exv4w1



 







EXHIBIT 4.1

FORM OF INDENTURE




 





NISSAN AUTO LEASE TRUST 200[ ]-[ ]




$[                    ]

[   ]% Asset Backed Notes, Class A-1




$[                    ]

[   ]% Asset Backed Notes, Class A-2




$[                    ]

[   ]% Asset Backed Notes, Class A-3




$[                    ]

[   ]% Asset Backed Notes, Class A-4




NISSAN AUTO LEASE TRUST 200[ ]-[ ]




and




[U.S. BANK NATIONAL ASSOCIATION],

as Indenture Trustee,




 






INDENTURE




Dated as of [                     ]




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Capitalized Terms
	 	 	1	 
	SECTION 1.02 Interpretation
	 	 	2	 
	SECTION 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	2	 
	 
	 	 	 	 
	ARTICLE TWO THE NOTES
	 	 	3	 
	 
	 	 	 	 
	SECTION 2.01 Form
	 	 	3	 
	SECTION 2.02 Execution, Authentication and Delivery
	 	 	3	 
	SECTION 2.03 Temporary Notes
	 	 	4	 
	SECTION 2.04 Registration; Registration of Transfer and Exchange
	 	 	4	 
	SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes
	 	 	5	 
	SECTION 2.06 Persons Deemed Owners
	 	 	6	 
	SECTION 2.07 Cancellation
	 	 	7	 
	SECTION 2.08 Release of Collateral
	 	 	7	 
	SECTION 2.09 Book-Entry Notes
	 	 	7	 
	SECTION 2.10 Notices to Clearing Agency
	 	 	8	 
	SECTION 2.11 Definitive Notes
	 	 	8	 
	SECTION 2.12 Authenticating Agents
	 	 	9	 
	SECTION 2.13 The Interest Rate [Cap][Swap] Agreement
	 	 	9	 
	SECTION 2.14 Tax Treatment
	 	 	10	 
	 
	 	 	 	 
	ARTICLE THREE COVENANTS
	 	 	10	 
	 
	 	 	 	 
	SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Depositor
	 	 	10	 
	SECTION 3.02 Maintenance of Office or Agency
	 	 	11	 
	SECTION 3.03 Money for Payments to be Held in Trust
	 	 	11	 
	SECTION 3.04 Existence
	 	 	13	 
	SECTION 3.05 Protection of Owner Trust Estate
	 	 	13	 
	SECTION 3.06 Opinions as to Owner Trust Estate
	 	 	13	 
	SECTION 3.07 Performance of Obligations; Servicing of the 200[ ]-[ ] SUBI Assets
	 	 	14	 
	SECTION 3.08 Negative Covenants
	 	 	15	 
	SECTION 3.09 Annual Statement as to Compliance
	 	 	16	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 3.10 Restrictions on Certain Other Activities
	 	 	16	 
	SECTION 3.11 Notice of Defaults
	 	 	16	 
	SECTION 3.12 Further Instruments and Acts
	 	 	16	 
	SECTION 3.13 Delivery of the 200[ ]-[ ] SUBI Certificate
	 	 	17	 
	SECTION 3.14 Compliance with Laws
	 	 	17	 
	SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms
	 	 	17	 
	SECTION 3.16 Successor or Transferee
	 	 	19	 
	SECTION 3.17 Removal of the Administrative Agent
	 	 	19	 
	SECTION 3.18 Perfection Representations
	 	 	19	 
	SECTION 3.19 Securities Exchange Act Filings
	 	 	20	 
	SECTION 3.20 Regulation AB Representations, Warranties and Covenants
	 	 	20	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	20	 
	 
	 	 	 	 
	SECTION 4.01 Satisfaction and Discharge of Indenture
	 	 	20	 
	SECTION 4.02 Application of Trust Money
	 	 	21	 
	SECTION 4.03 Repayment of Monies Held by Paying Agent
	 	 	21	 
	 
	 	 	 	 
	ARTICLE FIVE INDENTURE DEFAULT
	 	 	21	 
	 
	 	 	 	 
	SECTION 5.01 Indenture Defaults
	 	 	21	 
	SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default
	 	 	23	 
	SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	 	 	24	 
	SECTION 5.04 Remedies; Priorities
	 	 	26	 
	SECTION 5.05 Optional Preservation of the Owner Trust Estate
	 	 	27	 
	SECTION 5.06 Limitation of Suits
	 	 	28	 
	SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest
	 	 	28	 
	SECTION 5.08 Restoration of Rights and Remedies
	 	 	28	 
	SECTION 5.09 Rights and Remedies Cumulative
	 	 	29	 
	SECTION 5.10 Delay or Omission Not a Waiver
	 	 	29	 
	SECTION 5.11 Control by Noteholders
	 	 	29	 
	SECTION 5.12 [Reserved]
	 	 	30	 
	SECTION 5.13 Undertaking for Costs
	 	 	30	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 5.14 Waiver of Stay or Extension Laws
	 	 	30	 
	SECTION 5.15 Action on Notes
	 	 	30	 
	SECTION 5.16 Performance and Enforcement of Certain Obligations
	 	 	30	 
	SECTION 5.17 Sale of Owner Trust Estate
	 	 	31	 
	 
	 	 	 	 
	ARTICLE SIX THE INDENTURE TRUSTEE
	 	 	31	 
	 
	 	 	 	 
	SECTION 6.01 Duties of Indenture Trustee
	 	 	31	 
	SECTION 6.02 Rights of Indenture Trustee
	 	 	33	 
	SECTION 6.03 Individual Rights of Indenture Trustee
	 	 	34	 
	SECTION 6.04 Indenture Trustee’s Disclaimer
	 	 	34	 
	SECTION 6.05 Notice of Defaults
	 	 	34	 
	SECTION 6.06 Reports by Indenture Trustee to Noteholders
	 	 	35	 
	SECTION 6.07 Compensation and Indemnity
	 	 	35	 
	SECTION 6.08 Replacement of Indenture Trustee
	 	 	36	 
	SECTION 6.09 Successor Indenture Trustee by Merger
	 	 	37	 
	SECTION 6.10 Appointment of Co-Trustee or Separate Trustee
	 	 	37	 
	SECTION 6.11 Eligibility; Disqualification
	 	 	39	 
	SECTION 6.12 Trustee as Holder of the 200[ ]-[ ] SUBI Certificate
	 	 	39	 
	SECTION 6.13 Representations and Warranties of Indenture Trustee
	 	 	39	 
	SECTION 6.14 Furnishing of Documents
	 	 	40	 
	SECTION 6.15 Interest Rate [Cap][Swap] Agreement Provisions
	 	 	40	 
	SECTION 6.16 Preferred Collection of Claims Against Issuer
	 	 	41	 
	 
	 	 	 	 
	ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS
	 	 	41	 
	 
	 	 	 	 
	SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses
	 	 	41	 
	SECTION 7.02 Preservation of Information; Communications to Noteholders
	 	 	42	 
	SECTION 7.03 Reports by Issuer
	 	 	42	 
	SECTION 7.04 Reports by Indenture Trustee
	 	 	43	 
	SECTION 7.05 Indenture Trustee Website
	 	 	43	 
	 
	 	 	 	 
	ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	43	 
	 
	 	 	 	 
	SECTION 8.01 Collection of Money
	 	 	43	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 8.02 Accounts
	 	 	44	 
	SECTION 8.03 Payment Date Certificate
	 	 	44	 
	SECTION 8.04 Disbursement of Funds
	 	 	46	 
	SECTION 8.05 General Provisions Regarding Accounts
	 	 	50	 
	SECTION 8.06 Release of Owner Trust Estate
	 	 	51	 
	SECTION 8.07 Release of Interest In 200[ ]-[ ] Leases and 200[ ]-[ ]
Vehicles Upon Purchase or Reallocation by the

                     Servicer
	 	 	51	 
	SECTION 8.08 Opinion of Counsel
	 	 	51	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	52	 
	 
	 	 	 	 
	SECTION 9.01 Supplemental Indentures Without Consent of Noteholders
	 	 	52	 
	SECTION 9.02 Supplemental Indentures With Consent of Noteholders
	 	 	53	 
	SECTION 9.03 Execution of Supplemental Indentures
	 	 	55	 
	SECTION 9.04 Effect of Supplemental Indenture
	 	 	55	 
	SECTION 9.05 Reference in Notes to Supplemental Indentures
	 	 	55	 
	 
	 	 	 	 
	ARTICLE TEN REDEMPTION OF NOTES
	 	 	55	 
	 
	 	 	 	 
	SECTION 10.01 Redemption
	 	 	55	 
	SECTION 10.02 Form of Redemption Notice
	 	 	56	 
	SECTION 10.03 Notes Payable on Redemption Date
	 	 	57	 
	 
	 	 	 	 
	ARTICLE ELEVEN MISCELLANEOUS
	 	 	57	 
	 
	 	 	 	 
	SECTION 11.01 Compliance Certificates and Opinions
	 	 	57	 
	SECTION 11.02 Form of Documents Delivered to Indenture Trustee
	 	 	59	 
	SECTION 11.03 Acts of Noteholders
	 	 	59	 
	SECTION 11.04 Notices
	 	 	60	 
	SECTION 11.05 Notices to Noteholders; Waiver
	 	 	60	 
	SECTION 11.06 Effect of Headings and Table of Contents
	 	 	61	 
	SECTION 11.07 Successors and Assigns
	 	 	61	 
	SECTION 11.08 Severability
	 	 	61	 
	SECTION 11.09 Benefits of Indenture
	 	 	61	 
	SECTION 11.10 Legal Holidays
	 	 	61	 
	SECTION 11.11 Governing Law
	 	 	62	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 11.12 Counterparts
	 	 	62	 
	SECTION 11.13 Recording of Indenture
	 	 	62	 
	SECTION 11.14 Trust Obligation
	 	 	62	 
	SECTION 11.15 No Petition
	 	 	62	 
	SECTION 11.16 No Recourse
	 	 	62	 
	SECTION 11.17 Inspection
	 	 	63	 
	SECTION 11.18 Limitation of Liability of Owner Trustee
	 	 	63	 
	SECTION 11.19 Assignment of the Interest Rate [Cap][Swap] Agreement
	 	 	63	 
	SECTION 11.20 Conflict with Trust Indenture Act
	 	 	65	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	Schedule I Perfection Representations, Warranties and Covenants
	 	 	 	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A — Form of Notes
	 	 	A-1	 
	 
	 	 	 	 
	Exhibit B — Form of Depository Agreement 
	 	 	B-1	 






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INDENTURE




     This Indenture, dated as of [          ] (as amended, supplemented or otherwise
modified from time to time, this “Indenture”), is between the Nissan Auto Lease Trust 200[
]-[ ], a Delaware statutory trust (the “Issuer”), and [U.S. Bank National Association], a
national banking association (“[U.S. Bank]”), as trustee (the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the holders of the Issuer’s [ ]% Asset Backed Notes, Class A-1 (the
“Class A-1 Notes”), [ ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”),
[ ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and [ ]% 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”):



GRANTING CLAUSE




     The Issuer, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee
for the benefit of the Noteholders and the Trust Certificateholders all of the Issuer’s right,
title and interest, whether now owned or hereafter acquired, in and to (i) the Owner Trust Estate
and (ii) all present and future claims, demands, causes and choses in action in respect of any or
all of the foregoing and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion,
voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments, securities, financial assets and other property that at
any time constitute all or part of or are included in the proceeds of any of the foregoing
(collectively, the “Collateral”), in each case as such terms are defined herein.



     The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges the foregoing
Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture
and agrees to perform its duties required in this Indenture to the best of its ability to the end
that the interests of the Noteholders may be adequately and effectively protected.



ARTICLE ONE




DEFINITIONS




     SECTION 1.01 Capitalized Terms. 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, a Delaware statutory trust, as grantor
and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,”
respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan
Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual
capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the
“Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited
liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the
Titling Trust (the “Titling 



1









 




Trustee” or “Trustee”), [Wilmington Trust Company], a Delaware banking
corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee”
and the “Delaware Trustee,” respectively) and [U.S. Bank], as Indenture Trustee and trust
agent (in such capacity, the “Trust Agent”).




     SECTION 1.02 Interpretation. For all purposes of this Indenture, 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 Indenture
include all Exhibits hereto, (iii) references to words such as “herein,” “hereof” and the like
shall refer to this Indenture as a whole and not to any particular part, Article or Section within
this Agreement, (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 Indenture, (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.



     Any reference in this Indenture 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 Indenture 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 Indenture to a
Person shall include the successors or assignee of such Person.



     SECTION 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



     “obligor” on the indenture securities means the Issuer and any other obligor on the
indenture securities.



     All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by
reference to another statute or defined by Commission rule have the meanings so assigned to them.



Indenture




2









 








ARTICLE TWO




THE NOTES




     SECTION 2.01 Form. The Notes, together with the Indenture Trustee’s certificate of
authentication, shall be in substantially the form set forth as Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of any
Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of
such Note.



     The terms of the Notes set forth in Exhibit A hereto are part of the terms of this
Indenture.



     SECTION 2.02 Execution, Authentication and Delivery. The Notes shall be executed by
the Owner Trustee on behalf of the Issuer. The signature of any authorized officer of the Owner
Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature
of individuals who were at any time authorized officers of the Owner Trustee shall bind the Issuer,
notwithstanding that any such individuals have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the date of such Notes.



     The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and deliver for
original issue the following aggregate principal amounts of the Notes: (i) $[          ]
of Class A-1 Notes, (ii) $[          ] of Class A-2 Notes, (iii) $[          ]
of Class A-3 Notes and (iv) $[          ] of Class A-4 Notes. The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any
time may not exceed such respective amounts, except as provided in Section 2.05.



     Each Note shall be dated the date of its authentication. The Notes shall be issuable as
registered notes in book-entry form in minimum denominations of [$25,000][$100,000] and in integral
multiples of $[1,000] in excess thereof.



     No Note may be sold, pledged or otherwise transferred to any Person except in accordance with
Section 2.04 and any attempted sale, pledge or transfer in violation of such Section shall
be null and void.



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered hereunder.



     SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the Owner
Trustee may execute, on behalf of the Issuer, and upon receipt of an Issuer Order, the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed,



Indenture





3









 







typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations not inconsistent with the terms of
this Indenture as the officers executing such Notes may determine, as evidenced by their execution
of such Notes.




     If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of such temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.02, without charge to the related
Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Owner Trustee
shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver in
exchange therefor, a like principal amount of Definitive Notes of authorized denominations. Until
so exchanged, such temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.



     SECTION 2.04 Registration; Registration of Transfer and Exchange. 




     (a) The Issuer shall cause to be kept a register (the “Note Register”) in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Notes and the registration of transfers of Notes by the Note Registrar. The
Indenture Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided. In the event, subsequent to the Closing Date, the
Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall
appoint another bank or trust company, having an office located in the Borough of Manhattan, The
City of New York, agreeing to act in accordance with the provisions of this Indenture applicable to
it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar under
this Indenture. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.



     If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer shall give the Indenture Trustee prompt written notice of such appointment and the location,
and any change in such location, of the Note Register, and the Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.



     (b) Upon the proper surrender for registration of transfer of any Note at the office or agency
of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section
8-401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the
Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee, one or more new Notes in any authorized
denominations, of a like aggregate principal amount.



     (c) At the option of the related Noteholder, Notes may be exchanged for other Notes in any
authorized denominations, of a like aggregate principal amount, upon surrender of such Notes at
such office or agency. Whenever any Notes are so surrendered for exchange, if the



Indenture




4









 







requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, on behalf
of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive. Every
Note presented or surrendered for registration of transfer or exchange shall (if so required by the
Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, including
appropriate tax documentation, duly executed by the Noteholder thereof or its attorney-in-fact duly
authorized in writing.




     (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this
Indenture as the Notes surrendered upon such registration of transfer or exchange.



     (e) No service charge shall be made to a Noteholder for any registration of transfer or
exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith, other than exchanges pursuant to
Sections 2.03 or 9.05 not involving any transfer.



     (f) Each Noteholder shall be deemed to represent and warrant (on the date of acquisition of a
Note (or any interest therein) and throughout the period of holding such Note (or interest
therein)) that either (i) it is not, and is not acting on behalf of, (1) an “employee benefit plan”
as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a “plan” as defined
in Section 4975 of the Code, (3) an entity deemed to hold the “plan assets” (within the meaning of
29 C.F.R. Section 2510.3-101) of any of the foregoing or (4) any other plan that is subject to a
law that is similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its acquisition,
holding and disposition of the Note (or interest therein) will not result in a nonexempt prohibited
transaction under Section 406 of ERISA, Section 4975 of the Code or any similar applicable law.



     The preceding provisions of this Section notwithstanding, the Issuer shall not be required to
make, and the Note Registrar need not register, transfers or exchanges of any Note (i) selected for
redemption or (ii) for a period of [15] days preceding the due date for any payment with respect to
such Note.



     SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuer, the Owner
Trustee and the Indenture Trustee harmless, then, in the absence of notice to the Owner Trustee,
the Note Registrar or the Indenture Trustee that such Note has been acquired by a “protected
purchaser” (as contemplated by Article Eight of the UCC), and provided that the requirements of
Section 8-405 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and
upon receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, however, that if any such destroyed, lost or stolen Note (but not a
mutilated Note) shall have become or within [seven] days shall become due and payable, or shall
have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or



Indenture




5









 







stolen Note when so due or payable or upon the Redemption Date without the surrender thereof.
If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a “protected purchaser” (as contemplated by
Article Eight of the UCC) of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was delivered or any
Person taking such replacement Note from such Person to whom such replacement Note was delivered or
any assignee of such Person, except a “protected purchaser” (as contemplated by Article Eight of
the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.




     Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture
Trustee may require the payment by the related Noteholder of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Indenture Trustee or the Note Registrar) connected
therewith.



     Every replacement Note issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.



     SECTION 2.06 Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and their respective agents may treat the
Person in whose name any Note is registered (as of the date of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any, on such Note and
for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the
Indenture Trustee or any of their respective agents shall be affected by notice to the contrary.



