Exhibit
3.2







LIMITED
LIABILITY COMPANY AGREEMENT





OF







NISSAN
AUTO LEASING LLC II




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




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




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




ARTICLE
ONE









DEFINITIONS




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




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




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




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




(d)           “Bankruptcy" means,
with respect to any Person, if (A) such Person (i) makes an assignment for the
benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is
adjudged a bankrupt or insolvent, or has entered against it an order for relief,
in any bankruptcy or insolvency proceedings, (iv) files a petition or answer
seeking for itself any reorganization, arrangement, composition, readjustment,
liquidation or similar relief under any statute, law or regulation, (v) files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding of this nature, or
(vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
or liquidator of the Person or of all or any substantial part of its properties,
or (B) (i) 120 days after the commencement of any proceeding against the Person
seeking reorganization, arrangement, composition, readjustment, liquidation or
similar relief under any statute, law or regulation, the proceeding has not been
dismissed, or (ii) within 90 days after the appointment without such Person's
consent or acquiescence of a trustee, receiver or liquidator
of such Person or of all or any substantial part of its properties, the
appointment is not vacated or stayed, or within 90 days after the expiration of
any such stay, the appointment is not vacated.  The foregoing
definition of "Bankruptcy" is intended to replace and shall supersede and
replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and
18-304 of the Act.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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


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




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




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




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




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




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




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




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




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




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




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




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




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




Section
1.02.                                Other Definitional
Provisions.




(a)           For
all purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires, (i) terms used herein include, as
appropriate, all genders and the plural as well as the singular,
(ii) references to this Agreement include all Exhibits hereto, (iii)
references to words such as “herein” and “hereof” shall refer to this Agreement
as a whole and not to any particular part, Article or Section hereof,
(iv) references to an Article or Section such as "Article One" or
"Section 1.01" shall refer to the applicable Article or Section of this
Agreement, (v) the term “include” and all variations thereof shall mean
“include without limitation”, and (vi) the term “or” shall include
“and/or.”




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


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






ARTICLE
TWO




ORGANIZATION
OF COMPANY


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




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




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




The
Corporation Service Company


2711
Centerville Road, Suite 400


Wilmington,
Delaware  19808




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






ARTICLE
THREE




PURPOSES


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




Section
3.02.                                Limitations on
Purposes.  Notwithstanding Section 3.01 above, the purpose of
the Company is limited to the following purposes and activities incident and
necessary or convenient to accomplish the following purposes: (i) acquire from
time to time from or sell from time to time to NMAC or its dealers or affiliates
all right, title and interest in and to (or beneficial interests in and to)
receivables or leases arising out of or relating to the sale or lease of new,
near-new or used motor vehicles (including automobiles and light-duty trucks),
moneys due thereunder, security interests in the vehicles financed or leased
thereby, proceeds from claims on insurance policies related thereto and related
rights (collectively, the “Receivables”); (ii) acquire from time to time from
NMAC or any of its affiliates
as may be the holder of an undivided trust interest in a trust or other similar
special purpose entity originating leases with respect to new, near-new or used
vehicles (including automobiles and light-duty trucks), all right, title and
interest in and to one or more special units of beneficial interest representing
interests in a pool of leased vehicles allocated from any such undivided trust
interest in a trust or other similar special purpose entity, the lease contracts
related to the leased vehicles, moneys due under such leases, proceeds from the
claims on insurance policies related to such vehicles or leases and related
rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs
under the terms of the documents creating such interests (including, without
limitation, enforce its rights and exercise available remedies thereunder), and
sell from time to time to NMAC or reallocate from time to time to the undivided
interest from which such SUBI was created certain of the leased vehicles,
related leases and interest therein comprising such SUBIs; (iii) acquire, own,
hold, service, sell, assign, pledge and otherwise deal with the Receivables and
SUBIs, the collateral securing the Receivables and SUBIs, related insurance
policies, agreements with motor vehicle dealers or lessors or other originators
or servicers of Receivables or other similar or related assets and any proceeds
or further rights associated with any of the foregoing (the “Collateral”); (iv)
transfer Receivables and SUBIs and/or related Collateral to trusts or other
Persons (collectively, the “Trusts”) pursuant to one or more pooling and
servicing agreements, sale and servicing agreements or other agreements (the
“Pooling Agreements”) to be entered into by, among others, the Company, the
trustee or other representative named therein (the “Trustee”) and any Person
acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver
any class of certificates or other securities (collectively, the “Certificates”)
issued by the Trusts under the related Pooling Agreements; (vi) acquire
from NMAC Certificates issued by one or more Trusts to which NMAC or one of its
subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver
one or more series and classes of bonds, notes or other evidences of
indebtedness secured by or collateralized by one or more pools of Receivables,
SUBIs, Collateral or Certificates (collectively, the “Notes” and together with
the Certificates, the “Securities”); (viii) sell and issue Securities secured by
the SUBIs or the Receivables and related Collateral to certain purchasers,
pursuant to indentures, purchase agreements or other similar agreements
(collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the
rights and privileges of any Securities, including any class Securities that may
be subordinate to any other class of Securities; (x) loan to or borrow from
affiliates or others or otherwise invest or apply funds received as a result of
the Company’s interest in any Securities and any other income, as determined by
the Board of Managers from time to time; (xi) perform its obligations under the
Pooling Agreements and Purchase Agreements, including entering into one or more
interest rate cap agreements to the extent permitted by and in accordance with
the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in
any activity and exercise any powers permitted to limited liability companies
under the laws of the State of Delaware that are related or incidental to the
foregoing and necessary, convenient or advisable to accomplish the foregoing,
including the entering into of interest rate or basis swap, cap, floor or collar
agreements, currency exchange agreements or similar hedging transactions and
referral, management, servicing and administration agreements.




