<PAGE>

                                                                    EXHIBIT 10.7

--------------------------------------------------------------------------------











                           NISSAN AUTO LEASING LLC II,
                                 as Transferor,

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                         ------------------------------

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                          Dated as of __________, 2005

                         ------------------------------












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<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                             PAGE

<S>      <C>               <C>                                                                               <C>
ARTICLE ONE                DEFINITIONS...........................................................................1

         Section 1.01          Definitions.......................................................................1

         Section 1.02          Interpretive Provisions...........................................................1

ARTICLE TWO                ORGANIZATION..........................................................................2

         Section 2.01          Name and Status...................................................................2

         Section 2.02          Office............................................................................2

         Section 2.03          Purposes and Powers...............................................................2

         Section 2.04          Appointment of Owner Trustee......................................................3

         Section 2.05          Liability of the Trust Certificateholders.........................................3

         Section 2.06          Initial Capital Contribution of Owner Trust Estate................................3

         Section 2.07          Declaration of Trust..............................................................3

         Section 2.08          Title to Trust Property...........................................................4

         Section 2.09          Situs of Trust....................................................................4

         Section 2.10          Representations and Warranties of the Transferor..................................4

         Section 2.11          Power of Attorney.................................................................5

ARTICLE THREE              TRUST CERTIFICATES AND TRANSFER OF INTERESTS..........................................6

         Section 3.01          Initial Ownership.................................................................6

         Section 3.02          The Trust Certificates............................................................6

         Section 3.03          Authentication and Delivery of Trust Certificates.................................6

         Section 3.04          Registration of Transfer and Exchange.............................................7

         Section 3.05          Mutilated, Destroyed, Lost or Stolen Trust Certificates..........................10

         Section 3.06          Persons Deemed Trust Certificateholders..........................................10

         Section 3.07          Access to List of Trust Certificateholders' Names and Addresses..................10

         Section 3.08          Maintenance of Office or Agency..................................................11

         Section 3.09          Appointment of Paying Agent......................................................11

         Section 3.10          Ownership by the Transferor of Trust Certificates................................12

         Section 3.11          Trust Certificates Held by Trust Transferor or Their Affiliates..................12

ARTICLE FOUR               ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS.................................12

         Section 4.01          Prior Notice to Trust Certificateholders With Respect to Certain_ Matters........12
</TABLE>


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                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                             PAGE

<S>      <C>               <C>                                                                               <C>
         Section 4.02          Action by Trust Certificateholders With Respect to Certain Matters...............13

         Section 4.03          Action by Owner Trustee With Respect to Bankruptcy...............................13

         Section 4.04          Restrictions on Trust Certificateholders' Power..................................13

         Section 4.05          Majority Control.................................................................13

ARTICLE FIVE               APPLICATION OF TRUST FUNDS; CERTAIN DUTIES...........................................13

         Section 5.01          Establishment of Certificate Distribution Account and Reserve Account............14

         Section 5.02          Application of Trust Funds.......................................................15

         Section 5.03          Method of Payment................................................................17

         Section 5.04          Accounting and Reports...........................................................17

ARTICLE SIX                AUTHORITY AND DUTIES OF OWNER TRUSTEE................................................17

         Section 6.01          General Authority................................................................18

         Section 6.02          General Duties...................................................................18

         Section 6.03          Action Upon Instruction..........................................................18

         Section 6.04          No Duties Except as Specified....................................................19

         Section 6.05          No Action Unless Specifically Authorized.........................................20

         Section 6.06          Restrictions.....................................................................20

ARTICLE SEVEN              CONCERNING THE OWNER TRUSTEE.........................................................21

         Section 7.01          Acceptance of Trusts and Duties..................................................21

         Section 7.02          Furnishing of Documents..........................................................22

         Section 7.03          Representations and Warranties...................................................22

         Section 7.04          Reliance; Advice of Counsel......................................................23

         Section 7.05          Not Acting in Individual Capacity................................................23

         Section 7.06          Owner Trustee Not Liable for Trust Certificates..................................23

         Section 7.07          Owner Trustee May Own Trust Certificates and Notes...............................24

ARTICLE EIGHT              COMPENSATION OF OWNER TRUSTEE........................................................24

         Section 8.01          Owner Trustee's Compensation and Indemnification.................................24