     SECTION 2.07 Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture
Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder that the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that they



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6









 







be destroyed or returned to it; provided, that such Issuer Order is timely and that such Notes
have not been previously disposed of by the Indenture Trustee.




     SECTION 2.08 Release of Collateral. Subject to Section 11.01 and the terms of
the other Basic Documents, the Indenture Trustee shall release property from the Lien of this
Indenture only upon receipt of an Issuer Request, accompanied by an Officer’s Certificate, an
Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the
TIA does not require any such Independent Certificates.



     SECTION 2.09 Book-Entry Notes. Unless otherwise specified, the Notes, upon original
issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry
Notes, to be delivered to the Indenture Trustee, as agent for [DTC], the initial Clearing Agency,
or a custodian therefor, by, or on behalf of, the Issuer. One fully registered Note shall be issued
with respect to each $500 million in principal amount of each Class of Notes or such lesser amount
as necessary. Such Notes shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note
representing such Note Owner’s interest in such Note except as provided in Section 2.11.
Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.11:



     (a) the provisions of this Section shall be in full force and effect;



     (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Indenture (including the payment of principal of and interest on
the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall
have no obligation to Note Owners;



     (c) to the extent that the provisions of this Section conflict with any other provisions of
this Indenture, the provisions of this Section shall control;



     (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between or among such Note Owners and the
Clearing Agency or Clearing Agency Participants; pursuant to the Depository Agreement, unless and
until Definitive Notes are issued pursuant to Section 2.11, the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency Participants; and



     (e) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing
Agency shall be deemed to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or Clearing Agency Participants owning or
representing, respectively, such required percentage of the beneficial interest in the Notes and
has delivered such instructions to the Indenture Trustee.



     SECTION 2.10 Notices to Clearing Agency. Whenever a notice or other communication to
Noteholders is required under this Indenture, unless and until Definitive Notes



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7









 







shall have been issued to Note Owners pursuant to Section 2.11, the Indenture Trustee
shall give all such notices and communications specified herein to be given to Noteholders to the
Clearing Agency, and shall have no obligation to the Note Owners.




     SECTION 2.11 Definitive Notes. If (i) (A) the Depositor, the Owner Trustee or the
Administrative Agent advises the Indenture Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities as described in the Depository Agreement
and (B) the Depositor, the Indenture Trustee or the Administrative Agent is unable to locate a
qualified successor (and if the Administrative Agent has made such determination, the
Administrative Agent has given written notice thereof to the Indenture Trustee), (ii) the
Depositor, the Indenture Trustee or the Administrative Agent, to the extent permitted by
applicable law, at its option advises the Indenture Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency or (iii) after an Indenture Default, Note Owners
representing in the aggregate not less than 51% of the Outstanding Amount, voting as a single
class, advise the Indenture Trustee through the Clearing Agency and Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency or its successor
is no longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify
all Note Owners, through the Clearing Agency, of the occurrence of such event and the availability
through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender
to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry
Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue
Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this
Indenture. None of the Issuer, Owner Trustee, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions.



     The Indenture Trustee, the Issuer and the Administrative Agent shall not be liable if the
Indenture Trustee or the Administrative Agent is unable to locate a qualified successor Clearing
Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of such methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes. From and after the
date of issuance of Definitive Notes, all notices to be given to Noteholders shall be mailed to
their addresses of record in the Note Register as of the relevant Deposit Date. Such notices shall
be deemed to have been given as of the date of mailing.



     If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Owner
Trustee shall furnish or cause to be furnished to the Indenture Trustee a list of the names and
addresses of the Noteholders (i) as of each Deposit Date, within [five] days thereafter and (ii) as
of not more than [ten] days prior to the time such list is furnished, within [30] days after
receipt by the Owner Trustee of a written request therefor.



     SECTION 2.12 Authenticating Agents. Upon the request of the Issuer, the Indenture
Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or
more Authenticating Agents with power to act on its behalf and subject to its direction in the
authentication of Notes in connection with issuance, transfers and exchanges under Sections
2.02, 2.04, 2.05 and 9.05, as fully to all intents and purposes as
though each such Authenticating Agent had been expressly authorized by such Sections to
authenticate such Notes.



Indenture




8









 







For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent
pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture
Trustee.




     Any corporation into which any Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or conversion
to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, without the execution or filing of any further act on the part of the parties hereto or
such Authenticating Agent or such successor corporation.



     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such Authenticating Agent and the
Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee
shall promptly appoint a successor Authenticating Agent and shall give written notice of such
appointment to the Issuer.



     The Indenture Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services and reimbursement for its reasonable expenses relating thereto, and
the Indenture Trustee shall be entitled to be reimbursed for all such payments, subject to
Section 6.07. The provisions of Sections 2.07 and 6.04 shall be applicable
to any Authenticating Agent.



     SECTION 2.13 The Interest Rate [Cap][Swap] Agreement.



     (a) On the Closing Date, the Issuer shall execute and deliver the Interest Rate [Cap][Swap]
Agreement.



     (b) Subject to Section 11.19, the Indenture Trustee shall take all steps necessary to
enforce the Issuer’s rights under the Interest Rate [Cap][Swap] Agreement, including receiving
payments from the [Cap Provider][Swap Counterparty] when due and exercising the Issuer’s rights
under the Interest Rate [Cap][Swap] Agreement including if either the long-term senior unsecured
debt rating of the [Cap Provider][Swap Counterparty] is downgraded below “[A1]” by Moody’s or
“[A+]” by Standard & Poor’s or the short-term debt rating of the [Cap Provider][Swap Counterparty]
is reduced below “[P-1]” by Moody’s or below “[A-1]” by Standard & Poor’s, the right to require the
[Cap Provider][Swap Counterparty] to obtain a guarantee of its obligations or to substitute a
replacement [cap provider][swap counterparty] (subject to the assumption by the replacement [cap
provider][swap counterparty]of the [Cap Provider’s][Swap Counterparty’s] obligations under the
Interest Rate [Cap][Swap] Agreement) within [30] days of the occurrence of such reduction, or in
certain circumstances, post collateral, in each case in accordance with the terms of the Interest
Rate [Cap][Swap] Agreement.



     (c) Pursuant to the Interest Rate [Cap][Swap] Agreement, [U.S. Bank] will be designated
calculation agent (“Calculation Agent”), and in such capacity, on each Interest
Determination Date, will calculate the interest rate with respect to the Class A-4 Notes. All



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9









 







determinations of interest by the Calculation Agent shall, in the absence of manifest error,
be conclusive for all purposes and binding on Class A-4 Noteholders.




     SECTION 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes
will be issued, with the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness. The Issuer, by entering into this
Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of an interest in the applicable Book-Entry Note), agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.



ARTICLE THREE




COVENANTS




     SECTION 3.01 Payments to Noteholders, Trust Certificateholders and Depositor. The
Issuer shall duly and punctually (i) pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture and (ii) cause the Servicer to direct the Indenture
Trustee to release from the Note Distribution Account all other amounts distributable or payable
from the Owner Trust Estate (including distributions to be made to the Trust Certificateholders on
any Payment Date) under the Trust Agreement and Servicing Agreement. Without limiting the
foregoing, subject to Section 8.04, the Issuer shall cause the Servicer to direct the
Indenture Trustee to apply all amounts on deposit in the Note Distribution Account on each Payment
Date that have been deposited therein for the benefit of the Notes. Amounts properly withheld under
the Code by any Person from a payment to any Noteholder or Trust Certificateholder of interest or
principal (or other amounts) shall be considered to have been paid by the Issuer to such Noteholder
or Trust Certificateholder for all purposes of this Indenture.



     SECTION 3.02 Maintenance of Office or Agency. The Note Registrar, on behalf of the
Issuer, shall maintain at the Corporate Trust Office or at such other location in the Borough of
Manhattan, The City of New York, chosen by the Note Registrar, acting for the Issuer, an office or
agency where Notes may be surrendered for registration of transfer or exchange, and where notices
to and demands upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer
hereby initially appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands. The Issuer shall give prompt written notice to the Indenture Trustee of the
location, and of any change in the location, of any such office or agency. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.



     SECTION 3.03 Money for Payments to be Held in Trust. As provided in Sections
5.04(b) and 8.04, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Note Distribution Account and Reserve Account
shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no
amounts so withdrawn therefrom for payments on Notes shall be paid over to the Issuer except as
provided in this Section. All payments of amounts due and payable with respect to any Notes or
Trust Certificates that are to be made from amounts withdrawn from the Note



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10









 







Distribution Account or Reserve Account pursuant to Sections 3.01, 4.02 and
4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent,
and no amounts so withdrawn from such accounts for payments of Notes or Trust Certificates shall be
paid over to the Issuer or the Owner Trustee, except as provided by this Section.




     On each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited
(including the provision of instructions to the Indenture Trustee to make any required withdrawals
from the Reserve Account) into the Note Distribution Account an aggregate sum sufficient to pay the
amounts then becoming due under the Notes, and the Paying Agent shall hold such sum in trust for
the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee)
shall promptly notify the Indenture Trustee of any failure by the Issuer to effect such deposit.



     The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the
Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its
acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the
provisions of this Section, that such Paying Agent shall:



     (a) hold all sums held by it for the payment of amounts due with respect to the Notes in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;



     (b) give the Indenture Trustee notice of any default by the Issuer of which it has actual
knowledge (or any other obligor upon the Notes, if any) in the making of any payment required to be
made with respect to the Notes;



     (c) at any time during the continuance of any such default, upon the written request of the
Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying
Agent;



     (d) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of Notes if at any time it ceases to meet the standards
required to be met by a Paying Agent at the time of its appointment; and



     (e) comply with all requirements of the Code with respect to the withholding from any payments
made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.



     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying
Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
be released from all further liability with respect to such money.



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11









 








     Subject to applicable laws with respect to escheat of funds, any money held by the Indenture
Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed after such amount has become due and payable and after the Indenture Trustee
has taken the steps described in this paragraph shall be discharged from such trust and be paid to
[Children’s Hospital Los Angeles] upon presentation thereto of an Issuer, and the related
Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment
thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust
money shall thereupon cease. If any Noteholder shall not surrender its Notes for retirement within
six months after the date specified in the written notice of final payment described in Section
8.04(d), the Indenture Trustee will give a second written notice to the registered Noteholders
that have not surrendered their Notes for final payment and retirement. If within one year after
such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense
and direction of the Issuer, cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than [30] days from the date of such publication, any unclaimed balance of such
money then remaining will be paid to [Children’s Hospital Los Angeles]. The Indenture Trustee shall
also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of
notification of such repayment specified by the Issuer or the Administrative Agent.



     SECTION 3.04 Existence. The Issuer shall keep in full effect its existence, rights
and franchises as a trust under the laws of the State of Delaware (unless it becomes, or any
successor Issuer hereunder is or becomes, organized under the laws of any other state or of the
United States, in which case the Issuer shall keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and shall obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral
and each other instrument or agreement included in the Owner Trust Estate.



     SECTION 3.05 Protection of Owner Trust Estate. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the
Noteholders to be prior to all other liens in respect of the Owner Trust Estate, and the Issuer
shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee
on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in
the Owner Trust Estate. The Issuer shall from time to time execute and deliver all such supplements
and amendments hereto and all such financing statements, continuation statements, instruments of
further assurance and other instruments, all as prepared by the Administrative Agent and delivered
to the Issuer, and shall take such other action necessary or advisable to:



     (a) Grant more effectively all or any portion of the Collateral;



     (b) maintain or preserve the lien and security interest (and the priority thereof) created by
this Indenture or carry out more effectively the purposes hereof;



     (c) perfect, publish notice of or protect the validity of any Grant made or to be made by this
Indenture;



Indenture




12









 








     (d) enforce any of the Collateral (including all rights under the Interest Rate [Cap][Swap]
Agreement);



     (e) preserve and defend title to the Collateral and the rights of the Indenture Trustee and
the Noteholders in the Collateral against the claims of all Persons; or



     (f) pay all taxes or assessments levied or assessed upon the Collateral when due.



     The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute
all financing statements, continuation statements or other instruments required to be executed
pursuant to this Section.



     SECTION 3.06 Opinions as to Owner Trust Estate.



     (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture
Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel (subject to
standard limitations, qualifications and assumptions), the provisions of the Indenture are
effective under the New York UCC to create in favor of the Indenture Trustee a security interest in
the Issuer’s rights in the Collateral and in identifiable proceeds thereof, and upon filing of the
applicable financing statement, the Indenture Trustee’s security interest in the Issuer’s rights in
the Collateral and in identifiable proceeds thereof will be perfected.



     (b) On or before [          ] of each calendar year, beginning with [ ],
200[ ], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect
that in the opinion of such counsel, either (i) all financing statements and continuation
statements have been executed and filed that are necessary to continue the lien and security
interest of the Indenture Trustee in the Collateral and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given or (ii) no such action is
necessary to continue such lien and security interest.



     SECTION 3.07 Performance of Obligations; Servicing of the 200[ ]-[ ] SUBI Assets.



     (a) The Issuer shall not take any action and shall use its best efforts not to permit any
action to be taken by others, including the Administrative Agent, that would release any Person
from any of such Person’s material covenants or obligations under any instrument or agreement
included in the Owner Trust Estate or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or effectiveness of, any such
instrument or agreement, except as expressly provided in the Basic Documents or such other
instrument or agreement.



     (b) The Issuer may contract with other Persons, to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee
in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Administrative Agent, and the Administrative Agent
has agreed, to assist the Issuer in performing its duties under this Indenture.



     (c) The Issuer shall, and, shall cause the Administrative Agent and the Servicer to,
punctually perform and observe all of its obligations and agreements contained in this Indenture,



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13









 







the other Basic Documents and the instruments and agreements included in the Owner Trust
Estate, including filing or causing to be filed all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the other Basic Documents in
accordance with and within the time periods provided for herein and therein. The Issuer, as a party
to the Basic Documents and as Holder of the 200[ ]-[ ] SUBI Certificate, shall not, and shall
cause the Servicer and the Administrative Agent not to, modify, amend, supplement, waive or
terminate any Basic Document or any provision thereof other than in accordance with the applicable
amendment provisions set forth in such Basic Document.




     (d) If the Indenture Trustee or an Authorized Officer of the Issuer shall have knowledge of
the occurrence of a Servicer Default, such entity shall promptly notify the other entity and each
Rating Agency thereof, and shall specify in such notice the action, if any, the other entity is
taking in respect of such default. If a Servicer Default shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to
the 200[ ]-[ ] SUBI Assets, the Issuer shall take all reasonable steps available to it to remedy
such failure. Upon the occurrence of a Servicer Default with respect to the 200[ ]-[ ] SUBI or
the Trust Assets allocated thereto, the Indenture Trustee may terminate all of the rights and
obligations of the Servicer with respect to the 200[ ]-[ ] SUBI and the Trust Assets allocated
thereto only, and a successor Servicer shall be appointed pursuant to the Servicing Agreement.



     (e) Upon any termination of the Servicer’s rights and powers or resignation of the Servicer
pursuant to the Servicing Agreement, the Issuer or the Indenture Trustee shall promptly notify the
other entity thereof. As soon as a successor Servicer is appointed pursuant to the Servicing
Agreement, the Issuer or the Indenture Trustee shall notify the other entity of such appointment,
specifying in such notice the name and address of such successor Servicer.



     SECTION 3.08 Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:



     (a) engage in any activities other than financing, acquiring, owning, pledging and managing
the 200[ ]-[ ] SUBI Certificate as contemplated by this Indenture and the other Basic Documents;



     (b) except as expressly permitted herein and in the other Basic Documents, sell, transfer,
exchange or otherwise dispose of any of the assets of the Issuer, including those assets included
in the Owner Trust Estate, unless directed to do so by the Indenture Trustee;



     (c) claim any credit on or make any deduction from the principal or interest payable in
respect of the Notes (other than amounts properly withheld from such payments under the Code or
applicable state law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Owner Trust Estate;



     (d) except as may be permitted expressly hereby (i) permit the validity or effectiveness of
this Indenture to be impaired, permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged or permit any Person to be released from any covenants or
obligations under this Indenture, except as may be expressly permitted hereby,



Indenture




14









 







(ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance
(other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Owner Trust Estate, any part thereof or any interest therein or the proceeds thereof
(other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each
case on any 200[ ]-[ ] SUBI Asset and arising solely as a result of an action or omission of the
related Lessee) or (iii) except as otherwise provided in the Basic Documents, permit the lien of
this Indenture not to constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien) security interest in the Owner Trust Estate;




     (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance
with the Basic Documents; or



     (f) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in
part.



     SECTION 3.09 Annual Statement as to Compliance. The Issuer will cause the Servicer to
deliver to the Indenture Trustee concurrently with its delivery thereof to the Issuer the annual
statement of compliance described in Section 4.09 of the Sale and Servicing Agreement. In
addition, on the same date annually upon which such annual statement of compliance is to be
delivered by the Servicer, the Issuer shall deliver to the Indenture Trustee an Officer’s
Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:



     (a) a review of the activities of the Issuer during such year and of its performance under
this Indenture has been made under such Authorized Officer’s supervision; and



     (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has
complied with all conditions and covenants under this Indenture throughout such year, or, if there
has been a default in its compliance with any such condition or covenant, specifying each such
default known to such Authorized Officer and the nature and status thereof.



     SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise provided
in the Basic Documents, unless and until the Issuer shall have been released from its duties and
obligations hereunder, the Issuer shall not: (i) engage in any activities other than financing,
acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 200[
]-[ ] SUBI Certificate in the manner contemplated by the Basic Documents and activities incidental
thereto; (ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly,
for any indebtedness; (iii) make any loan, advance or credit to, guarantee (directly or indirectly
or by an instrument having the effect of assuring another’s payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become contingently
liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to, any other Person; or
(iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either
realty or personalty).