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




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




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






ARTICLE
FOUR




INTERNAL
AFFAIRS


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




ARTICLE
FIVE




BANKRUPTCY
OR INSOLVENCY RELATED PROVISIONS




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




Section
5.02.                                Unanimous Vote
Required.  Notwithstanding any other provision of this
Agreement and notwithstanding any provision of law that otherwise so empowers
the Company,  the Member, the Board, any Officer or any other Person
acting on behalf of the Company, the Company, the Member, the Board, any Officer
or any other Person acting on behalf of
the Company shall not be authorized or empowered, nor shall they permit the
Company, without the prior affirmative vote of 100% of the Managers of the
Company, including all of the Independent Managers, to do any of the
following:




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




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




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




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




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






ARTICLE
SIX




CAPITAL
CONTRIBUTIONS; BORROWINGS


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




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




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




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




ARTICLE
SEVEN




MANAGEMENT




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




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




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




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


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




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




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




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




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




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




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




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




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




Section
7.10.                                Waiver.  Notice
of a meeting need not be given to any Manager who signs a waiver of notice or a
consent to holding the meeting or an approval of the minutes thereof, whether
before or after the meeting, or who attends the meeting without protesting the
insufficiency of notice to such Manager at its commencement.  All such
waivers, consents
and approvals shall be filed with the Company’s records or made a part of the
minutes of the meeting.




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




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




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




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




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




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




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




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




ARTICLE
EIGHT




OFFICERS




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




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




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




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




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




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




Section
8.06.                                Chairman of the Board and
President.




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




(b)           President.  The
President shall be the chief executive officer of the Company and shall, subject
to the control of the Board, have general supervision, direction and control of
the business affairs of the Company.  In the absence of the Chairman
of the Board, he
or she shall preside at all meetings of the Board.  He or she shall be
ex officio, a member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties as may be
prescribed by the Board or this Agreement.




Section
8.07.                                Vice
Presidents.




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




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




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




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




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




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




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






ARTICLE
NINE




EXECUTIVE
AND OTHER COMMITTEES


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




ARTICLE
TEN






CAPITAL
ACCOUNTS; PROFITS AND LOSSES; DISTRIBUTIONS




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




Section
10.02.                                Allocation of Profits and
Losses.




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




Section
10.03.                                Distributions.




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




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




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






ARTICLE
ELEVEN




EXCULPATION
OF LIABILITY; INDEMNIFICATION




Section
11.01.                                Limitation and Exculpation
of Liability.




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




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


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




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






ARTICLE
TWELVE




CORPORATE
RECORDS AND REPORTS - INSPECTION




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




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




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




Section
12.04.                                Checks, Drafts,
etc.  All checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness, issued in the name of or payable to
the Company, shall be signed or endorsed by such person or persons and in such
manner as shall be determined from time to time by resolution of the
Board.




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






ARTICLE
THIRTEEN




TERM OF
COMPANY


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




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




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




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




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




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






ARTICLE
FOURTEEN




APPLICATION
OF ASSETS


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


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




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






ARTICLE
FIFTEEN




MISCELLANEOUS
PROVISIONS


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




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




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




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




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




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




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






[Remainder
of this page left blank]


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






MEMBER:






NISSAN MOTOR
ACCEPTANCE CORPORATION






By:      /s/ Joji Tagawa


Name:    Joji
Tagawa


Title:      Treasurer








SPECIAL
MEMBERS:






/s/ H. Edward Matveld


H. Edward Matveld








/s/ Cheryl A. Lawrence


Cheryl A.
Lawrence























EXHIBIT
A




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