ARTICLE NINE               TERMINATION OF TRUST AGREEMENT.......................................................25

         Section 9.01          Termination of Trust Agreement...................................................25

         Section 9.02          [Reserved].......................................................................26
</TABLE>


<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                             PAGE

<S>      <C>               <C>                                                                               <C>
         Section 9.03          Purchase of the 2005-A SUBI Certificate; Repayment of the Trust
                               Certificates.....................................................................26

ARTICLE TEN                SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES...............................27

         Section 10.01         Eligibility Requirements for Owner Trustee.......................................27

         Section 10.02         Resignation or Removal of Owner Trustee..........................................28

         Section 10.03         Successor Owner Trustee..........................................................28

         Section 10.04         Merger or Consolidation of Owner Trustee.........................................29

         Section 10.05         Appointment of Co-Trustee or Separate Trustee....................................29

ARTICLE ELEVEN             TAX MATTERS..........................................................................30

         Section 11.01         Tax and Accounting Characterization..............................................30

         Section 11.02         Signature on Returns; Tax Matters Partner........................................31

         Section 11.03         Tax Reporting....................................................................31

ARTICLE TWELVE             MISCELLANEOUS........................................................................31

         Section 12.01         Supplements and Amendments.......................................................31

         Section 12.02         No Legal Title to Owner Trust Estate.............................................33

         Section 12.03         Limitations on Rights of Others..................................................33

         Section 12.04         Notices..........................................................................33

         Section 12.05         Severability.....................................................................33

         Section 12.06         Counterparts.....................................................................33

         Section 12.07         Successors and Assigns...........................................................34

         Section 12.08         No Petition......................................................................34

         Section 12.09         No Recourse......................................................................34

         Section 12.10         Headings.........................................................................34

         Section 12.11         GOVERNING LAW....................................................................34

         Section 12.12         Trust Certificates Nonassessable and Fully Paid..................................34

         Section 12.13         Furnishing of Basic Documents....................................................34
</TABLE>



                                    EXHIBITS

Exhibit A - Form of Trust Certificate
Exhibit B - Form of Rule 144A Certificate
Exhibit C - Form of Form of Investment Letter



<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

         This Amended and Restated Trust Agreement (as amended, supplemented or
otherwise modified from time to time, this "Agreement"), dated as of __________,
2005, is between Nissan Auto Leasing LLC II, a Delaware limited liability
company ("NALL II"), as transferor (the "Transferor"), and Wilmington Trust
Company, a Delaware banking corporation ("Wilmington Trust"), as trustee (the
"Owner Trustee").

         WHEREAS, the parties hereto entered into a trust agreement dated as of
August 25, 2005 (the "Initial Trust Agreement") pursuant to which the Nissan
Auto Lease Trust 2005-A was created; and

         WHEREAS, the parties hereto are entering into this Agreement pursuant
to which, among other things, the Initial Trust Agreement will be amended and
restated, and $155,042,391 aggregate principal amount of Asset Backed
Certificates and $219,700,000 aggregate principal amount of ____ Asset Backed
Class A-1 Notes, $242,000,000 aggregate principal amount ____ % Asset Backed
Class A-2 Notes, $445,000,000 aggregate principal amount ____% Asset Backed
Class A-3 Notes and $488,700,000 aggregate principal amount Floating Rate Asset
Backed Class A-4 Notes will be issued.

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

                                  ARTICLE ONE

                                  DEFINITIONS

         SECTION 1.01 Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of __________, 2005, by and among Nissan Auto Lease Trust
2005-A, as trust (the "Trust"), 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),
NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust
(the "Titling Trustee"), Wilmington Trust, as Owner Trustee and Delaware trustee
(in such capacity, the "Delaware Trustee") and U.S. Bank National Association, a
national banking association ("U.S. Bank"), as trust agent and indenture trustee
(in such capacity, the "Trust Agent" and the "Indenture Trustee," respectively).

         SECTION 1.02 Interpretive Provisions. 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,"
"hereof" and the like shall refer to this Agreement as a whole and not to any
particular part, Article, or Section herein, (iv) references to an Article or
Section such as "Article Twelve" or "Section 12.01" shall refer to the
applicable Article or Section of this Agreement, (v) the term "include" and all



                                       1

<PAGE>

variations thereof shall mean "include without limitation," (vi) the term "or"
shall include "and/or", and (vii) the term "proceeds" shall have the meaning
ascribed to such term in the UCC.