     SECTION 3.11 Notice of Defaults. The Issuer agrees to give the Indenture Trustee and
each Rating Agency prompt written notice of each Indenture Default hereunder on the part of the



Indenture




15









 







Administrative Agent and each Cap Event of Default on the part of the [Cap Provider][Swap
Counterparty] under the Interest Rate [Cap][Swap] Agreement. In addition, on (i) any Payment Date
on which the Issuer has not received from the [Cap Provider][Swap Counterparty] any amount due from
the [Cap Provider][Swap Counterparty] on such Payment Date, (ii) the Business Day following any
such Payment Date if the Issuer has not yet received such amount due from the [Cap Provider][Swap
Counterparty] or (iii) the Business Day on which such failure to pay by the [Cap Provider][Swap
Counterparty] becomes a Cap Event of Default under the Interest Rate [Cap][Swap] Agreement, the
Issuer shall give immediate notice thereof to the [Cap Provider][Swap Counterparty], the Indenture
Trustee and each Rating Agency.




     SECTION 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the
Issuer shall execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of this Indenture.



     SECTION 3.13 Delivery of the 200[ ]-[ ] SUBI Certificate. On the Closing Date, the
Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its
obligations hereunder, the 200[ ]-[ ] SUBI Certificate. The Indenture Trustee shall take
possession of the 200[ ]-[ ] SUBI Certificate in the Borough of Manhattan in the City of New York
and shall at all times during the period of this Indenture maintain custody of the 200[ ]-[ ]
SUBI Certificate in the Borough of Manhattan in the City of New York.



     SECTION 3.14 Compliance with Laws. The Issuer shall comply with the requirements of
all applicable laws, the non-compliance with which would, individually or in the aggregate,
materially and adversely affect the ability of the Issuer to perform its obligations under the
Notes, this Indenture or any other Basic Document.



     SECTION 3.15 Issuer May Consolidate, etc., Only on Certain Terms.



     (a) The Issuer shall not consolidate or merge with or into any other Person unless:




     (i) the Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United States of
America or any State or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory
to the Indenture Trustee, the duty to make due and punctual payment of the principal of and
interest on all Notes and the performance or observance of every agreement and covenant of
this Indenture on the part of the Issuer to be performed or observed, all as provided
herein;




     (ii) immediately after giving effect to such transaction, no Default or Indenture
Default shall have occurred and be continuing;




     (iii) the Issuer shall have provided each Rating Agency [10] days’ prior written notice
thereof, and no Rating Agency shall have notified the Indenture Trustee, the Administrative
Agent or the Owner Trustee that such transaction might or would result in the removal or
reduction of the rating then assigned thereby to any Class of Notes;



Indenture




16









 









     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction will not (A)
affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to
cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the
Issuer, the Depositor or the Titling Trust to be taxable as an association (or publicly
traded partnership) taxable as a corporation for federal income tax purposes;




     (v) any action that is necessary to maintain each lien and security interest created by
the Trust Agreement or this Indenture shall have been taken; and




     (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating that such consolidation or merger and any related
supplemental indenture complies with this Article III and that all conditions precedent
provided in this Indenture relating to such transaction have been complied with (including
any filing required by the Exchange Act).



     (b) The Issuer shall not convey or transfer any of its properties or assets, including those
included in the Owner Trust Estate, to any Person other than pursuant to the terms of the Basic
Documents, unless:




     (i) the Person that acquires by conveyance or transfer such properties and assets of
the Issuer shall (A) be a United States citizen or a Person organized and existing under the
laws of the United States of America or any state or the District of Columbia, (B) expressly
assume, by an indenture supplemental hereto, executed and delivered to the Indenture
Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual
payment of the principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein, (c) expressly agrees by means of such supplemental
indenture that all right, title and interest so conveyed or transferred shall be subject and
subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such
supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer,
the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E) expressly agrees by means
of such supplemental indenture that such Person (or if a group of Persons, then one
specified Person) shall make all filings that counsel satisfactory to such purchaser or
transferee and the Indenture Trustee determines must be made with (1) the Commission (and
any other appropriate Person) required by the Exchange Act or the appropriate authorities in
any state in which the Notes have been sold pursuant to any qualification or exemption under
the securities or “blue sky” laws of such state, in connection with the Notes or (2) the
Internal Revenue Service or the relevant state or local taxing authorities of any
jurisdiction;




     (ii) immediately after giving effect to such transaction, no Default or Indenture
Default shall have occurred and be continuing;




     (iii) the Issuer shall have provided each Rating Agency [10] days’ prior written notice
thereof, no Rating Agency shall have notified the Indenture Trustee, the



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17









 









Administrative Agent or the Owner Trustee that such transaction might or would result
in the removal or reduction of the rating then assigned thereby to any Class of Notes;




     (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction will not (A)
affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to
cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the
Issuer, the Depositor or the Titling Trust to be taxable as an association (or publicly
traded partnership) taxable as a corporation for federal income tax purposes;




     (v) any action that is necessary to maintain each lien and security interest created by
the Trust Agreement or this Indenture shall have been taken; and




     (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating that such conveyance or transfer and such
supplemental indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any filing
required by the Exchange Act).



     SECTION 3.16 Successor or Transferee.



     (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.15(a),
the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the Issuer herein.



     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.15(b), Nissan Auto Lease Trust 200[ ]-[ ] will be released from every covenant
and agreement of this Indenture to be observed or performed on the part of the Issuer with respect
to the Notes and the Trust Certificates immediately upon the delivery of written notice to the
Indenture Trustee stating that Nissan Auto Lease Trust 200[ ]-[ ] is to be so released.



     SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrative Agent without cause unless so
instructed by the Owner Trustee or the Indenture Trustee and unless each Rating Agency shall have
received [10] days’ written notice thereof and shall not have notified the Indenture Trustee, the
Administrative Agent or the Owner Trustee that such removal might or would result in the removal or
reduction of the rating, if any, then assigned thereby to any Class of Notes or the Trust
Certificates.



     SECTION 3.18 Perfection Representations.



     (a) The representations, warranties and covenants set forth in Schedule I hereto shall
be a part of this Indenture for all purposes.



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     (b) Notwithstanding any other provision of this Indenture or any other Basic Document, the
perfection representations contained in Schedule I hereto shall be continuing, and remain
in full force and effect until such time as all obligations under this Indenture have been finally
and fully paid and performed.



     (c) The parties to this Indenture: (i) shall not waive any of the perfection representations
contained in Schedule I hereto; (ii) shall provide the Rating Agencies with prompt written
notice of any breach of perfection representations contained in Schedule I hereto and (iii)
shall not waive a breach of any of the perfection representations contained in Schedule I
hereto.



     SECTION 3.19 Securities Exchange Act Filings. The Issuer hereby authorizes the
Depositor to prepare, sign, certify and file any and all reports, statements and information
related to the Issuer or the Notes required to be filed pursuant to the Securities and Exchange Act
of 1934, and the rules and regulations thereunder.



     SECTION 3.20 Regulation AB Representations, Warranties and Covenants. The Issuer
agrees to perform all duties and obligations applicable to or required of the Issuer set forth in
Schedule A to the 200[_]-[_] Servicing Supplement and makes the representations and warranties
therein applicable to it.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




     SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall discharge
with respect to the Collateral securing the Notes and cease to be of further effect with respect to
the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of
mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of
principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05,
3.08, 3.10(i), 3.10(ii) and 3.15, (e) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under
Section 6.07 and the obligations of the Indenture Trustee under Sections 3.03 and
4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:




     (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes
that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.05 and (2) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter paid to the
Persons entitled thereto or discharged from such trust, as provided in Section 3.03)
have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not
theretofore delivered to the Indenture Trustee for cancellation (1) have become due and
payable, (2) will become due and payable on the applicable Note Final Scheduled Payment Date
within one year or (3) are to be called for redemption within one year under arrangements
satisfactory to the Indenture Trustee for the giving of notice of



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19









 









redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and
the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or
caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of
or obligations guaranteed by the United States (that will mature prior to the date such
amounts are payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire indebtedness on such Notes (including interest and any fees due and
payable to the Owner Trustee or the Indenture Trustee) not theretofore delivered to the
Indenture Trustee for cancellation, when due, to the applicable Note Final Scheduled Payment
Date for each Class, or to the Redemption Date (if Notes shall have been called for
redemption pursuant to Section 10.01), as the case may be;




     (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the
Issuer; and




     (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, (if
required by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the
TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public
accountants, each meeting the applicable requirements of Section 11.01 and, subject
to Section 11.02, stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with and, to the
extent the Notes are still outstanding, stating that the Rating Agency Condition has been
satisfied.



     SECTION 4.02 Application of Trust Money. All monies deposited with the Indenture
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes
for the payment or redemption of which such monies have been deposited with the Indenture Trustee
of all sums due and to become due thereon for principal and interest. Such monies need not be
segregated from other funds except to the extent required herein or in the Servicing Agreement or
as required by law.



     SECTION 4.03 Repayment of Monies Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any
Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.03 and such Paying Agent shall thereupon be released from
all further liability with respect to such monies.



ARTICLE FIVE




INDENTURE DEFAULT




     SECTION 5.01 Indenture Defaults. Any one of the following events (whatever the reason
for such Indenture Default and whether it shall be voluntary or involuntary or effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or



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20









 







regulation of any administrative or governmental body) shall constitute a default under this
Indenture (each, an “Indenture Default”):




     (a) default in the payment of any interest on any Note when the same becomes due and payable,
and such default shall continue for a period of [five] days or more;



     (b) default in the payment of principal of any Note on the related Note Final Scheduled
Payment Date or the Redemption Date;



     (c) default in the observance or performance of any covenant or agreement of the Issuer made
in this Indenture (other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with), or any representation or warranty
of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been inaccurate in any material respect as of the
time when the same shall have been made, which default or inaccuracy materially and adversely
affects the interests of the Noteholders and such default or inaccuracy shall continue or not be
cured, or the circumstance or condition in respect of which such misrepresentation or warranty was
inaccurate shall not have been eliminated or otherwise cured, for a period of 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 of
the Outstanding Amount of Notes, voting as a single class, consent to such longer cure period)
after there shall have been given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least the
majority of the Outstanding Amount of Notes, voting as single class, a written notice specifying
such default or inaccurate representation or warranty and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder;



     (d) the filing of a petition seeking entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer or any substantial part of the Owner Trust
Estate in an involuntary case under any applicable federal or state bankruptcy, liquidation,
insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Owner Trust Estate, or ordering the winding up or liquidation of the Issuer’s affairs,
and such proceeding shall remain unstayed, undismissed and in effect for a period of 90 consecutive
days or immediately upon entry of any such decree or order; or



     (e) the commencement by the Issuer of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the Issuer
to the entry of an order for relief in an involuntary case under any such law, the consent by the
Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial part of the Owner
Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors, the
failure by the Issuer generally to pay its debts as such debts become due or the taking of action
by the Issuer in furtherance of any of the foregoing.



     The Issuer shall deliver to the Indenture Trustee, each Rating Agency, each Noteholder and the
[Cap Provider][Swap Counterparty] within [five] Business Days after the occurrence



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21









 







thereof written notice in the form of an Officer’s Certificate of any event that with the
giving of notice and the lapse of time would become an Indenture Default under clause (c)
or (d), its status and what action the Issuer is taking or proposes to take with respect
thereto.




     Subject to the provisions herein relating to the duties of the Indenture Trustee, if an
Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to
exercise any of the rights or powers under this Indenture at the request or direction of any
Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified
against the costs, expenses and liabilities that might be incurred by it in complying with such
request. Subject to such provisions for indemnification and certain limitations contained herein,
Noteholders holding not less than a Majority Interest of the Notes voting as a single class shall
have the right to direct the time, method and place of conducting any proceeding or any remedy
available to the Indenture Trustee or exercising any trust power conferred on the Indenture
Trustee.



     SECTION 5.02 Acceleration of Maturity; Waiver of Indenture Default. If an Indenture
Default should occur and be continuing, the Indenture Trustee or Noteholders representing a
Majority Interest voting as a single class may declare the principal of the Notes to be immediately
due and payable. Upon such declaration, the Indenture Trustee shall promptly provide written notice
to each Rating Agency. Such declaration may be rescinded by Noteholders holding a Majority Interest
voting as a single class before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee if (a) the Issuer has deposited with the Indenture Trustee an
amount sufficient to pay (i) all interest on and principal of the Notes and all other amounts that
would then be due hereunder as if the Indenture Default giving rise to such declaration had not
occurred and (ii) all amounts advanced by the Indenture Trustee and its costs and expenses and (b)
all Indenture Defaults (other than the nonpayment of principal of the Notes that has become due
solely by such acceleration) have been cured or waived.



     Prior to the acceleration of the maturity of the Notes as provided in this Section
5.02, Noteholders holding not less than a Majority Interest of the Notes voting as a single
class may waive any past Indenture Default and its consequences except an Indenture Default (i) in
payment of principal of or interest on the Notes or (ii) in respect of a covenant or provision
hereof that cannot be modified or amended without the consent of each Noteholder. In the case of
any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder, respectively, but no such waiver shall extend to any
subsequent or other Indenture Default or impair any right consequent thereto.



     Upon any such waiver, such Indenture Default shall cease to exist and be deemed to have been
cured and not to have occurred, and any Indenture Default arising therefrom shall be deemed to have
been cured and not to have occurred for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other Indenture Default or impair any right consequent thereto.



     If the Notes have been declared due and payable following an Indenture Default, the Indenture
Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party
(including foreclosure or sale of the Owner Trust Estate) or elect to maintain the



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22









 







Owner Trust Estate and continue to apply the proceeds from the Owner Trust Estate as if there
had been no declaration of acceleration. Any sale of the Owner Trust Estate by the Indenture
Trustee will be subject to the terms and conditions of Section 5.04.




     SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee.



     (a) The Issuer covenants that if there is a default in the payment of (i) any interest on the
Notes when the same becomes due and payable, and such default continues for a period of [five] days
or (ii) the principal of any Notes at the related Note Final Scheduled Payment Date or the
Redemption Date, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the benefit of such Noteholders, the entire amount then due and payable on such Notes
for principal and interest, with interest on the overdue principal, and, to the extent payment at
such rate of interest shall be legally enforceable, upon overdue installments of interest, at the
Overdue Interest Rate and in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents, attorneys and counsel.



     (b) In case the Issuer shall fail forthwith to pay amounts described in Section
5.03(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust,
may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such
Proceeding to judgment or final decree, and may enforce the same against the Issuer or other
obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer
or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.



     (c) If an Indenture Default occurs and is continuing, the Indenture Trustee may, in its
discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.



     (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Owner Trust Estate, Proceedings under
the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Issuer or its property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to
the provisions of this Section, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:



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23









 









     (i) to file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Indenture Trustee (including
any claim for reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement
of all expenses and liabilities incurred, and all advances and disbursements made, by the
Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence
or bad faith) and of the Noteholders allowed in such Proceedings;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or Person performing similar
functions in any such Proceedings; to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders or the [Cap Provider][Swap Counterparty] and the
Indenture Trustee on their behalf; and




     (iii) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in
any judicial proceedings relative to the Issuer, its creditors and its property;


and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, if the
Indenture Trustee shall consent to the making of payments directly to such Noteholders to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred and all advances and disbursements made by
the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or
bad faith, and any other amounts due the Indenture Trustee under Section 6.07.




     (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder or to vote in respect of the claim of any Noteholder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.



     (f) All rights of action and of asserting claims under this Indenture, or under the Notes or
the Interest Rate [Cap][Swap] Agreement, may be enforced by the Indenture Trustee without the
possession of the Notes or the production thereof in any trial or other Proceedings relative
thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment, subject to the payment
of the expenses, advances, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and counsel shall be for the
ratable benefit of the Noteholders in respect of which such judgment has been recovered.



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24









 








     (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.



     SECTION 5.04 Remedies; Priorities.




     (a) If an Indenture Default shall have occurred and be continuing, the Indenture Trustee may
do one or more of the following (subject to Sections 5.02 and 5.05):




     (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect
thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer, the [Cap Provider][Swap Counterparty] and any other obligor upon such Notes
monies adjudged due;




     (ii) institute Proceedings from time to time for the complete or partial foreclosure of
this Indenture with respect to the Owner Trust Estate;




     (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee
and the Noteholders; and




     (iv) subject to Section 5.17, after an acceleration of the maturity of the
Notes pursuant to Section 5.02, sell the Owner Trust Estate or any portion thereof
or rights or interest therein, at one or more public or private sales called and conducted
in any manner permitted by law; provided, however, that the Indenture
Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Indenture
Default, other than an Indenture Default described in Section 5.01(a) or
(b), unless (A) Noteholders holding 100% of the Outstanding Amount of Notes consent
thereto, (B) the proceeds of such sale are sufficient to discharge in full all amounts then
due and unpaid upon all outstanding Notes or (C) the Indenture Trustee determines that the
Owner Trust Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the Notes had not
been declared due and payable and the Indenture Trustee obtains the consent of Noteholders
holding not less than 66 2/3% of the Outstanding Amount of Notes, voting together as a
single class; and provided further, that the Indenture Trustee may not sell the Owner Trust
Estate, unless it shall first have obtained an Opinion of Counsel that such sale will not
cause the Titling Trust or an interest therein or portion thereof to be classified as an
association (or a publicly traded partnership) taxable as a corporation for federal income
tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B)
and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the
expense of the Issuer) and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action and as
to the sufficiency of the Owner Trust Estate for such purpose.



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25









 








     (b) If the Indenture Trustee collects any money or property pursuant to this Article Five upon
sale of the Owner Trust Estate, it shall pay out such money or property held as Collateral
(together with available monies on deposit in the Reserve Account) and deposited in the Note
Distribution Account pursuant to Section 12.05(b) of the SUBI Trust Agreement, after giving
effect to the distributions set forth in such Section, for the benefit of the Securityholders in
the following order:




     (i) to the Noteholders for the payments of interest which is due and unpaid on the
Notes (including any overdue interest, and to the extent permitted under applicable law,
interest on any overdue interest at the applicable Overdue Interest Rate);




     (ii) first, to the Class A-1 Noteholders, on a pro rata basis, in payment of the
principal amount due and unpaid on the Class A-1 Notes (until the Class A-1 Notes have been
paid in full), and second, to the Holders of the other Notes in payment of the principal
amount due and unpaid on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
pro rata (based on the amount due and unpaid of each such Class), until all Notes have been
paid in full;




     (iii) to the Certificate Distribution Account for distribution to the Trust
Certificateholders for amounts due and unpaid in respect of the principal amount of the
Trust Certificates, until the Trust Certificates have been paid in full; and




     (iv) any remaining amounts to the Depositor.



