwithstanding anything herein to the contrary, any term or provision of this 200[ ]-[
] SUBI Servicing Supplement may be amended by the parties hereto without the consent of any of the
Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or with respect to any
law or regulation or any accounting rule or principle (whether now or in the future in effect); it
being a condition to any such amendment that the Rating Agency Condition shall have been satisfied
and the Officer’s Certificate described in Section 9.03(b)(i)(B) is delivered to the Indenture
Trustee.



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



     (f) Not less than [15] days prior to the execution of any amendment to this 200[ ]-[ ] SUBI
Servicing Supplement, the Servicer shall provide each Rating Agency, the Trust Certificateholder,
the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of
such amendment. No later than [10] Business Days after the execution of any amendment to this 200[
]-[ ] SUBI Servicing Supplement, the Servicer shall furnish a copy of such amendment to each
Rating Agency, the Trust Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture
Trustee and the Owner Trustee.



     (g) None of [U.S. Bank 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], NILT, Inc, and the Indenture Trustee an Officer’s
Certificate to that effect, and [U.S. Bank National Association]. NILT, Inc. and the Indenture
Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency
Condition has been satisfied with respect to such amendment.



     Section 9.04 Relationship of this 200[ ]-[ ] Servicing Supplement to Other Trust
Documents. Unless the context otherwise requires, this 200[ ]-[ ] Servicing Supplement and
the other Trust Documents shall be interpreted so as to give full effect to all provisions hereof
and thereof. In the event of any actual conflict between the provisions of this 200[ ]-[ ]
Servicing Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any
Trust



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\





Assets, the provisions of this 200[ ]-[ ] Servicing Supplement shall prevail and (ii) the
Basic Servicing Agreement, the provisions of this 200[ ]-[ ] Servicing Supplement shall control.




     Section 9.05 Binding Effect. The provisions of this 200[ ]-[ ] Servicing Supplement
shall be binding upon and inure to the benefit of the parties hereto and their permitted successors
and assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of
the Trust.



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



     Section 9.07 Counterparts. This 200[ ]-[ ] Servicing Supplement may be executed in
any number of counterparts, each of which so executed and delivered shall be deemed to be an
original, but all of which counterparts shall together constitute but one and the same instrument.



     Section 9.08 Further Assurances. Each party will do such acts, and execute and deliver
to any other party such additional documents or instruments, as may be reasonably requested in
order to effect the purposes of this 200[ ]-[ ] Servicing Supplement and to better assure and
confirm unto the requesting party its rights, powers, and remedies hereunder.



     Section 9.09 Third-Party Beneficiaries. The Trust, each Holder of the 200[ ]-[ ]
SUBI, each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of
the Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person
shall have any rights hereunder. For purposes of the Servicing Agreement, this Section replaces
Section 6.12 of the Basic Servicing Agreement in its entirety.



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



     Section 9.11 No Petition. Each of the parties hereto, by entering into this 200[ ]-[
] Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing
Agreement, hereby covenants and agrees that prior to the date that is [one year and one day] after
the date upon which all obligations under each Securitized Financing have been paid in full, it
will not institute against, or join any other Person in instituting against the Grantor, the
Depositor, the Trustee, the Titling Trust, the Issuer, any other Special Purpose Affiliate or any
Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or
other Proceeding under any federal or state bankruptcy or similar law. This Section shall survive
the complete or partial termination of this 200[ ]-[ ] Servicing Supplement and the complete or
partial resignation or removal of the Servicer under the SUBI Trust Agreement, the Basic Servicing
Agreement or this 200[ ]-[ ] Servicing Supplement.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this 200[ ]-[ ] Servicing Supplement to
be duly executed by their respective officers duly authorized as of the day and year first above
written.



	 	 	 	 	 	 	 
	 	 	NISSAN-INFINITI LT, as Titling Trust
	 
	 	 	 	 	 	 
	 	 	By:	 	NILT, INC.,
	 	 	 	 	as Trustee
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	NILT TRUST, as 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






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EXHIBIT A




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




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EXHIBIT B




FORM OF SETTLEMENT STATEMENT




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SCHEDULE A




REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS




PART I




DEFINED TERMS




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



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



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



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



PART II




COMPLIANCE WITH REGULATION AB




     Section 2.01. Intent of the Parties; Reasonableness.




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



     None of the Issuer, the Indenture Trustee, the NILT Trust, NILT nor the Servicer shall
exercise its right to request delivery of information, reports or other performance under these
provisions for purposes other than compliance with Regulation AB. Each of the Issuer and the
Servicer acknowledges that interpretations of the requirements of Regulation AB may change over
time, whether due to interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or otherwise, and each of
the Indenture Trustee, the NILT Trust, NILT and the Servicer hereby agrees to reasonably comply
with all reasonable requests made by the Issuer (including any of its assignees or designees), in
good faith for delivery of such information or reports, including, without limitation, any Servicer
compliance statements and reports, and assessments of compliance and attestation, as may be required under the then-current interpretations of
Regulation AB.



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