         Any reference in this Agreement 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 Agreement 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 Agreement to a Person shall include the successor or assignee
of such Person.

                                   ARTICLE TWO

                                  ORGANIZATION

         SECTION 2.01 Name and Status. The trust created hereby shall be known
as "Nissan Auto Lease Trust 2005-A," in which name the Trust may engage in
activities as permitted by the Basic Documents, make and execute contracts and
other instruments and sue and be sued, to the extent provided herein. It is the
intention of the parties hereto that the Trust shall be a statutory trust under
the Statutory Trust Statute, and that this Agreement shall constitute the
governing instrument of that statutory trust.

         SECTION 2.02 Office. The chief executive office and principal place of
business of the Trust shall be in care of the Owner Trustee, initially at the
Owner Corporate Trust Office and thereafter at such other address as the Owner
Trustee may designate by written notice to the Trust Certificateholders and the
Transferor.

         SECTION 2.03 Purposes and Powers.

         (a) The purposes of the Trust are: (i) at the direction of the Trust
Certificateholders, to take assignments and conveyances of certain assets from
time to time, to hold such assets in trust and to collect and disburse the
periodic income therefrom for the benefit of the Trust Certificateholders, (ii)
to engage in any of the other activities described or authorized in this
Agreement, any supplement or any amendment hereto or thereto and (iii) to engage
in any and all activities that are necessary or appropriate to accomplish the
foregoing or that are incidental thereto or connected therewith. The Trust shall
not be employed for any purpose except as duly authorized in accordance with the
provisions of this Agreement.

         (b) The initial sole purpose of the Trust is to conserve the Owner
Trust Estate and collect and disburse the periodic income therefrom for the use
and benefit of the Trust Certificateholders, and in furtherance of such purpose
to engage in the following ministerial activities:

               (i) to issue the Notes pursuant to the Indenture and the Trust
          Certificates pursuant to this Agreement;

               (ii) to acquire the 2005-A SUBI Certificate from the Transferor
          and the other property of the Owner Trust Estate in exchange for (A)
          the issuance of the

                                       2


<PAGE>


          Notes to the Transferor, (B) certain capital contributions from the
          Transferor and (C) the issuance of the Trust Certificate to the
          Transferor;

               (iii) to pay interest on and principal of the Notes;

               (iv) to assign, grant, transfer, pledge mortgage and convey the
          Owner Trust Estate pursuant to the Indenture to the Indenture Trustee
          as security for the Notes and to hold, manage and distribute to the
          Trust Certificateholders pursuant to the terms of this Agreement any
          portion of the Owner Trust Estate released from the Lien of, and
          remitted to the Trust pursuant to, the Indenture;

               (v) to enter into and perform its obligations under the Basic
          Documents to which the Trust is a party;

               (vi) to engage in other transactions, including entering into
          agreements, that are necessary, suitable or convenient to accomplish
          the foregoing or that are incidental thereto or connected therewith;
          and

               (vii) subject to compliance with the Basic Documents, to engage
          in such other activities as may be required in connection with
          conservation of the Owner Trust Estate and the making of distributions
          to the Trust Certificateholders and the Noteholders.

         (c) The Trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.

         SECTION 2.04 Appointment of Owner Trustee. The Transferor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein, and the
Owner Trustee hereby accepts such appointment.

         SECTION 2.05 Liability of the Trust Certificateholders. No Trust
Certificateholder shall have any personal liability for any liability or
obligation of the Trust, solely by reason of it being a Trust Certificateholder.

         SECTION 2.06 Initial Capital Contribution of Owner Trust Estate. The
Owner Trustee hereby acknowledges receipt from the Transferor in connection with
the Initial Trust Agreement of the sum of $1.00, which constituted the initial
Owner Trust Estate and shall be deposited in the Certificate Distribution
Account. The Transferor shall pay organizational expenses of the Trust as they
may arise or shall, upon the request of the Owner Trustee, promptly reimburse
the Owner Trustee for any such expenses paid by the Owner Trustee.

         SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the sole purpose of conserving the Owner Trust
Estate and collecting and disbursing the periodic income therefrom for the use
and benefit of the Trust Certificateholders, who are intended to be "beneficial
owners" within the meaning of the Statutory Trust Statute, subject to the Lien
of the Indenture Trustee and the obligations of the Trust under the Basic
Documents. It is the intention



                                       3

<PAGE>


of the parties hereto that the Trust constitutes a statutory trust under the
Statutory Trust Statute and that this Agreement constitutes the governing
instrument of such statutory trust. Consistent with Section 11.01, it is the
intention of the parties hereto that, solely for income and franchise tax
purposes, the Trust shall be treated as a division or branch of the Trust
Certificateholder. Effective as of the date hereof, the Owner Trustee shall have
all rights, powers and duties set forth herein and under Delaware law for the
purpose and to the extent necessary to accomplish the purpose of the Trust as
set forth in Sections 2.03(a) and 2.03(b). At the direction of the Transferor,
the Owner Trustee caused to be filed the Certificate of Trust pursuant to the
Statutory Trust Statute, and the Owner Trustee shall file or cause to be filed
such amendments thereto as shall be necessary or appropriate to satisfy the
purposes of this Agreement and as shall be consistent with the provisions
hereof.

         SECTION 2.08 Title to Trust Property. Legal title to the Owner Trust
Estate shall be vested at all times in the Trust as a separate legal entity.

         SECTION 2.09 Situs of Trust. The Trust shall be located and
administered in the state of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the states of California,
Delaware or New York. The Trust shall not have any employees in any state other
than Delaware; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the state of Delaware.
Payments shall be received by the Trust only in the states of Delaware,
California or New York, and payments will be made by the Trust only from the
states of Delaware, California or New York. The only principal office of the
Trust will be at the Corporate Trust Office.

         SECTION 2.10 Representations and Warranties of the Transferor. The
Transferor hereby represents and warrants to the Owner Trustee as of the Closing
Date that:

         (a) Organization and Good Standing. The Transferor has been duly
organized and validly existing as a limited liability company in good standing
under the laws of the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted.

         (b) Due Qualification. The Transferor has been duly qualified to do
business as a limited liability company in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions in which the conduct of
its business requires such qualifications, except when the failure to have any
such license, approval or qualification would not have a material adverse effect
on the condition, financial or otherwise, of the Transferor or would not have a
material adverse effect on the ability of the Transferor to perform its
obligations under this Agreement.

         (c) Power and Authority. The Transferor has (i) the power and authority
to execute and deliver this Agreement and to carry out its terms; (ii) good
title to and is the sole legal and beneficial owner of the 2005-A SUBI
Certificate, free and clear of Liens and claims; (iii) full power and authority
to transfer the 2005-A SUBI Certificate and deposit the same with the Trust;
(iv) duly authorized such transfer and deposit to the Trust by all necessary
action; and (v) duly authorized the execution, delivery and performance of this
Agreement by all necessary action.


                                       4

<PAGE>

         (d) Binding Obligation. This Agreement is a legal, valid and binding
obligation of the Transferor, enforceable in accordance with its terms, except
as such enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting creditors' rights generally and by general principles of equity,
regardless of whether such enforceability shall be considered in a proceeding in
equity or law.

         (e) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms of this Agreement do not
conflict with or breach any of the terms or provisions of, or constitute (with
or without notice or lapse of time) a default under, the certificate of
formation or limited liability agreement of the Transferor, any material
indenture, agreement or other instrument to which the Transferor is a party or
by which it shall be bound; nor result in the creation or imposition of any
material Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than the Basic Documents); nor
violate any law or, to the best of the Transferor's knowledge, any order, rule
or regulation applicable to the Transferor of any court or of any federal or
State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferor or its properties, which
breach, default, conflict, Lien or violation in any case would have a material
adverse effect on the ability of the Transferor to perform its obligations under
this Agreement.

         (f) No Proceedings. There are no proceedings or investigations pending,
or to the Transferor's knowledge, threatened, before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Transferor or its properties: (i) asserting the invalidity of this
Agreement or any of the other Basic Documents to which it is party; (ii) seeking
to prevent the issuance of the Notes or the Trust Certificates or the
consummation of any of the transactions contemplated by this Agreement or any of
the other Basic Documents to which it is a party; (iii) seeking any
determination or ruling that would be likely materially and adversely to affect
the performance by the Transferor of its obligations under, or the validity or
enforceability of, this Agreement or any of the other Basic Documents to which
it is a party; or (iv) relating to the Transferor and that would be likely
materially and adversely to affect the federal income tax or any state income
tax attributes of the Trust, the Notes or the Trust Certificates.