     (c) The Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section. At least [15] days before such record date, the Issuer shall
mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment
date and the amount to be paid.



     SECTION 5.05 Optional Preservation of the Owner Trust Estate. If the Notes have been
declared to be due and payable under Section 5.02 following an Indenture Default and such
declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may,
but need not, elect to maintain possession of the Owner Trust Estate and continue to apply the
proceeds thereof in accordance with Sections 3.01 and 8.04. It is the intent of the
parties hereto and the Noteholders that there be at all times sufficient funds for the payment of
principal and interest on the Notes, and the Indenture Trustee shall take such intent into account
when determining whether or not to maintain possession of the Owner Trust Estate. In determining
whether to maintain possession of the Owner Trust Estate, the Indenture Trustee may but need not
obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking
or accounting firm of national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Owner Trust Estate for such purpose.



     SECTION 5.06 Limitation of Suits.




     (i) No Holder of any Note shall have any right to institute any Proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless: (i) such Noteholder previously has given to the
Indenture Trustee written notice of a continuing Indenture Default, (ii)



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Noteholders holding not less than 25% of the Outstanding Amount of Notes, voting
together as a single class, have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Indenture Default in its own name as Indenture Trustee,
(iii) such Noteholder has offered the Indenture Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in complying with such request, (iv) the
Indenture Trustee has for 60 days after receipt of such notice failed to institute such
Proceedings and (v) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by Noteholders holding at least a Majority
Interest, voting together as a single class.



     No Noteholder or group of Noteholders shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Noteholders or to obtain or to seek to obtain priority or preference over any other
Noteholder or to enforce any right under this Indenture, except in the manner herein provided.



     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders, each representing less than a Majority Interest
of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall
be taken, notwithstanding any other provisions of this Indenture.




     (ii) No Noteholder shall have any right to vote except as provided pursuant to this
Indenture and the Notes, nor any right in any manner to otherwise control the operation and
management of the Issuer.



     SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which
is absolute and unconditional, to receive payment of the principal of and interest on, if any, such
Note on or after the respective due dates thereof expressed in such Note or this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement
of any such payment, and such right shall not be impaired without the consent of such Noteholder.



     SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or such Noteholder, then and in every such case the Issuer, the Indenture
Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding
had been instituted.



     SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at
law, in equity or otherwise. The assertion or employment of any right or remedy



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hereunder or otherwise shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




     SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Indenture
Default shall impair any such right or remedy or constitute a waiver of any such Default or
Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by
law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as
may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.



     SECTION 5.11 Control by Noteholders. Subject to the provisions of Sections
5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a
Majority Interest voting as a single class shall have the right to direct the time, method and
place of conducting any Proceeding or any remedy available to the Indenture Trustee with respect to
the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee,
provided that:



     (a) such direction shall not be in conflict with any rule of law or this Indenture;



     (b) subject to Section 5.04, any direction to the Indenture Trustee to, sell or
liquidate the Owner Trust Estate shall be made by Noteholders holding not less than 100% of the
Outstanding Amount;



     (c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture
Trustee elects to retain the Owner Trust Estate pursuant to such Section, and then any direction to
the Indenture Trustee by Noteholders holding less than 100% of the Outstanding Amount to sell or
liquidate the Owner Trust Estate shall be of no force and effect; and



     (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction.



     Notwithstanding the rights of Noteholders set forth in this Section, subject to Section
6.01, the Indenture Trustee need not take any action it determines might expose it to personal
liability or might materially adversely affect or unduly prejudice the rights of any Noteholders
not consenting to such action.



     SECTION 5.12 [Reserved].



     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant, but the provisions
of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit
instituted by any Noteholder or group of Noteholders, in each case holding Notes evidencing



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more than [10]% of the Outstanding Amount of Notes, voting together as a single class, or
(iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or
interest on any Note on or after the related due dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).




     SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture, and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or the Interest Rate [Cap][Swap] Agreement or under this Indenture shall not
be affected by the seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture
Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of
the Owner Trust Estate or upon any of the assets of the Issuer. Any money or property collected by
the Indenture Trustee shall be applied in accordance with Section 5.04(b).



     SECTION 5.16 Performance and Enforcement of Certain Obligations.



     (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take
all such lawful action as the Indenture Trustee may request to compel or secure the performance and
observance by the Depositor, the Servicer and the [Cap Provider][Swap Counterparty], as applicable,
of each of their obligations to the Issuer under or in connection with the Servicing Agreement and
the Interest Rate [Cap][Swap] Agreement, respectively, in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with each such agreement to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the Servicer thereunder
and the institution of legal or administrative actions or proceedings to compel or secure
performance by the Servicer of its obligations under the Servicing Agreement.



     (b) If an Indenture Default has occurred and is continuing, the Indenture Trustee may, and at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of Noteholders holding not less than a Majority Interest of the Notes voting as a
single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Depositor, the Trustee, the Servicer and the [Cap Provider][Swap Counterparty] under or
in connection with the Servicing Agreement and the Interest Rate [Cap][Swap] Agreement, including
the right or power to take any action to compel or secure performance or observance by the Servicer
of its obligations to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Servicing Agreement, and any right of the Issuer to take
such action shall be suspended.



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     SECTION 5.17 Sale of Owner Trust Estate. If the Indenture Trustee acts to sell the
Owner Trust Estate or any part thereof, pursuant to Section 5.04(a), the Indenture Trustee
shall effect such a sale at one or more public or private sales called and conducted in any manner
permitted by law in a commercially reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids. Unless otherwise prohibited by applicable law
from any such action, the Indenture Trustee shall sell the Owner Trust Estate or any part thereof,
in such manner to the highest bidder; provided, however, that the Indenture Trustee
may from time to time postpone any sale. The Indenture Trustee shall give notice to the Depositor
and Servicer of any proposed sale, and the Depositor and Servicer shall be permitted to bid for the
Owner Trust Estate at any such sale. The Indenture Trustee may obtain a prior determination from a
conservator, receiver or trustee in bankruptcy of the Issuer that the terms and manner of any
proposed sale are commercially reasonable. The power to effect any sale of any portion of the Owner
Trust Estate pursuant to Section 5.04 and this Section shall not be exhausted by any one or
more sales as to any portion of the Owner Trust Estate remaining unsold, but shall continue
unimpaired until the entire Owner Trust Estate shall has been sold or all amounts payable on the
Notes shall have been paid.



ARTICLE SIX




THE INDENTURE TRUSTEE




     SECTION 6.01 Duties of Indenture Trustee.



     (a) If an Indenture Default has occurred and is continuing, the Indenture Trustee shall
exercise the rights and powers vested in it by this Indenture and in the same degree of care and
skill in their exercise as a prudent Person would exercise or use under the circumstances in the
conduct of such Person’s own affairs.



     (b) Except during the continuance of an Indenture Default:




     (i) the Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Indenture Trustee; and




     (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to
the requirements of this Indenture; however, the Indenture Trustee shall examine the
certificates and opinions to determine whether or not they conform to the requirements of
this Indenture and the other Basic Documents to which the Indenture Trustee is a party.



     (c) The Indenture Trustee shall not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful, misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b);



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     (ii) the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts; and




     (iii) the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to
Section 5.11.



     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b) and (c).



     (e) The Indenture Trustee shall not be liable for interest on any money received by it except
as the Indenture Trustee may agree in writing with the Issuer.



     (f) Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture or the Servicing Agreement.



     (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe
that repayments of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.



     (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions of this Section.



     (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default or
other event unless a Responsible Officer has actual knowledge thereof or has received written
notice thereof in accordance with the provisions of this Indenture.



     SECTION 6.02 Rights of Indenture Trustee.



     (a) Except as provided by the second succeeding sentence, the Indenture Trustee may
conclusively rely and shall be protected in acting upon or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
note, direction, demand, election or other paper or document believed by it to be genuine and to
have been signed or presented by the proper person. The Indenture Trustee need not investigate any
fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon
receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Indenture Trustee that shall be specifically required to be furnished
pursuant to any provision of this Indenture, shall examine them to determine whether they comply as
to form to the requirements of this Indenture.



     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable.



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The Indenture Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officer’s Certificate or Opinion of Counsel.




     (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee,
and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, the Administrative Agent, any co-trustee or separate trustee appointed
in accordance with the provisions of Section 6.10 or any other such agent, attorney,
custodian or nominee appointed with due care by it hereunder.



     (d) The Indenture Trustee will be liable for any loss, liability or expense incurred by it
through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee
shall not be liable for (i) any error of judgment made by it in good faith, unless it is proved
that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) any action it
takes or omits to take in good faith in accordance with a direction received by it from the
Noteholders in accordance with the terms of the Indenture or (iii) interest on any money received
by it except as the Indenture Trustee and the Issuer may agree in writing.



     (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or any
Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.



     (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture or to institute, conduct or defend any litigation under this
Indenture or in relation to this Indenture or to honor the request or direction of any of the
Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture
Trustee reasonable security or indemnity against the reasonable costs, expenses, disbursements,
advances and liabilities that might be incurred by it, its agents and its counsel in compliance
with such request or direction; provided, however, that the Indenture Trustee
shall, upon the occurrence of an Indenture Default (that has not been cured), exercise the rights
and powers vested in it by this Indenture with reasonable care and skill.



     (g) The Indenture Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing to
do so by the holders of Notes evidencing not less than 25% of the Outstanding Amount of Notes
voting together as a single class; provided, however, that if the payment within a
reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this
Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to so proceeding. The reasonable expense of each such investigation shall
be paid by the Person making such request, or, if paid by the Indenture Trustee, shall be
reimbursed by the Person making such request upon demand.



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     (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by
an Issuer Request.



     (i) The Indenture Trustee shall, for so long as any Notes are outstanding, be entitled to
exercise all of the rights and powers of a Beneficiary under the Basic Documents.



     SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or its Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate
trustee may do the same with like rights. The Indenture Trustee must, however, comply with
Section 6.11.



     SECTION 6.04 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture, the
Owner Trust Estate, the Interest Rate [Cap][Swap] Agreement or the Notes (other than the
certificate of authentication on the Notes), shall not be accountable for the Issuer’s use of the
proceeds from the Notes and shall not be responsible for any statement in this Indenture, the
Interest Rate [Cap][Swap] Agreement or in any document issued in connection with the sale of the
Notes or in the Notes, all of which shall be taken as the statements of the Issuer, other than the
Indenture Trustee’s certificate of authentication.



     SECTION 6.05 Notice of Defaults. If a Default occurs and is continuing, and if it is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
Noteholder, the [Cap Provider][Swap Counterparty] and each Rating Agency notice of such Indenture
Default within 60 days after it occurs. Except in the case of a Default with respect to payment of
principal of or interest on any Note (including payments pursuant to the redemption of Notes), the
Indenture Trustee may withhold such notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding such notice is in the interests of the
Noteholders; provided, however, that in the case of any Indenture Default of the
character specified in Section 5.01(d), no such notice shall be given until at least 30
days after the occurrence thereof.



     SECTION 6.06 Reports by Indenture Trustee to Noteholders. The Indenture Trustee, at
the expense of the Issuer, shall deliver to each Noteholder, not later than the latest date
permitted by law, such information as may be reasonably requested (and reasonably available to the
Indenture Trustee) to enable such holder to prepare its federal and state income tax returns. The
Indenture Trustee shall also deliver or cause to be delivered annually to each Noteholder of record
a report relating to its eligibility and qualification to continue as Indenture Trustee under this
Indenture, any amounts advanced by it under this Indenture, the amount, interest rate and maturity
date of certain indebtedness owed by the Trust to the Indenture Trustee, in its individual
capacity, the property and funds physically held by the Indenture Trustee in its capacity as such,
and any action taken by it that materially affects the Notes and that has not been previously
reported.



     SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the Indenture
Trustee from time to time reasonable compensation for its services, (ii) reimburse the



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Indenture Trustee for all reasonable expenses, advances and disbursements reasonably incurred
by it and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all
loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with
the administration of the Issuer or the performance of its duties. The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may
seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not
relieve the Issuer or the Servicer of its obligations hereunder. The Servicer shall defend any such
claim, and the Indenture Trustee may have separate counsel and the Servicer shall pay the fees and
expenses of such counsel. The Indenture Trustee shall not be indemnified by the Servicer against
any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad
faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by
it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it from the Noteholders in accordance with the terms of
this Indenture and (iii) for interest on any money received by it except as the Indenture Trustee
and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of
any event unless an officer of the Indenture Trustee has actual knowledge thereof or has received
written notice thereof.




     The Servicer’s payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the
occurrence of an Indenture Default set forth in Section 5.01(d) or (e) with respect
to the Issuer, the expenses are intended to constitute expenses of administration under the
Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.



     SECTION 6.08 Replacement of Indenture Trustee. Noteholders holding not less than a
Majority Interest of the Notes, voting together as a single class, may remove the Indenture Trustee
without cause by so notifying the Indenture Trustee and the Issuer, and following such removal may
appoint a successor Indenture Trustee. The Issuer shall give prompt written notice to each Rating
Agency of such removal. The Indenture Trustee may resign at any time by so notifying the Issuer,
the Servicer and each Rating Agency. The Issuer shall remove the Indenture Trustee if:




     (i) the Indenture Trustee fails to comply with Section 6.11;




     (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in
an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now
or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, shall have entered a decree or order granting relief or appointing a
receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar
official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s
property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs,
provided any such decree or order shall have continued unstayed and in effect for a period
of 30 consecutive days;



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     (iii) the Indenture Trustee commences a voluntary case under any federal or state
banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal
or state bankruptcy, insolvency or other similar law, or consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator,
sequestrator or other similar official for the Indenture Trustee or for any substantial part
of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or
fails generally to pay its debts as such debts become due or takes any corporate action in
furtherance of any of the foregoing; or



     (iv) the Indenture Trustee otherwise becomes incapable of acting.



     Upon the resignation or required removal of the Indenture Trustee, or the failure of the
Noteholders to appoint a successor Indenture Trustee following the removal without cause of the
Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring
Indenture Trustee), the Issuer shall be required promptly to appoint a successor Indenture Trustee.
Any successor Indenture Trustee must at all times have a combined capital and surplus of at least
$50,000,000, a long-term debt rating of “[A]” or better by Standard & Poor’s and Moody’s or be
otherwise acceptable to each Rating Agency and also satisfy the requirements of Section 310(a) of
the TIA. Additionally, prior to the appointment of any successor Indenture Trustee, the Rating
Agency Condition must be satisfied with respect to such successor Indenture Trustee.



     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective and the successor Indenture Trustee, without any further
act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture, subject to satisfaction of the Rating Agency Condition. The successor
Indenture Trustee shall mail a notice of its succession to the Noteholders and the [Cap
Provider][Swap Counterparty]. The retiring Indenture Trustee shall promptly transfer all property
held by it as Indenture Trustee to the successor Indenture Trustee.



     If a successor Indenture Trustee does not take office within 30 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or Noteholders
holding not less than a Majority Interest of the Notes, voting together as a single class, may
petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.



     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.



     Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture
Trustee pursuant to any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment
of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of
the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to
payment or reimbursement of such amounts as such Person is entitled pursuant to Section
6.07.



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     SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to another corporation or depository institution the resulting, surviving
or transferee corporation, without any further act, shall be the successor Indenture Trustee;
provided, that such corporation or depository institution shall be otherwise qualified and eligible
under Section 6.11. The Indenture Trustee shall provide each Rating Agency prior written
notice of any such transaction.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture, the Notes shall have been
authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee and deliver such Notes so authenticated,
and in case at that time the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee, and in all such cases such certificates shall
have the full force that it is anywhere in the Notes or in this Indenture provided that the
certificate of the Indenture Trustee shall have.



     SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.



     (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate may
at the time be located, the Indenture Trustee and the Administrative Agent acting jointly shall
have the power and may execute and deliver all instruments to appoint one or more Persons to act as
a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the
Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Owner Trust Estate or any part hereof and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee and the Administrative Agent may consider necessary or desirable. If the Administrative
Agent shall not have joined in such appointment within 15 days after it received a request that it
so join, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice to Noteholders or the [Cap Provider][Swap
Counterparty] of the appointment of any co-trustee or separate trustee shall be required under
Section 6.08.



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




     (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the Indenture
Trustee and such separate trustee or co-trustee jointly (it being intended that such
separate trustee or co-trustee is not authorized to act separately without the Indenture
Trustee joining in such act), except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed, the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Collateral or



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any portion thereof in any such jurisdiction) shall be exercised and performed singly
by such separate trustee or co-trustee, but solely at the direction of the Indenture
Trustee;




     (ii) no separate trustee or co-trustee hereunder shall be personally liable by reason
of any act or omission of any other trustee hereunder; and




     (iii) the Indenture Trustee and the Administrative Agent may at any time accept the
resignation of or remove any separate trustee or co-trustee.



     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then-separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or separately, as may be
provided therein, subject to all the provisions of this Indenture and specifically including every
provision of this Indenture relating to the conduct of, affecting the liability of or affording
protection to the Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee and a copy thereof given to the Administrative Agent.



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, then all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture
Trustee to the extent permitted by law, without the appointment of a new or successor trustee.
Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee
or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this
Indenture.



     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times
satisfy the requirements of Section 310(a) of the TIA and shall in addition have a combined capital
and surplus of at least $[50,000,000] (as set forth in its most recent published annual report of
condition) and a long-term debt rating of “[A]” or better by Standard & Poor’s and Moody’s or be
otherwise acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the
requirements of Section 310(b) of the TIA, including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded
form the operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusions set forth in TIA
Section 310(b)(1) are met. The Depositor, the Administrative Agent, the Servicer and their
respective Affiliates may maintain normal commercial banking relationships with the Indenture
Trustee and its Affiliates, but neither the Issuer nor any Affiliate of the Issuer may serve as
Indenture Trustee.



     SECTION 6.12 Trustee as Holder of the 200[ ]-[ ] SUBI Certificate. So long as any
Notes are Outstanding, to the extent that the Issuer has rights as a Holder of the 200[ ]-[ ]
SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any
actions



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taken by the Depositor, the Issuer may initiate such action or grant such consent only with
consent of the Indenture Trustee. To the extent that the Indenture Trustee has rights as a Holder
of the 200[ ]-[ ] SUBI Certificate or has the right to consent or withhold consent with respect
to actions taken by the Depositor, the Issuer, such rights shall be exercised or consent granted
(or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes
voting together as a single class; provided, however, that subject to Section
3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer
Default shall be made by Noteholders holding not less than 66 2/3% of the Outstanding Amount,
voting together as a single class, and with respect to Section 11.15, such direction shall
require the written direction of Noteholders holding 100% of the Outstanding Amount.




     SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture
Trustee hereby makes the following representations and warranties on which the Issuer and
Noteholders shall rely:




     (i) the Indenture Trustee is a national banking association duly organized, validly
existing and in good standing under the laws of the United States; and




     (ii) the Indenture Trustee has full power, authority and legal right to execute,
deliver, and, perform this Indenture and shall have taken all necessary action to authorize
the execution, delivery and performance by it of this Indenture.



     SECTION 6.14 Furnishing of Documents. The Indenture Trustee shall furnish to any
Noteholder promptly upon receipt of a written request by such Noteholder (at the expense of the
requesting Noteholder) therefor, duplicates or copies of all reports, notices, requests, demands,
certificates and any other instruments furnished to the Indenture Trustee under the Basic
Documents.



     SECTION 6.15 Interest Rate [Cap][Swap] Agreement Provisions. The Issuer has entered
into the Interest Rate [Cap][Swap] Agreement, in the form satisfactory to the Rating Agencies, to
hedge the floating rate interest expense on the Class A-4 Notes. The Issuer may, from time to time,
enter into one or more replacement Interest Rate [Cap][Swap] Agreements if any Interest Rate
[Cap][Swap] Agreement is terminated prior to its scheduled expiration pursuant to a Cap Event of
Default or a Cap Termination Event.



     (a) Except as provided in Section 8.03 of the Servicing Agreement, the Indenture
Trustee will be responsible for collecting Cap Payments and any Cap Termination Payments payable by
the [Cap Provider][Swap Counterparty].



     (b) Upon the occurrence of (i) any Cap Event of Default arising from any action taken, or
failure to act, by the [Cap Provider][Swap Counterparty], or (ii) any Cap Termination Event (except
as described in the following sentence) with respect to which the [Cap Provider][Swap Counterparty]
is an “Affected Party” (as defined in the Interest Rate [Cap][Swap] Agreement), the Indenture
Trustee may and will, at the direction of Noteholders holding not less than a Majority Interest of
the Notes, voting together as a single class, by notice to the [Cap Provider][Swap Counterparty],
designate an “Early Termination Date” (as defined in the Interest Rate [Cap][Swap] Agreement) with
respect to the Interest Rate [Cap][Swap]



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Agreement. If a Cap Termination Event occurs as a result of the insolvency or bankruptcy of
the [Cap Provider][Swap Counterparty], which event has not been otherwise cured under the terms of
the Interest Rate [Cap][Swap] Agreement, the Indenture Trustee will terminate the Interest Rate
[Cap][Swap] Agreement.




     (c) The Indenture Trustee, as assignee of the rights of the Issuer under the Interest Rate
[Cap][Swap] Agreement, may enter into any amendment or supplement to the Interest Rate [Cap][Swap]
Agreement (i) to cure any ambiguity or mistake, (ii) to correct any defective provisions or to
correct or supplement any provision therein that may be inconsistent with any other provision
therein or with the Indenture or (iii) to add any other provisions with respect to matters or
questions arising under the Interest Rate [Cap][Swap] Agreement; provided, in the case of clause
(iii), that such amendment will not adversely affect in any material respect the interest of any
Noteholder. Any such amendment shall be deemed not to adversely affect in any material respect the
interests of any Noteholder if the Rating Agency Condition is satisfied with respect to such
amendment and an Officer’s Certificate to that effect is delivered from the Servicer to the
Indenture Trustee.



     (d) The Indenture Trustee shall notify the [Cap Provider][Swap Counterparty] of any proposed
amendment or supplement to any of the Basic Documents. If such proposed amendment or supplement
would adversely affect any of the [Cap Provider’s][Swap Counterparty’s] rights or obligations under
the Interest Rate [Cap][Swap] Agreement, the Indenture Trustee shall obtain the consent of the [Cap
Provider][Swap Counterparty] prior to the adoption of such amendment or supplement;
provided, that the [Cap Provider][Swap Counterparty]’s consent to any such amendment or
supplement shall not be unreasonably withheld, and provided, further, that the [Cap
Provider][Swap Counterparty]’s consent will be deemed to have been given if the [Cap Provider][Swap
Counterparty] does not object in writing within 10 days of receipt of a written request for such
consent.



     SECTION 6.16 Preferred Collection of Claims Against Issuer. The Indenture Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated.



ARTICLE SEVEN




NOTEHOLDERS’ LISTS AND REPORTS




     SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses. The Note
Registrar shall furnish or cause to be furnished to the Indenture Trustee, the Owner Trustee, the
Servicer or the Administrative Agent, within [15] days after receipt by the Note Registrar of a
written request therefrom, a list of the names and addresses of the Noteholders of any Class as of
the most recent Deposit Date. If three or more Noteholders, or one or more Holders evidencing not
less than 25% of the Outstanding Amount of the Notes (hereinafter referred to as
“Applicants”), apply in writing to the Indenture Trustee, and such application states that
the Applicants desire to communicate with other Noteholders with respect to their rights under this
Indenture or under the Notes and such application is accompanied by a copy of the communication
that such Applicants propose to transmit, then the Indenture Trustee shall, within



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[five] Business Days after the receipt of such application, afford such Applicants access,
during normal business hours, to the current list of Noteholders. The Indenture Trustee may elect
not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the
desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to
all Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Indenture
Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the
Servicer or the Administrative Agent shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Noteholders under this Indenture, regardless
of the source from which such information was derived.




     If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the Issuer
shall furnish or cause to be furnished to the Indenture Trustee (i) not more than [five] days after
each Deposit Date a list, in such form as the Indenture Trustee may reasonably require, of the
names and addresses of the Noteholders as of such Deposit Date and (ii) at such other times as the
Indenture Trustee may request in writing, within [30] days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than [ten] days prior to the time
such list is furnished.



     Notwithstanding the foregoing, so long as the Indenture Trustee is the Note Registrar no such
list shall be required to be furnished to the Indenture Trustee, and so long as the Notes are
issued as Book-Entry Notes, no such list shall be required to furnished to the Indenture Trustee,
Owner Trustee, Servicer or Administrative Agent.



     SECTION 7.02 Preservation of Information; Communications to Noteholders.



     (a) The Indenture Trustee shall preserve in as current a form as is reasonably practicable the
names and addresses of the Noteholders contained in the most recent list furnished to the Indenture
Trustee as provided in Section 7.01 and the names and addresses of Noteholders received by
the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.



     (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with
respect to their rights under this Indenture or under the Notes.



     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA
Section 312(c).



     SECTION 7.03 Reports by Issuer.



     (a) The Issuer shall:




     (i) file with the Indenture Trustee, within 15 days after the Issuer is required to
file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by the rules and regulations prescribe) that the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;



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     (ii) file with the Indenture Trustee and the Commission in accordance with the rules
and regulations prescribed from time to time by the Commission such additional information,
documents and reports with respect to compliance by the Issuer with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations; and




     (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail
to all Noteholders described in TIA Section 313(c)) such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of
this Section 7.03(a) and by rules and regulations prescribed from time to time by
the Commission.



     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on [March
31] of each year, unless the fiscal year of the Servicer ends on some other date, in which case,
the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer.



     SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within
60 days after each fiscal year of the Issuer, beginning with [March 31, 2007], the Indenture
Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA
Section 313(b).



     A copy of each report at the time of its mailing to Noteholders shall be filed by the
Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are
listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock
exchange.



     SECTION 7.05 Indenture Trustee Website. The Indenture Trustee may make available to
the Noteholders, via the Indenture Trustee’s website, all reports or notices required to be
provided by the Indenture Trustee under the terms of this Indenture and, with the consent or at the
direction of the Servicer, such other information regarding the Notes as the Indenture Trustee may
have in its possession, but only with the use of a password provided by the Indenture Trustee. Any
information that is disseminated in accordance with the provisions of this Section 7.05 shall not
be required to be disseminated in any other form or manner. Except for documents prepared by the
Indenture Trustee and subject to its obligations under this Indenture, the Indenture Trustee will
make no representation or warranties as to the accuracy or completeness of such documents and will
assume no responsibility therefor.



     The Indenture Trustee’s internet website shall be initially located at www.[                    ].com
or at such other address as shall be specified by the Indenture Trustee from time to time in
writing to the parties hereto. In connection with providing access to the Trustee’s internet
website, the Indenture Trustee may require registration and the acceptance of a disclaimer.



ARTICLE EIGHT




ACCOUNTS, DISBURSEMENTS AND RELEASES




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     SECTION 8.01 Collection of Money. Except as otherwise expressly provided herein, the
Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Owner Trust Estate,
the Indenture Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim an Indenture Default under this Indenture and any
right to proceed thereafter as provided in Article Five.



     SECTION 8.02 Accounts.



     (a) Pursuant to Section 5.01 of the Trust Agreement, there has been established and
there shall be maintained an Eligible Account (initially at [U.S. Bank]) in the name of the
Indenture Trustee until the Outstanding Amount of Notes is reduced to zero, and thereafter, in the
name of the Issuer, which is designated as the “Reserve Account”. The Reserve Account
shall be held for the benefit of the Securityholders, and shall bear a designation clearly
indicating that the funds on deposit therein are held for the benefit of the Securityholders. The
Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the
Outstanding Amount of Notes has been reduced to zero, and thereafter under the sole dominion and
control of the Issuer.



     (b) The Issuer shall cause the Depositor, prior to the Closing Date, to establish and maintain
an Eligible Account in the name of the Indenture Trustee on behalf of the Noteholders, which shall
be designated as the “Note Distribution Account”. The Note Distribution Account shall be
held in trust for the benefit of the Noteholders. The Note Distribution Account shall be under the
sole dominion and control of the Indenture Trustee.



     (c) All monies deposited from time to time in the Accounts pursuant to this Indenture or the
200[ ]-[ ] Servicing Supplement shall be held by the Indenture Trustee as part of the Collateral
and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible
Account, the Indenture Trustee, until the Outstanding Amount of Notes has been reduced to zero, and
thereafter with respect to the Reserve Account, the Issuer shall, as necessary, assist the Servicer
in causing each Account to be moved to an institution at which it shall be an Eligible Account.



     SECTION 8.03 Payment Date Certificate.



     (a) The Issuer shall cause the Servicer to agree to deliver to the Indenture Trustee, the
Owner Trustee and each Paying Agent hereunder or under the Trust Agreement, a certificate (the
“Payment Date Certificate”) prior to 3:00 p.m., New York City time on the tenth calendar
day of each month or, if the 10thday is not a Business Day, the next succeeding Business
Day, including, among other things, the following information with respect to the Payment Date in
such month and the related Collection Period and Accrual Period:



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     (i) the amount of SUBI Collections allocable to the 200[ ]-[ ] SUBI Certificate;




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




     (iii) the amount of interest accrued during such Accrual Period on each Class of the
Notes;




     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note
Balance, the Class A-4 Note Balance and the Certificate Balance, in each case on the day
immediately preceding such Payment Date;




     (v) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if
any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve
Account on such Payment Date after giving effect to withdrawals therefrom and deposits
thereto in respect of such Payment Date and (E) the change in such balance from the
immediately preceding Payment Date;




     (vi) the Note Distribution Amount for each Class of Notes and the Certificate
Distribution Amount;




     (vii) the amount of the Note Distribution Amount allocable to interest on and principal
of the Notes and any Principal Carryover Shortfall for each Class of the Notes;




     (viii) the amount of any principal paid on, and Principal Carryover Shortfall for, the
Trust Certificates;




     (ix) the Monthly Principal Distributable Amount and the Optimal Principal Distributable
Amount;




     (x) the Note Factor for each Class of the Notes and the Certificate Factor for the
Trust Certificates after giving effect to the distribution of the Note Distribution Amount
and the Certificate Distribution Amount, respectively;




     (xi) the aggregate amount of Residual Value Losses and Residual Value Surplus for such
Collection Period;




     (xii) the amount of Sales Proceeds Advances and Monthly Payment Advances included in
Available Funds;




     (xiii) the amount of any Payment Date Advance Reimbursement for such Collection Period;




     (xiv) the [Cap] [Swap] Payments or any [Cap] [Swap] Termination Payment received by the
Issuer from the [Cap Provider][Swap Counterparty];



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     (xv) the amount of the [Swap] [Cap] Payments and the [Swap] [Cap] Termination Payments
received, if any, due to the [Cap Provider] [Swap Counterparty] under the [Cap] [Swap]
Agreement.




     (xvi) the Servicing Fee for such Collection Period;




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




     (xviii) any material change in practices with respect to charge-offs, collection and
management of delinquent Leases, and the effect of any grade period, re-aging, re-structure,
partial payments or other practices on delinquency and loss experience,




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




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




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




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




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



     Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be
expressed in the aggregate and as a dollar amount per $[1,000] of original principal balance of a
Note or Trust Certificate, as applicable.



     (b) The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy
of any of the information or numbers set forth in the Payment Date Certificate delivered to the
Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully
protected in relying upon such Payment Date Certificate.



     SECTION 8.04 Disbursement of Funds.




     (a) On each Payment Date, prior to 11:00 a.m., New York City time, the Trustee (acting through
the Trust Agent) shall, in accordance with the related Payment Date Certificate and pursuant to the
instructions of the Servicer, transfer from the 200[ ]-[ ] SUBI Collection Account all
Securityholder Available Funds and apply such amount, in accordance with the following priorities:




     (i) to the Note Distribution Account, for payment to the Noteholders, an amount equal
to the interest accrued at the applicable Interest Rate for such Class of Notes during the
related Accrual Period on the applicable Outstanding Amount of Notes (plus any accrued and
unpaid interest with respect to any prior Accrual Period) for such



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Class (and, to the extent permitted by applicable law, interest on any overdue interest
at the Overdue Interest Rate), on a pro rata basis;




     (ii) to the related Distribution Account the Monthly Principal Distributable Amount
distributable to each Class of Notes and the Trust Certificates, in the following order of
priority:




	 	(A)	 	on any Payment Date (so long as the maturity of
the Notes has not been accelerated pursuant to Section 5.02):






     (1) to the Class A-1 Notes until the Class A-1 Notes have been paid in
full;




     (2) after the principal amount of the Class A-1 Notes is reduced to
zero, to the Class A-2 Notes until the Class A-2 Notes have been paid in
full;




     (3) after the principal amount of the Class A-2 Notes is reduced to
zero, to the Class A-3 Notes until the Class A-3 Notes have been paid in
full;




     (4) after the principal amount of the Class A-3 Notes is reduced to
zero, to the Class A-4 Notes until the Class A-4 have been paid in full;




     (5) after the principal amount of the Class A-4 Notes is reduced to
zero, to the Certificate Distribution Account for distribution of principal
to the Trust Certificateholders, until the Trust Certificates have been paid
in full; and




	 	(B)	 	on any Payment Date after the maturity of the
Notes has been accelerated pursuant to Section 5.02:






     (1) first, to the Class A-1 Noteholders (until the Class A-1 Notes have
been paid in full) and second, to the other Noteholders pro rata (based on
the Outstanding Amount of Notes of each such Class on such Payment Date),
until all Notes have been paid in full, and




     (2) to the Certificate Distribution Account, for distribution to the
Trust Certificateholders for amounts due and unpaid in respect of the
principal amount of the Trust Certificates, until the Trust Certificates
have been paid in full;




     (iii) until all Class of Notes have been paid in full, to the Reserve Account, any
remaining funds, until the Reserve Account Requirement has been satisfied; and




     (iv) to the Certificate Distribution Account for the Depositor.



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     (b) On each Payment Date, after taking into account amounts to be distributed to
Securityholders from the 200[ ]-[ ] SUBI Collection Account, the Servicer will allocate the
Reserve Account Draw Amount, if any, reflected in the Payment Date Certificate with respect to the
related Collection Period and will instruct the Indenture Trustee to make the following deposits
and distributions from the Reserve Account in the following amounts (but not to exceed the Reserve
Account Draw Amount) and order of priority, prior to 11:00 a.m., New York City time:




     (i) to the Note Distribution Account, to pay any remaining interest due on the
outstanding Notes on such Payment Date (and, to the extent permitted under applicable law,
interest on any overdue interest at the Overdue Interest Rate); and




     (ii) to the Note Distribution Account, to pay principal of the Notes in the amounts and
order of priority set forth in Section 8.04(a)(ii).



     (c) If on any Payment Date, after giving effect to all deposits to and withdrawals from the
Reserve Account, the amount on deposit in the Reserve Account exceeds the Reserve Account
Requirement, the Indenture Trustee shall distribute any such excess amounts to the Depositor. Upon
any such distributions, the Securityholders will have no further rights in, or claims to such
amounts.