         (g) Independent Manager. Notwithstanding anything to the contrary in
the Transferor's Formation Documents, the Transferor shall ensure that at least
one manager of the Transferor shall be an Independent Manager.

         SECTION 2.11 Power of Attorney. Pursuant to the Trust Administration
Agreement, the Owner Trustee has authorized the Administrative Agent to perform
certain of its administrative duties hereunder, including duties with respect to
the management of the Owner Trust Estate, and in connection therewith hereby
grants the Administrative Agent its revocable power of attorney. Each Trust
Certificateholder by such Holder's acceptance of any Trust Certificate or
beneficial interest therein, as the case may be, shall be deemed to have granted
power of attorney to the Administrative Agent for purposes of actions taken or
to be taken with respect to the Trust Certificates.



                                       5

<PAGE>

                                 ARTICLE THREE

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

         SECTION 3.01 Initial Ownership. Upon the formation of the Trust by the
contribution by the Transferor pursuant to Section 2.06 and until the issuance
of the Trust Certificates, the Transferor shall be sole beneficiary of the
Trust.

         SECTION 3.02 The Trust Certificates.

         (a) The Trust Certificates shall be substantially in the form set forth
in Exhibit A, in minimum denominations of $250,000. Except for the issuance of
the Trust Certificate to the Transferor, no Trust Certificate may be sold,
pledged, exchanged or otherwise transferred to any Person except in accordance
with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer
(each referred to hereinafter as a "transfer") in violation of such Sections
shall be null and void. The Trust Certificate shall be issued in the name of the
Transferor. Upon delivery to the Transferor, the Owner Trustee and the
Certificate Registrar of a letter in the form of Exhibit C, any Trust
Certificate shall be reissued in the name and in the denomination set forth in
such letter.

         (b) The Trust Certificates may be printed, lithographed, typewritten,
mimeographed or otherwise produced, and may be executed on behalf of the Trust
by manual or facsimile signature of an Authenticating Agent. Trust Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefits of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates. If registration of a transfer of a
Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the
transferee of such Trust Certificate shall become a Trust Certificateholder and
shall be entitled to the rights and subject to the obligations of a Trust
Certificateholder hereunder, upon such transferee's acceptance of a Trust
Certificate duly registered in such transferee's name pursuant to Section 3.04.

         SECTION 3.03 Authentication and Delivery of Trust Certificates.
Concurrently with the transfer of the 2005-A SUBI Certificate to the Trust, the
Owner Trustee shall cause to be executed on behalf of the Trust to the
Transferor the Trust Certificate in an aggregate principal amount equal to the
Initial Trust Certificate Balance, authenticated and delivered to or upon the
written, order of the Transferor, in authorized denominations, evidencing the
entire ownership of the Trust. No Trust Certificate shall entitle its holder to
any benefit under this Agreement, or shall be valid for any purpose, unless
there shall appear on such Trust Certificate a certificate of authentication,
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or its Authenticating Agent, by manual or facsimile signature; and such
authentication shall constitute conclusive evidence, and the only evidence, that
such Trust Certificate shall have been duly authenticated and delivered
hereunder. All Trust Certificates shall be dated the date of their
authentication. Upon issuance, execution and delivery pursuant to the terms
hereof, the Trust Certificates shall be entitled to the benefits of this
Agreement. The Wilmington Trust Company



                                       6

<PAGE>

shall be the initial Authenticating Agent of the Owner Trustee hereunder, and
all references herein to authentication by the Owner Trustee shall be deemed to
include the Authenticating Agent.

         SECTION 3.04 Registration of Transfer and Exchange.

         (a) The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a register (the
"Certificate Register"), in which, subject to such reasonable regulations as it
may prescribe, the Certificate Registrar shall provide for the registration of
Trust Certificates and, if and to the extent transfers are permitted pursuant to
Section 3.04(b) and Section 3.10, the registration of transfers of Trust
Certificates. No transfer of a Trust Certificate shall be recognized except upon
registration of such transfer. Wilmington Trust Company is hereby appointed as
the initial Certificate Registrar. If the Certificate Registrar shall for any
reason become unable to act as Certificate Registrar, the Certificate Registrar
shall give prompt written notice to such effect to the Transferor, the Owner
Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor,
which shall be another trust company or bank, and shall agree to act in
accordance with the provisions of this Agreement applicable to it as successor
Certificate Registrar under this Agreement.