     (d) On each Payment Date or Redemption Date, from the amounts on deposit in the Note
Distribution Account, the Indenture Trustee shall duly and punctually distribute payments of
principal and interest on the Notes due and by check mailed to the Person whose name appears as the
registered holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the related Deposit Date, except that with respect to Notes registered on the
Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and
(ii) a Person (other than the nominee of DTC) that holds Notes with original denominations
aggregating at least $1 million and has given the Indenture Trustee appropriate written
instructions at least [five] Business Days prior to the related Deposit Date (which instructions,
until revised, shall remain operative for all Payment Dates thereafter), payments will be made by
wire transfer in immediately available funds to the account designated by such nominee or Person.
Such checks shall be mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of the applicable Deposit Date without requiring that the Note be
submitted for notation of payment. Any reduction in the principal amount of any Note (or any one or
more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall
be binding upon all future holders of any Note issued upon the registration of transfer thereof or
in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under
the Code by any Person from payment to any Noteholder of interest or principal shall be considered
to have been paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If
funds are expected to be available, pursuant to the notice delivered to the Indenture Trustee, for
payment in full of the remaining unpaid principal amount of the Notes on a Payment Date or
Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will
notify each Person who was the registered holder of a Note as of the Deposit Date preceding the
most recent Payment Date or Redemption Date by notice mailed not less than [15] but no more than
[30] days of such Payment Date or Redemption Date and the amount then due and payable shall be
payable only



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46









 







upon presentation and surrender of the Note at the Corporate Trust Office of the Indenture
Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in
The Borough of Manhattan in The City of New York.




     (e) On each Payment Date, the Indenture Trustee shall send by first class mail an unaudited
report (which may be or may be based upon the Payment Date Certificate prepared by the Servicer) to
each Person that was a Noteholder as of the close of business on the related Deposit Date (which
shall be Cede & Co. as the nominee of DTC unless Definitive Notes are issued under the limited
circumstances described herein), and each Rating Agency setting forth the following information
with respect to such Payment Date or the related Deposit Date or Collection Period, as the case may
be:




     (i) the amount of SUBI Collections allocable to the 200[ ]-[ ] SUBI Certificate;




     (ii) the amount of Available Funds;




     (iii) the amount of interest accrued during such Accrual Period on each Class of the
Notes;




     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note
Balance, the Class A-4 Note Balance and the Certificate Balance, in each case before giving
effect to payments on such Payment Date;




     (v) (A) the Reserve Account Requirement, (B) the Reserve Account Deposit Amount, if
any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve
Account on such Payment Date after giving effect to withdrawals therefrom and deposits
thereto in respect of such Payment Date and (E) the change in such balance from the
immediately preceding Payment Date;




     (vi) the Note Distribution Amount for each Class of Notes and the Certificate
Distribution Amount;




     (vii) the amount of the Note Distribution Amount allocable to interest on and principal
of the Notes and any Principal Carryover Shortfall for each Class of the Notes;




     (viii) the amount of any principal paid on, and Principal Carryover Shortfall for, the
Trust Certificates;




     (ix) the Note Factor for each Class of the Notes and the Certificate Factor for the
Trust Certificates after giving effect to the distribution of the Note Distribution Amount
and the Certificate Distribution Amount, respectively;




     (x) the aggregate amount of Residual Value Losses and Residual Value Surplus for such
Collection Period;




     (xi) the amount of Sales Proceeds Advances and Monthly Payment Advances included in
Available Funds;



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     (xii) the amount of any Payment Date Advance Reimbursement for such Collection Period;




     (xiii) the Cap Payments or any Cap Termination Payment; and




     (xiv) the Servicing Fee for such Collection Period.



     Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above shall be
expressed in the aggregate and as a dollar amount per $[1,000] of original principal balance of a
Note or Trust Certificate, as applicable. Note Owners may obtain copies of such reports upon a
request in writing to the Indenture Trustee at the Corporate Trust Office.



     SECTION 8.05 General Provisions Regarding Accounts. 



     (a) For so long as no Default or Indenture Default shall have occurred and be continuing, all
of the funds in the Reserve Account shall be invested and reinvested by the Indenture Trustee,
until the Outstanding Amount of the Notes has been reduced to zero and thereafter by the Owner
Trustee, at the direction of the Administrative Agent in Permitted Investments as set forth in
Section 4.02(a) of the Titling Trust Agreement, which mature no later than the Deposit Date
succeeding the date of such investment, including those offered by the Indenture Trustee or an
Affiliate thereof. No such investment shall be sold prior to maturity. Any investment earnings on
the Reserve Account will be taxable to the Depositor. On each Payment Date, net investment earnings
on the Reserve Account shall be deposited in the Reserve Account.



     (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held
liable by reason of any insufficiency in the Reserve Account resulting from any loss on any
Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s
failure to make payments on any such Permitted Investments issued by the Indenture Trustee in its
commercial capacity as principal obligor and not as trustee, in accordance with their terms.



     (c) If (i) the Administrative Agent shall have failed to give investment directions for any
funds on deposit in the Reserve Account to the Indenture Trustee by 3:00 p.m., New York City time
(or such other time as may be agreed by the Administrative Agent and Indenture Trustee), on any
Business Day or (ii) a Default or Indenture Default shall have occurred and be continuing with
respect to the Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.02 or (iii) if the Notes shall have been declared due and payable following an
Indenture Default, amounts collected or receivable from the Owner Trust Estate are being applied in
accordance with Section 5.05 as if there had not been such a declaration, then the
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in
investments that are Permitted Investments as set forth in paragraph (vi) of the definition
thereof.



     SECTION 8.06 Release of Owner Trust Estate.



     (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the
Indenture Trustee may, and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by the Indenture



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Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s
authority, inquire into the satisfaction of any conditions precedent or see to the application of
any monies.




     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining
portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust
Accounts. Such release shall include delivery to the Issuer or its designee of the 200[ ]-[ ]
SUBI Certificate and delivery to the Securities Intermediary under the Control Agreement of a
certificate evidencing the release of the lien of this Indenture and transfer of dominion and
control over the Reserve Account to the Issuer. The Indenture Trustee shall release property from
the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request.



     SECTION 8.07 Release of Interest In 200[ ]-[ ] Leases and 200[ ]-[ ] Vehicles Upon
Purchase or Reallocation by the Servicer.



     (a) Upon the reallocation or purchase of any 200[ ]-[ ] Lease and related 200[ ]-[ ]
Vehicle by the Servicer pursuant to Section 8.02 of the Servicing Agreement, the Indenture
Trustee, on behalf of the Noteholders, shall, without further action, be deemed to release from the
lien of this Indenture any and all rights to receive monies due or to become due with respect to
such purchased or reallocated 200[ ]-[ ] Lease and related 200[ ]-[ ] Vehicle and all proceeds
thereof and the other property with respect to such 200[ ]-[ ] Lease and related 200[ ]-[ ]
Vehicle, and all security and any documents relating thereto, and such 200[ ]-[ ] Lease and
related 200[ ]-[ ] Vehicle and all such related security and documents shall be free of any
further obligation to the Issuer, the Indenture Trustee or the Noteholders.



     (b) The Indenture Trustee shall execute such documents and instruments and take such other
actions as shall be reasonably requested by the Servicer to effect the release of such rights with
respect to such 200[ ]-[ ] Lease and related 200[ ]-[ ] Vehicle pursuant hereto and the
assignment of such 200[ ]-[ ] Lease and 200[ ]-[ ] Vehicle by the Issuer.



     SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at least [seven]
days notice when requested by the Issuer to take any action pursuant to Section 8.06(a)
(provided that the Indenture Trustee in its discretion may waive such notice), accompanied by
copies of any instruments involved, and the Indenture Trustee may also require (and shall require,
to the extent required by the TIA), except in connection with any action contemplated by
Section 8.06(b), as a condition to such action, an Opinion of Counsel, in form and
substance satisfactory to the Indenture Trustee, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel shall
not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel
rendering any such opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.



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ARTICLE NINE




SUPPLEMENTAL INDENTURES




     SECTION 9.01 Supplemental Indentures Without Consent of Noteholders. 



     (a) Except as provided in Section 9.02, without the consent of any other Person, the
Issuer and the Indenture Trustee (when so directed by an Issuer Request), may enter into one or
more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose
of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i)
either (A) any amendment or supplemental indenture that materially and adversely affects the
interests of the Noteholders shall require the consent of Noteholders holding not less than a
Majority Interest of the Notes voting together as a single class, or (B) such amendment or
supplemental indenture shall not, as evidenced by an Officer’s Certificate of the Depositor
delivered to the Indenture Trustee, materially and adversely affect the interests of the
Noteholders and (ii) any supplement that adversely affects the interests of the Servicer, the Trust
Certificateholder, the Indenture Trustee, the Owner Trustee or the Administrative Agent shall
require the prior consent of the Persons whose interests are adversely affected. A supplement 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 supplement and the Officer’s Certificate
described in the preceding sentence is provided to the Indenture Trustee. The consent of the
Servicer, the Trust Certificateholder, the Owner Trustee or the Administrative Agent shall be
deemed to have been given if the Depositor does not receive a written objection from such Person
within [10] Business Days after a written request for such consent shall have been given.



     (b) 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 or supplement, but it shall be
sufficient if such Person consents to the substance thereof.



     (c) Notwithstanding anything herein to the contrary, any term or provision of this Indenture
may be amended or supplemented by the Issuer and the Indenture Trustee (when so directed by an
Issuer Request) 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 9.01(b)(i)(B) is delivered to the Indenture Trustee.



     (d) Not less than [15] days prior to the execution of any amendment or supplemental indenture
pursuant to this section or Section 9.02, the Issuer 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 supplement. No later than [10] Business Days after the execution
of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating
Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.



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     (e) The Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and stipulations as may be
therein contained.



     (f) Prior to the execution of any amendment or supplemental indenture the Indenture Trustee
shall receive an Opinion of Counsel to the effect that such action shall not (A) affect the
treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable
exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Depositor or the
Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes.



     (g) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which
such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting
forth in general terms the substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.



     (h) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency
Condition has been satisfied with respect to any amendment or supplemental indenture. When the
Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the
Servicer shall deliver to a Responsible Officer of the Indenture Trustee an Officer’s Certificate
to that effect, 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 or
supplemental indenture.



     SECTION 9.02 Supplemental Indentures With Consent of Noteholders. The Issuer and the
Indenture Trustee, when requested by an Issuer Request, also may, with the consent of Noteholders
holding not less than a Majority Interest of the Notes voting together as a single class, by Act of
such Noteholders delivered to the Issuer and the Indenture Trustee, enter into one or more
amendments or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Noteholders under this Indenture subject to prior notice to the Rating
Agencies and provided that no such supplemental indenture shall, without the consent of the
Noteholder of each Outstanding Note affected thereby:



     (a) change the Note Final Scheduled Payment Date of or the date of payment of any installment
of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate
thereon or the Redemption Price with respect thereto;



     (b) reduce the percentage of the Outstanding Amount, the consent of the Noteholders of which
is required for any such amendment or supplemental indenture or the consent of the Noteholders of
which is required for any waiver of compliance with provisions of this Indenture or Indenture
Defaults hereunder and their consequences provided for in this Indenture;



     (c) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;



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     (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee
to direct the Issuer to sell the Owner Trust Estate pursuant to Section 5.04, if the
proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid
interest on the Notes;



     (e) modify any provision of this Section, except to increase any percentage specified herein
or to provide that certain additional provisions of this Indenture or the other Basic Documents
cannot be modified or waived without the consent of the Noteholder of each Outstanding Note
affected thereby;



     (f) modify any of the provisions of this Indenture in such manner as to affect the calculation
of the amount of any payment of interest or principal due on any Note on any Payment Date
(including the calculation of any of the individual components of such calculation);



     (g) permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Owner Trust Estate or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any property at any time subject
hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or



     (h) impair the right to institute suit for the enforcement of payment as provided in
Section 5.07.



     Any such amendment or supplemental indenture shall be executed only upon delivery of an
Opinion of Counsel to the same effect as in Section 9.01(f). The Indenture Trustee may in
its discretion determine whether or not any Notes would be affected by any amendment or
supplemental indenture and any such determination shall be conclusive upon all Noteholders, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be
liable for any such determination made in good faith.



     It shall not be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or
supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the
Noteholders to which such amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such amendment or supplemental indenture. Any failure of the
Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment or supplemental indenture.



     SECTION 9.03 Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee may but shall not be
obligated to enter into



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any such supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or indemnities under this Indenture or otherwise.




     SECTION 9.04 Effect of Supplemental Indenture. Upon the execution of any amendment or
supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be
deemed to be modified and amended in accordance therewith with respect to the Notes affected
thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Indenture Trustee, the Issuer, the Owner Trustee and the
Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.



     SECTION 9.05 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.



ARTICLE TEN




REDEMPTION OF NOTES




     SECTION 10.01 Redemption.



     (a) Pursuant to Section 9.03 of the Trust Agreement, the Servicer shall be permitted
at its option to purchase the 200[ ]-[ ] SUBI Certificate from the Issuer on any Redemption Date
relating to the exercise of an Optional Purchase. In connection with the exercise of an Optional
Purchase, the Servicer will deposit the Optional Purchase Price into the 200[ ]-[ ] SUBI
Collection Account on the Deposit Date relating to the Redemption Date. In connection with an
Optional Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not in part,
for the Redemption Price and the 200[ ]-[ ] SUBI Certificate shall be delivered to or upon the
order of the Servicer.



     (b) In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to
11:00 a.m., New York City time, the Servicer shall transfer the Optional Purchase Price as part of
the Available Funds from the 200[ ]-[ ] SUBI Collection Account as follows: (i) to the Note
Distribution Account, the Redemption Price and (ii) to the Certificate Distribution Account, the
Repayment Price.



     (c) If the Notes are to be redeemed pursuant to this Section, the Administrative Agent or the
Issuer shall provide at least [10] days’ prior notice (or such longer time period as required by
the Depository Agreement) of the redemption of the Notes to the Indenture Trustee, the



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Owner Trustee and the [Cap Provider][Swap Counterparty], and the Indenture Trustee shall
provide at least [10] days’ (but no more than [30] days’) notice thereof to the Noteholders.




     SECTION 10.02 Form of Redemption Notice. Notice of redemption under Section
10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed to
each Holder of Notes as of the close of business on the Deposit Date preceding the applicable
Redemption Date at such Holder’s address appearing in the Note Register. In addition, the
Administrative Agent shall notify each Rating Agency upon the redemption of the Notes, pursuant to
the Trust Administration Agreement.



     All notices of redemption shall state:



     (a) the Redemption Date;



     (b) the Redemption Price;



     (c) the place where the Notes to be redeemed are to be surrendered for payment of the
Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in
Section 3.02); and



     (d) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Note and that interest thereon shall cease to accrue from and after the Redemption Date.



     Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at
the expense of the Issuer. Failure to give notice of redemption (or any defect therein) to any
Noteholder shall not impair or affect the validity of the redemption of any other Note.



     SECTION 10.03 Notes Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption as required by Section 10.02, become due and payable on the
Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to
which accrued interest is calculated for purposes of calculating the Redemption Price.



ARTICLE ELEVEN




MISCELLANEOUS




     SECTION 11.01 Compliance Certificates and Opinions. 



     (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and each
Rating Agency (i) an Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have
been complied with and (iii) if required by the TIA, an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this Section, except that, in
the case of any such application or request as to which the furnishing of such documents



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is specifically required by any provision of this Indenture, no additional certificate or
opinion need be furnished.




     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




     (i) a statement that each signatory of such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (iii) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been complied with; and




     (iv) a statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with.



     (b) In addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture:




     (i) Prior to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property or securities
subject to the lien of this Indenture, the Issuer shall furnish to the Indenture Trustee (if
so requested by the Indenture Trustee or required by the TIA) an Officer’s Certificate
certifying or stating the opinion of each Person signing such certificate as to the fair
value (within [90] days of such deposit) to the Issuer of the Collateral or other property
or securities to be so deposited.




     (ii) Whenever the Issuer would be required to furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (i) above if such an Officer’s Certificate had been required by
the Indenture Trustee or required by the TIA, regardless of whether such an Officer’s
Certificate was so requested or required, the Issuer shall deliver to the Indenture Trustee
an Independent Certificate as to the same matters, if the fair value of the property or
securities to be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then-current calendar year of the
Issuer, as set forth in the Officer’s Certificate delivered pursuant to clause (i) above, is
[10]% or more of the Outstanding Amount; provided, however, such Independent
Certificate need not be furnished with respect to any securities so deposited, if the fair
value thereof to the Issuer as set forth in the related Officer’s Certificate is less than
$[25,000] or less than [1]% of the Outstanding Amount.




     (iii) Other than with respect to any release described in clause (A) or (B) of
Section 11.01(b)(v), whenever any property or securities are to be released from the
lien



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of this Indenture, the Issuer shall also furnish to the Indenture Trustee (if so
requested by the Indenture Trustee or required by the TIA) an Officer’s Certificate
certifying or stating the opinion of each Person signing such certificate as to the fair
value (within [90] days of such release) of the property or securities proposed to be
released and stating that in the opinion of such Person, the proposed release will not
impair the security under this Indenture in contravention of the provisions hereof.




     (iv) Whenever the Issuer would be required to furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above if such an Officer’s Certificate had been required
by the Indenture Trustee or required by the TIA, regardless of whether such an Officer’s
Certificate was so requested or required, the Issuer shall furnish to the Indenture Trustee
an Independent Certificate as to the same matters, if the fair value of the property or
securities and of all other property, or securities (other than property described in
clauses (A) or (B) of Section 11.01(b)(v)) released from the lien of this Indenture
since the commencement of the then current calendar year, as set forth in the Officer’s
Certificates required by clause (iii) above and this clause, equals [10]% or more of the
Outstanding Amount, but such Officer’s Certificate need not be furnished in the case of any
release of property or securities if the fair value thereof as set forth in the related
Officer’s Certificate is less than $[25,000] or less than [1]% of the Outstanding Amount.




     (v) Notwithstanding Section 2.08 or any other provision of this Section, the
Issuer may (A) collect, liquidate, sell or otherwise dispose of the Collateral as and to the
extent permitted or required by the Basic Documents and (B) make cash payments out of the
Accounts as and to the extent permitted or required by the Basic Documents.



     SECTION 11.02 Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



     Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of or representations by an
officer or officers of the Administrative Agent, the Depositor or the Issuer, stating that the
information with respect to such factual matters is in the possession of the Administrative Agent,
the Depositor or the Issuer, unless such officer or counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with respect to such matters
are erroneous.



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     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any terms hereof, it
is intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article Six.



     SECTION 11.03 Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Indenture Trustee,
and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if
made in the manner provided in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.



     (c) The ownership of Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the holder of any Note shall bind the holder of every Note issued upon the registration thereof or
in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.



     SECTION 11.04 Notices. All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first-class United States mail,
postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each
case as follows: (i) if to the Issuer c/o the Owner Trustee, at Rodney Square North, 1100 N. Market
Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust
Administration with a copy to the Administrative Agent, at 990 West 190th Street, M-9-A Torrance,
California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; (ii) if to the Indenture
Trustee, at [209 South LaSalle Street, Suite 300, Chicago, IL 60604



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57









 







(telecopier no. (312) 325-8905), Attention: Nissan Auto Lease Trust 200[ ]-[ ]]; (iii) if to
Moody’s, to Moody’s Investors Services, Inc., 99 Church Street, New York, New York 10007
(telecopier no. (212) 553-7820), Attention: ABS Monitoring Group; (iv) if to Standard & Poor’s, to
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street,
New York, New York, 10041 (telecopier no. (212) 208-0030), Attention: Asset Backed Monitoring
Group; or (v) at such other address as shall be designated by any of the foregoing in a written
notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of
such communication by an officer of the recipient entitled to receive such notices located at the
address of such recipient for notices hereunder.




     SECTION 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first class, postage prepaid to each
Noteholder affected by such event, at its address as it appears on the Note Register, not later
than the latest and not earlier than the earliest date prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given. 



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.



     Where this Indenture provides for notice to each Rating Agency, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute an Indenture Default.



     SECTION 11.06 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     SECTION 11.07 Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so express or not. All
agreements of the Indenture Trustee in this Indenture shall bind its successors.



     SECTION 11.08 Severability. If any one or more of the covenants, agreement,
provisions or terms of this Indenture shall be for any reason whatsoever held invalid or
unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be



Indenture




58









 







deemed severable from the remaining covenants, agreements provisions or terms of this
Indenture and shall in no way affect the validity or enforceability of the other provisions of this
Indenture or of the Notes, the Interest Rate [Cap][Swap] Agreement or the Trust Certificates or the
rights of the Holders thereof.




     SECTION 11.09 Benefits of Indenture. Nothing in this Indenture or the Notes, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder,
the Noteholders (and, with respect to Sections 8.03 and 8.04, the Trust
Certificateholders), any other party secured hereunder, and any other Person with an ownership
interest in any part of the Owner Trust Estate, any benefit or any legal or equitable right, remedy
or claim under this Indenture.



     SECTION 11.10 Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.



     SECTION 11.11 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     SECTION 11.12 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     SECTION 11.13 Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuer
accompanied by an Opinion of Counsel (who may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



     SECTION 11.14 Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity,
(ii) any Trust Certificateholder, (iii) any owner of a beneficial interest in the Issuer or (iv)
any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any Trust Certificateholder, the Owner
Trustee or of the Indenture Trustee or any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary shall be fully liable,



Indenture




59









 







to the extent provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such entity.




     SECTION 11.15 No Petition. The Indenture Trustee, by entering into this Indenture,
and each Noteholder or Note Owner, by accepting a Note or in the case of a Note Owner, a beneficial
interest in a Note, hereby covenant and agree that prior to the date that is [one year and one day]
after the date upon which all obligations under each Securitized Financing have been paid in full,
they will not (and, to the fullest extent permitted by applicable law, the Indenture Trustee shall
not have the power to) institute against, or join any other Person in instituting against, the
Grantor, the Trustee, the Titling Trust, the Depositor, 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.



     SECTION 11.16 No Recourse. Each Noteholder or Note Owner, by acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other
writing delivered in connection therewith against (i) the Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the
Owner Trustee in its individual capacity or any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or
the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed
and except that any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.



     SECTION 11.17 Inspection. The Issuer agrees that on reasonable prior notice it will
permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to
examine all the books of account, records, reports and other papers of the Issuer, to make copies
and extracts therefrom, to cause such books to be audited by Independent certified public
accountants and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers,
employees and Independent certified public accountants, all at such reasonable times and as often
as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information, except to the extent disclosure may be required by law
(and all reasonable applications for confidential treatment are unavailing) and except to the
extent the Indenture Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder.



     SECTION 11.18 Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this instrument has been countersigned by [Wilmington Trust
Company] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall [Wilmington Trust Company] in its individual capacity or any beneficial owner
of the Issuer have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Indenture, in the performance of any duties or



Indenture




60









 







obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement.




     SECTION 11.19 Assignment of the Interest Rate [Cap][Swap] Agreement. 



     (a) The Issuer, in furtherance of the covenants of this Indenture and as security for the
Notes and the performance and observance of the provisions hereof, hereby assigns, transfers,
conveys and sets over to the Indenture Trustee, for the benefit of the Noteholders, all of the
Issuer’s estate, right, title and interest in, to and under the Interest Rate [Cap][Swap]
Agreement, including, without limitation, (i) all of the Issuer’s interest in all securities,
monies and proceeds held by the [Cap Provider][Swap Counterparty] thereunder, (ii) the right to
give all notices, consents and releases thereunder, (iii) the right to give all notices of
termination and to take any legal action upon the breach of an obligation of the [Cap
Provider][Swap Counterparty], thereunder, including the commencement, conduct and consummation of
proceedings at law or in equity, (iv) the right to receive all notices, accountings, consents,
releases and statements thereunder and (v) the right to do any and all other things whatsoever that
the Issuer is or may be entitled to do thereunder; provided so long as no Indenture Default has
occurred and is continuing hereunder, the Indenture Trustee hereby grants the Issuer a license to
exercise all of the Issuer’s rights pursuant to the Interest Rate [Cap][Swap] Agreement without
notice to or the consent of the Indenture Trustee (except as otherwise expressly required by this
Indenture), which license shall be and is hereby deemed to be automatically revoked upon the
occurrence of any Indenture Default until such time, if any, as the Indenture Default is cured or
waived. The Indenture Trustee shall have no liability with respect to any act or failure to act by
the Issuer under the Interest Rate [Cap][Swap] Agreement (provided that this sentence shall not
limit or relieve the Indenture Trustee from any responsibility it may have under this Indenture
upon the occurrence of and during the continuance of any Indenture Default hereunder).



     (b) The assignment made hereby is executed as collateral security, and the execution and
delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the
provisions of the Interest Rate [Cap][Swap] Agreement, nor shall any of the obligations contained
in the Interest Rate [Cap][Swap] Agreement be imposed on the Indenture Trustee.



     (c) Upon the retirement of the Notes and the release of the Owner Trust Estate from the lien
of this Indenture, this assignment and all rights herein assigned to the Indenture Trustee for the
benefit of the Noteholders shall cease and terminate and all the estate, right, title and interest
of the Indenture Trustee and the Noteholders in, to and under the Interest Rate [Cap][Swap]
Agreement shall revert to the Issuer and no further instrument or act shall be necessary to
evidence such termination and reversion.



     (d) The Issuer represents that the Issuer has not executed any other assignment of the
Interest Rate [Cap][Swap] Agreement.



     (e) The Issuer agrees that this assignment is irrevocable, and that it will not take any
action which is inconsistent with this assignment or make any other assignment inconsistent
herewith. The Issuer will, upon the request of the Indenture Trustee, execute all instruments of
further assurance and all such supplemental instruments with respect to this assignment as the
Indenture Trustee may specify.



Indenture




61









 








     (f) The Issuer further agrees, with respect to the Interest Rate [Cap][Swap] Agreement, as
follows:




     (i) The Issuer will obtain on or before the Closing Date the acknowledgement by [Cap
Provider][Swap Counterparty] that the Issuer is assigning all of its right, title and
interest in, to and under the Interest Rate [Cap][Swap] Agreement to the Indenture Trustee
for the benefit of the Noteholders.




     (ii) Prior to the occurrence of an Indenture Default the Issuer will deliver to the
Indenture Trustee copies of all notices and communications delivered or required to be
delivered to the Issuer pursuant to the Interest Rate [Cap][Swap] Agreement, but only if
such notice or communication relates to any (1) default under, (2) early termination or (3)
amendment of, the Interest Rate [Cap][Swap] Agreement.




     (iii) The Issuer will not enter into any agreement amending, modifying or terminating
the Interest Rate [Cap][Swap] Agreement, without (1) obtaining prior written consent of the
Noteholders holding not less than a Majority Interest of the Notes, voting together as a
single class or (2) satisfying the Rating Agency Condition, provided, that an Officer’s
Certificate to this effect has been delivered to the Indenture Trustee with respect to such
amendment, modification or termination, provided, further, (A) that neither the consent of
Noteholders holding not less than a Majority Interest of the Notes, voting together as a
single class, nor satisfaction of the Rating Agency Condition shall be required for an
amendment or modification to cure any ambiguity or to correct or supplement any provision
with respect to matters or questions arising under the Interest Rate [Cap][Swap] Agreement
which shall not be inconsistent with the provisions thereof or of this Indenture, in each
case so long as such amendment or modification does not affect in any material respects the
interests of any Noteholder (as evidenced by an Officers Certificate of the Depositor or
Opinion of Counsel acceptable to the Indenture Trustee) and (B) neither the consent of
Noteholders holding not less than a Majority Interest of the Notes, voting together as a
single class, satisfaction of the Rating Agency Condition nor an Officer’s Certificate or
Opinion of Counsel shall be required with respect to any amendment or modification that
either only corrects a manifest error or is principally and manifestly for the benefit of
the Noteholders.



     SECTION 11.20 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.



[Signature Page to Follow]




Indenture




62









 








     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized, all as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	NISSAN AUTO LEASE TRUST 200[ ]-[ ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[Wilmington Trust Company],	 	 
	 

	 	 	 	not in its individual capacity, but solely as	 	 
	 

	 	 	 	Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






     Receipt of this original counterpart of this Agreement is hereby acknowledged on this ___of [                    ].



	 	 	 	 	 
	 	NILT, INC.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Indenture




S-1





 









 








STATE OF DELAWARE




COUNTY OF NEW CASTLE





     BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on
this day personally appeared, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of the said [WILMINGTON
TRUST COMPANY], not in its individual capacity but as Owner Trustee of the NISSAN AUTO LEASE TRUST
200[ ]-[ ], a Delaware statutory trust, and that such person executed the same as the act of said
statutory trust for the purpose and consideration therein expressed, and in the capacities therein
stated.



GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___day of                     , 200[ ].



Notary Public in and for the State of DELAWARE





(Seal)




My commission expires:




                    




Indenture




 









 








STATE OF ILLINOIS




COUNTY OF COOK




     BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on
this day personally appeared, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of the said [U.S. BANK
NATIONAL ASSOCIATION], not in its individual capacity but as Indenture Trustee of the NISSAN AUTO
LEASE TRUST 200[ ]-[ ], a Delaware statutory trust, and that such person executed the same as the
act of said statutory trust for the purpose and consideration therein expressed, and in the
capacities therein stated.



     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___day of                     , 200[ ].



Notary Public in and for the State of ILLINOIS





(Seal)




My commission expires:




                    




Indenture




 









 








SCHEDULE I




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




     In addition to the representations, warranties and covenants contained in this Indenture, the
Issuer hereby represents, warrants, and covenants to the Indenture Trustee as follows on the
Closing Date:


(1) The Indenture creates a valid and continuing security interest (as defined in the applicable
UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all
other Liens and is enforceable as such as against creditors of and purchasers from the Issuer.



(2) The 200[ ]-[ ] SUBI Certificate constitutes a “general intangible,” “instrument,”
“certificated security,” or “tangible chattel paper,” within the meaning of the applicable UCC.
The Accounts and all subaccounts thereof, constitute either deposit accounts or securities
accounts.



(3) All of the Collateral that constitutes securities entitlements (other than the 200[ ]-[ ]
SUBI Certificate to the extent the 200[ ]-[ ] SUBI Certificate constitutes a certificated
security) has been or will have been credited to one of the Accounts. The securities intermediary
for each Account has agreed to treat all assets credited to the Accounts as “financial assets”
within the meaning of the applicable UCC.



(4) The Issuer owns and has good and marketable title to the Collateral free and clear of any
Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar
governmental charges or levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Liens attaches is not impaired during the pendency of
such proceeding.



(5) The Issuer has received all consents and approvals to the grant of the security interest in the
Collateral hereunder to the Indenture Trustee required by the terms of the Collateral that
constitutes instruments or payment intangibles.



(6) The Issuer has received all consents and approvals required by the terms of the Collateral that
constitutes securities entitlements, certificated securities or uncertificated securities to the
transfer to the Indenture Trustee of its interest and rights in the Collateral hereunder.



(7) The Issuer has caused or will have caused, within [ten] days after the effective date of the
Indenture, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the
Collateral granted to the Indenture Trustee hereunder.




Indenture




 









 







(8) With respect to Collateral that constitutes an instrument or tangible chattel paper, either:





a. All original executed copies of each such instrument or tangible chattel paper have been
delivered to the Indenture Trustee; or




b. Such instruments or tangible chattel paper are in the possession of a custodian and the
Indenture Trustee has received a written acknowledgment from such custodian that such
custodian is holding such instruments or tangible chattel paper solely on behalf and for the
benefit of the Indenture Trustee; or




c. A custodian received possession of such instruments or tangible chattel paper after the
Indenture Trustee received a written acknowledgment from such custodian that such custodian
is acting solely as agent of the Indenture Trustee.


(9) With respect to the Accounts and all subaccounts thereof that constitute deposit accounts,
either:





a. The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to
which the bank maintaining the deposit accounts has agreed to comply with all instructions
originated by the Indenture Trustee directing disposition of the funds in the Accounts
without further consent by the Issuer; or





b. The Issuer has taken all steps necessary to cause the Indenture Trustee to become the
account holder of the Accounts.


(10) With respect to Collateral or Accounts or subaccounts thereof that constitute securities
accounts or securities entitlements, either:





a. The Issuer has caused or will have caused, within [ten] days after the effective date of
the Indenture, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the Collateral to the Indenture Trustee; or




b. The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to
which the securities intermediary has agreed to comply with all instructions originated by
the Indenture Trustee relating to the Accounts without further consent by the Issuer; or




c. The Issuer has taken all steps necessary to cause the securities intermediary to identify
in its records the Indenture Trustee as the person having a security entitlement against the
securities intermediary in the Accounts.


(11) With respect to Collateral that constitutes certificated securities (other than securities
entitlements), all original executed copies of each security certificate that constitutes or
evidences the Collateral have been delivered to the Indenture Trustee, and each such security
certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the
Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee.




Indenture




 









 







Other than the transfer of the 200[ ]-[ ] SUBI and the 200[ ]-[ ] SUBI Certificate from NILT
Trust to the Depositor under the SUBI Certificate Transfer Agreement, the transfer of the 200[ ]-[
] SUBI and the 200[ ]-[ ] SUBI Certificate from the Depositor to the Issuer under the Trust SUBI
Certificate Transfer Agreement and the security interest in the Collateral granted to the Indenture
Trustee pursuant to the Indenture, none of NILT Trust, the Depositor or the Issuer has pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the
Accounts or any subaccounts thereof. The Issuer has not authorized the filing of, or is aware of
any financing statements against the Issuer that include a description of collateral covering the
Collateral or the Accounts or any subaccount thereof other than any financing statement relating to
the security interest granted to the Indenture Trustee hereunder or that has been terminated.



(12) None of the instruments, certificated securities or tangible chattel paper that constitute or
evidence the Collateral has any marks or notations indicating that they have been pledged, assigned
or otherwise conveyed to any Person other than the Indenture Trustee.



(13) Neither the Accounts nor any subaccounts thereof are in the name of any person other than the
Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of
any Account to comply with entitlement orders of any person other than the Indenture Trustee.




     As used in this Schedule I, “Collateral” has the meaning set forth in the Granting
Clause of the Indenture.



Indenture




 









 








EXHIBIT A




FORM OF CLASS A-1 NOTE




SEE REVERSE FOR CERTAIN DEFINITIONS




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



     TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.



     THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.



     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUER AND IS NOT AN OBLIGATION OF, AND WILL NOT BE
INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR
ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF
THEIR AFFILIATES.



     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL
BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST
HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS
NOT, AND IS NOT ACTING 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”), THAT IS 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”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29
C.F.R. SECTION 2510.3-101) OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW
THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING
AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE LAW.



A-1









 





NISSAN AUTO LEASE TRUST 200[ ]-[ ]

[   ]% ASSET BACKED NOTE, CLASS A-1




			
	 	 	 
	     REGISTERED
	 	$                    
	     No. R-___
	 	CUSIP NO.                    






     Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust organized and existing under the laws
of the State of Delaware (including any permitted successors and assigns, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of                                          ($                    ) in monthly installments on the [15th] day of
each month, or if such day is not a Business Day, on the immediately succeeding Business Day,
commencing on [          ], 200[ ] (each, a “Payment Date”), until the
principal of this Note is paid or made available for payment, and to pay interest on each Payment
Date on the Outstanding Class A-1 Note Balance as of the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date
in the case of the first Payment Date or if no interest has yet been paid, during the period from
and including the previous Payment Date on which interest was paid, or as of the Closing Date if no
interest has yet been paid, to but excluding the current Payment Date, at the rate per annum shown
above (the “Interest Rate”), in each case as and to the extent described below;
provided, however, that the entire Class A-1 Note Balance shall be due and payable
on the earlier of [          ], 200[ ] (the “Note Final Scheduled Payment
Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The
Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent
lawful. Such principal of and interest on this Note shall be paid in the manner specified on the
reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the
name of which appears below by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



Indenture




A-2









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by
facsimile, by its Authorized Officer as of the date set forth below.



     Dated:                     , 200[ ]



	 	 	 	 	 	 	 
	 	 	NISSAN AUTO LEASE TRUST 200[ ]-[ ],	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[WILMINGTON TRUST COMPANY],	 	 
	 

	 	 	 	as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Indenture




A-3









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	     Dated:                     , 200[ ]	 	[U.S. BANK NATIONAL ASSOCIATION],	 	 
	 	 	as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Indenture




A-4









 








REVERSE OF NOTE




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “[
]% Asset Backed Notes, Class A-1” (herein called the “Notes”) issued under an Indenture,
dated as of [          ] (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and [U.S. Bank National Association], as
trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in
this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.



     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in
the Indenture. However, to the extent provided in the Indenture, each Class will receive principal
payment sequentially so that, except as otherwise provided in the Indenture, no principal payments
shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in
full, (ii) the Class A-3 Notes until the Class A-2 Notes have been paid in full and (iii) the Class
A-4 Notes until the Class A-3 Notes have been paid in full.



     Principal payable on the Notes will be paid on each Payment Date in the amount specified in
the Indenture. As described above, the entire unpaid principal amount of this Note will be payable
on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected
pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire
unpaid principal amount of the Notes shall be due and payable following the occurrence and
continuance of an Indenture Default, as described in the Indenture. In such an event, first,
principal payments on the Class A-1 Notes shall be made, and second, principal payments on the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall be made pro rata to the
Noteholders entitled thereto.



     Payments of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears as the registered
holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes registered on the Deposit
Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a
Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at
least $1 million and has given the Indenture Trustee appropriate written instructions at least
[five] Business Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee or Person. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be
binding upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not



Indenture




A-5









 







noted hereon. If funds are expected to be available, pursuant to the notice delivered to the
Indenture Trustee, for payment in full of the remaining unpaid principal amount of this Note on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date
preceding such Payment Date or Redemption Date by notice mailed within [10] days of such Payment
Date or Redemption Date (or such longer time period as required by the Depository Agreement) and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York.




     As provided in the Indenture, the Servicer will be permitted at its option to purchase the
200[ ]-[ ] SUBI Certificate from the Issuer on any Payment Date if, either before or after giving
effect to any payment of principal required to be made on such Payment Date, the Securities Balance
is less than or equal to [5]% of the Securitization Value. The purchase price (the “Optional
Purchase Price”) for the 200[ ]-[ ] SUBI Certificate shall equal the Securitization Value of
the 200[ ]-[ ] SUBI Assets plus the appraised value of any other property (other than cash, in
which case such value shall be amount of such funds held in cash) held as part the Trust Assets
(less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note
Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including, to the
extent allowed by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the aggregate the
Optional Purchase Price, shall be deposited by the Servicer into the 200[ ]-[ ] SUBI Collection
Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with
an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part,
for the Redemption Price and thereupon the 200[ ]-[ ] SUBI Certificate shall be delivered to the
Servicer.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture. No service charge will be charged for any registration of transfer or exchange of this
Note, but the Depositor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration of transfer or
exchange.



     Each Noteholder or Note Owner, by acceptance of this Note or, in the case of this Note Owner,
a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or
the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee
in its individual capacity, except as any such Person may have expressly agreed and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



Indenture




A-6









 








     The Notes represent obligations of the Issuer only and do not represent interests in, recourse
to or obligations of the Depositor, the UTI Beneficiaries or any of their respective Affiliates.



     Each Noteholder by acceptance of this Note, or in the case of this Note Owner, by acceptance
of a beneficial interest in the Notes, 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 Trustee, the Titling Trust, the Depositor, the Issuer and any other
Special Purpose Affiliate, any member of 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.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and their respective agents may treat the Person in whose name this Note (as of
the day of determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes whatsoever, whether or not this Note be overdue,
and none of the Issuer, the Indenture Trustee or any of their respective agents shall be affected
by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Noteholders
under the Indenture at any time by the Issuer with the consent of Noteholders representing not less
than a Majority Interest of the Notes. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Amount, on behalf of all
Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain
past Defaults under the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon
such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without the consent of the
Noteholders.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be
determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate and in the coin or currency
herein prescribed.



Indenture




A-7









 








ASSIGNMENT




     Social Security or taxpayer I.D. or other identifying number of assignee:



 






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




 





 




(name and address of assignee)




     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.



     Dated:1



     Signature Guaranteed:



                                                                                     





 




			
	1	 	The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.





Indenture




 









 








FORM OF CLASS A-[2] [3] NOTE




SEE REVERSE FOR CERTAIN DEFINITIONS




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



     TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.



     THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.



     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUER AND IS NOT AN OBLIGATION OF, AND WILL NOT BE
INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR
ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF
THEIR AFFILIATES.



     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL
BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST
HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS
NOT, AND IS NOT ACTING 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”), THAT IS 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”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29
C.F.R. SECTION 2510.3-101) OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW
THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING
AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE
LAW.



Indenture




 









 








NISSAN AUTO LEASE TRUST 200[ ]-[ ]

                    % ASSET BACKED NOTE, CLASS A-[2] [3]




			
	 	 	 
	     REGISTERED
	 	$                    
	     No. R-___
	 	CUSIP NO.                    






     Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust organized and existing under the laws
of the State of Delaware (including any permitted successors and assigns, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of                                          ($                    ) in monthly installments on the [15th] day of
each month, or if such day is not a Business Day, on the immediately succeeding Business Day,
commencing on [          ], 200[ ] (each, a “Payment Date”), until the principal of
this Note is paid or made available for payment, and to pay interest on each Payment Date on the
Outstanding Class A-[2] [3] Note Balance for the period from and including the [15th]
day of the previous calendar month (after giving effect to all payments of principal made on the
preceding Payment Date) to but excluding the [15th] day of the month of the current
Payment Date, or as of the Closing Date in the case of the first Payment Date or if no interest has
yet been paid during the period from and including the [15th] day of the month of the
previous Payment Date on which interest was paid, or as of the Closing Date if no interest has yet
been paid to but excluding the [15th] day of the month of the current Payment Date, at
the rate per annum shown above (the “Interest Rate”), in each case as and to the extent
described below; provided, however, that the entire Class A-[2] [3] Note Balance
shall be due and payable on the earlier of                      (the “Note Final Scheduled Payment
Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. The
Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent
lawful. Such principal of and interest on this Note shall be paid in the manner specified on the
reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the
name of which appears below by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



Indenture




 









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by
facsimile, by its Authorized Officer as of the date set forth below.



     Dated:                     , 200[ ]



	 	 	 	 	 	 	 
	 	 	NISSAN AUTO LEASE TRUST 200[ ]-[ ],	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[WILMINGTON TRUST COMPANY],	 	 
	 

	 	 	 	as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	     Dated:                     , 200[ ]	 	[U.S. BANK NATIONAL ASSOCIATION],	 	 
	 	 	as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Indenture




 









 








REVERSE OF NOTE




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “___%
Asset Backed Notes, Class A-[2] [3]” (herein called the “Notes”) issued under an
Indenture, dated as of [          ] (such indenture, as supplemented or amended, is
herein called the “Indenture”), between the Issuer and [U.S. Bank National Association], as
trustee (the “Indenture Trustee”, which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.



     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in
the Indenture. However, to the extent provided in the Indenture, each Class will receive principal
payment sequentially so that, except as otherwise provided in the Indenture, no principal payments
shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in
full, (ii) the Class A-3 Notes until the Class A-2 Notes have been paid in full and (iii) the Class
A-4 Notes until the Class A-3 Notes have been paid in full.



     Principal payable on the Notes will be paid on each Payment Date in the amount specified in
the Indenture. As described above, the entire unpaid principal amount of this Note will be payable
on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected
pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire
unpaid principal amount of the Notes shall be due and payable following the occurrence and
continuance of an Indenture Default, as described in the Indenture. In such an event, first,
principal payments on the Class A-1 Notes shall be made, and second, principal payments on the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall be made pro rata to the
Noteholders entitled thereto.



     Payments of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears as the registered
holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes registered on the Deposit
Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a
Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at
least $1 million and has given the Indenture Trustee appropriate written instructions at least
[five] Business Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee or Person. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be
binding upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not



Indenture




 









 







noted hereon. If funds are expected to be available, pursuant to the notice delivered to the
Indenture Trustee, for payment in full of the remaining unpaid principal amount of this Note on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date
preceding such Payment Date or Redemption Date by notice mailed within [10] days of such Payment
Date or Redemption Date (or such longer time period as required by the Depository Agreement) and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York.




     As provided in the Indenture, the Servicer will be permitted at its option to purchase the
200[ ]-[ ] SUBI Certificate from the Issuer on any Payment Date if, either before or after giving
effect to any payment of principal required to be made on such Payment Date, the Securities Balance
is less than or equal to [5]% of the Securitization Value. The purchase price (the “Optional
Purchase Price”) for the 200[ ]-[ ] SUBI Certificate shall equal the Securitization Value of
the 200[ ]-[ ] SUBI Assets plus the appraised value of any other property (other than cash, in
which case such value shall be amount of such funds held in cash) held as part the Trust Assets
(less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note
Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including, to the
extent allowed by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the aggregate the
Optional Purchase Price, shall be deposited by the Servicer into the 200[ ]-[ ] SUBI Collection
Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with
an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part,
for the Redemption Price and thereupon the 200[ ]-[ ] SUBI Certificate shall be delivered to the
Servicer.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture. No service charge will be charged for any registration of transfer or exchange of this
Note, but the Depositor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration of transfer or
exchange.



     Each Noteholder or Note Owner, by acceptance of this Note or, in the case of this Note Owner,
a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or
the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee
in its individual capacity, except as any such Person may have expressly agreed and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



Indenture




 









 








     The Notes represent obligations of the Issuer only and do not represent interests in, recourse
to or obligations of the Depositor, the UTI Beneficiaries or any of their respective Affiliates.



     Each Noteholder by acceptance of this Note, or in the case of this Note Owner, by acceptance
of a beneficial interest in the Notes, 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 Trustee, the Titling Trust, the Depositor, the Issuer and any other
Special Purpose Affiliate, any member of 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.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and their respective agents may treat the Person in whose name this Note (as of
the day of determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes whatsoever, whether or not this Note be overdue,
and none of the Issuer, the Indenture Trustee or any of their respective agents shall be affected
by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Noteholders
under the Indenture at any time by the Issuer with the consent of Noteholders representing not less
than a Majority Interest of the Notes. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Amount, on behalf of all
Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain
past Defaults under the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon
such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without the consent of the
Noteholders.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be
determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate and in the coin or currency
herein prescribed.



Indenture




 









 








ASSIGNMENT




     Social Security or taxpayer I.D. or other identifying number of assignee:



 






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



 





 




(name and address of assignee)




     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.



     Dated:1



     Signature Guaranteed:



                                                                 





 




			
	1	 	The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.





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FORM OF CLASS A-4 NOTE




SEE REVERSE FOR CERTAIN DEFINITIONS




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



     TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.



     THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.



     THIS NOTE IS SOLELY AN OBLIGATION OF THE ISSUER AND IS NOT AN OBLIGATION OF, AND WILL NOT BE
INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO LEASING LLC II, NISSAN MOTOR
ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF
THEIR AFFILIATES.



     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL
BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION OF THIS NOTE (OR ANY INTEREST
HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS
NOT, AND IS NOT ACTING 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”), THAT IS 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”), (III) AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29
C.F.R. SECTION 2510.3-101) OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW
THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING
AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE
LAW.



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NISSAN AUTO LEASE TRUST 200[ ]-[ ]




FLOATING RATE ASSET BACKED NOTE, CLASS A-4




			
	 	 	 
	     REGISTERED
	 	$                    
	     No. R-___
	 	CUSIP NO.                    






     Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust organized and existing under the laws
of the State of Delaware (including any permitted successors and assigns, the “Issuer”),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of                                          ($                    ) in monthly installments on the [15th] day of
each month, or if such day is not a Business Day, on the immediately succeeding Business Day,
commencing on [          ] (each, a “Payment Date”), until the
principal of this Note is paid or made available for payment, and to pay interest on each Payment
Date on the Outstanding Class A-4 Note Balance as of the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date
in the case of the first Payment Date or if no interest has yet been paid, during the period from
and including the previous Payment Date on which interest was paid, or as of the Closing Date if no
interest has yet been paid, to but excluding the current Payment Date, at the rate of one-month
LIBOR/plus [ ]% (the “Interest Rate”), in each case as and to the extent described
below; provided, however, that the entire Class A-4 Note Balance shall be due and
payable on the earlier of [          ] (the “Note Final
Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of
the Indenture. The Issuer shall pay interest on overdue installments of interest at the Interest
Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the
name of which appears below by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by
facsimile, by its Authorized Officer as of the date set forth below.



     Dated:                     , 200[ ]



	 	 	 	 	 	 	 
	 	 	NISSAN AUTO LEASE TRUST 200[ ]-[ ],	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[WILMINGTON TRUST COMPANY],	 	 
	 

	 	 	 	as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	     Dated:                     , 200[ ]	 	[U.S. BANK NATIONAL ASSOCIATION],	 	 
	 	 	as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






A-21




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REVERSE OF NOTE




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its
“Floating Rate Asset Backed Notes, Class A-4” (herein called the “Notes”) issued under an
Indenture, dated as of [          ] (such indenture, as supplemented or amended, is
herein called the “Indenture”), between the Issuer and [U.S. Bank National Association], as
trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in
this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.



     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in
the Indenture. However, to the extent provided in the Indenture, each Class will receive principal
payment sequentially so that, except as otherwise provided in the Indenture, no principal payments
shall be made in respect of (i) the Class A-2 Notes until the Class A-1 Notes have been paid in
full, (ii) the Class A-3 Notes until the Class A-2 Notes have been paid in full and (iii) the
Class A-4 Notes until the Class A-3 Notes have been paid in full.



     Principal payable on the Notes will be paid on each Payment Date in the amount specified in
the Indenture. As described above, the entire unpaid principal amount of this Note will be payable
on the earlier of the Note Final Scheduled Payment Date and the Redemption Date, if any, selected
pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire
unpaid principal amount of the Notes shall be due and payable following the occurrence and
continuance of an Indenture Default, as described in the Indenture. In such an event, first,
principal payments on the Class A-1 Notes shall be made, and second, principal payments on the
Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall be made pro rata to the Noteholders
entitled thereto.



     Payments of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears as the registered
holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the related Deposit Date, except that with respect to Notes registered on the Deposit
Date in the name of (i) the nominee of DTC (initially, such nominee to be Cede & Co.), and (ii) a
Person (other than the nominee of DTC) that holds Notes with original denominations aggregating at
least $1 million and has given the Indenture Trustee appropriate written instructions at least
[five] Business Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee or Person. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Deposit Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be
binding upon all future holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not



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noted hereon. If funds are expected to be available, pursuant to the notice delivered to the
Indenture Trustee, for payment in full of the remaining unpaid principal amount of this Note on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the registered holder hereof as of the Deposit Date
preceding such Payment Date or Redemption Date by notice mailed within [10] days of such Payment
Date or Redemption Date (or such longer time period as required by the Depository Agreement) and
the amount then due and payable shall be payable only upon presentation and surrender of this Note
at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York.




     As provided in the Indenture, the Servicer will be permitted at its option to purchase the
200[ ]-[ ] SUBI Certificate from the Issuer on any Payment Date if, either before or after giving
effect to any payment of principal required to be made on such Payment Date, the Securities Balance
is less than or equal to [5]% of the Securitization Value. The purchase price (the “Optional
Purchase Price”) for the 200[ ]-[ ] SUBI Certificate shall equal the Securitization Value of
the 200[ ]-[ ] SUBI Assets plus the appraised value of any other property (other than cash, in
which case such value shall be amount of such funds held in cash) held as part the Trust Assets
(less liquidation expenses). The Redemption Price for the Notes will equal the aggregate Note
Balance, plus accrued and unpaid interest thereon at the related Interest Rate (including to the
extent allowed by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the aggregate the
Optional Purchase Price, shall be deposited by the Servicer into the 200[ ]-[ ] SUBI Collection
Account on the Deposit Date relating to the Payment Date fixed for redemption. In connection with
an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part,
for the Redemption Price and thereupon the 200[ ]-[ ] SUBI Certificate shall be delivered to the
Servicer.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture. No service charge will be charged for any registration of transfer or exchange of this
Note, but the Depositor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration of transfer or
exchange.



     Each Noteholder or Note Owner, by acceptance of this Note or, in the case of this Note Owner,
a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or
the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee
in its individual capacity, except as any such Person may have expressly agreed and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



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     The Notes represent obligations of the Issuer only and do not represent interests in, recourse
to or obligations of the Depositor, the UTI Beneficiaries or any of their respective Affiliates.



     Each Noteholder by acceptance of this Note, or in the case of this Note Owner, by acceptance
of a beneficial interest in the Notes, 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 Trustee, the Titling Trust, the Depositor, the Issuer and any other
Special Purpose Affiliate, any member of 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.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and their respective agents may treat the Person in whose name this Note (as of
the day of determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes whatsoever, whether or not this Note be overdue,
and none of the Issuer, the Indenture Trustee or any of their respective agents shall be affected
by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Noteholders
under the Indenture at any time by the Issuer with the consent of Noteholders representing not less
than a Majority Interest of the Notes. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Amount, on behalf of all
Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain
past Defaults under the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon
such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to
amend or waive certain terms and conditions set forth in the Indenture without the consent of the
Noteholders.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be
determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate and in the coin or currency
herein prescribed.



Indenture




 









 








ASSIGNMENT




     Social Security or taxpayer I.D. or other identifying number of assignee:



 






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



 





 




(name and address of assignee)




     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.



     Dated:1



     Signature Guaranteed:





 




			
	1	 	The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.





Indenture




 









 








EXHIBIT B




FORM OF DEPOSITORY AGREEMENT





Indenture




B-1