         (b) Each Trust Certificate shall bear a legend regarding transfers to
the effect of the legend on the form of Trust Certificate attached as Exhibit A
hereto, unless determined otherwise by the Servicer (as certified to the
Certificate Registrar in an Officer's Certificate) consistent with applicable
law.

         If and to the extent transfers are permitted pursuant to Section 3.10,
as a condition to the registration of any transfer of a Trust Certificate, the
prospective transferee shall be required to represent in writing to the Owner
Trustee, the Transferor and the Certificate Registrar the following:

               (i) It has neither acquired nor will it transfer any Trust
          Certificate it purchases (or any interest therein) or cause any such
          Trust Certificates (or any interest therein) to be marketed on or
          through an "established securities market" within the meaning of
          Section 7704(b)(1) of the Code, including, without limitation, an
          over-the counter-market or an interdealer quotation system that
          regularly disseminates firm buy or sell quotations.

               (ii) It either (A) is not, and will not become, a partnership,
          Subchapter S corporation or grantor trust for U.S. federal income tax
          purposes or (B) is such an entity, but none of the direct or indirect
          beneficial owners of any of the interests in such transferee have
          allowed or caused, or will allow or cause, 50% or more (or such other
          percentage as the Transferor may establish prior to the time of such
          proposed transfer) of the value of such interests to be attributable
          to such transferee's ownership of Trust Certificates.

               (iii) It understands that no subsequent transfer of the Trust
          Certificates is permitted unless (A) such transfer is of a Trust
          Certificate with a denomination of at least $250,000, (B) it causes
          its proposed transferee to provide to the Trust and the



                                       7

<PAGE>


          Certificate. Registrar a letter substantially in the form of Exhibit C
          hereto, or such other written statement as the Transferor shall
          prescribe and (C) the Transferor consents in writing to the proposed
          transfer, which consent shall be granted unless the Transferor
          determines that such transfer would create a risk that the Trust or
          the Titling Trust would be classified for federal or any applicable
          state tax purposes as an association (or a publicly traded
          partnership) taxable as a corporation; provided, however, that any
          attempted transfer that would either cause (1) the number of
          registered holders of Trust Certificates to exceed 95 or (2) the
          number of holders of direct or indirect interests in the Titling Trust
          to exceed 50, shall be a void transfer.

               (iv) It understands that the Opinion of Counsel to the Trust that
          the Trust is not a publicly traded partnership taxable as a
          corporation is dependent in part on the accuracy of the
          representations in paragraphs (i), (ii) and (iii) above.

               (v) It is not a Benefit Plan, will not acquire or hold the Trust
          Certificates being transferred on behalf of or with "plan assets" of a
          Benefit Plan, and is not a Person acting on behalf of such a Benefit
          Plan nor using the assets of such a Benefit Plan to effect such
          transfer;

               (vi) It is a Person who is either (A)(1) a citizen or resident of
          the United States, (2) a corporation, partnership or other entity
          organized in or under the laws of the United States or any political
          subdivision thereof or (3) a Person not described in (A)(1) or (2)
          whose ownership of the Trust Certificates is effectively connected
          with such Person's conduct of a trade or business within the United
          States (within the meaning of the Code) and its ownership of any
          interest in a Trust Certificate will not result in any withholding
          obligation with respect to any payments with respect to the Trust
          Certificates by any Person (other than withholding, if any, under
          Section 1446 of the Code) or (B) an estate or trust the income of
          which is includible in gross income for federal income tax purposes,
          regardless of source or a trust if a court within the United States is
          able to exercise primary supervision of the administration of the
          trust and one or more "U.S. persons" (as such term is defined in the
          Code) have the authority to control all substantial decisions of the
          Trust. It agrees that it will provide a certification of non-foreign
          status signed under penalty of perjury and, alternatively, that if it
          is a Person described in clause (A)(3) above, it will furnish to the
          Transferor and the Owner Trustee a properly executed IRS Form W-8ECI
          and a new IRS Form W-8ECI upon the expiration or obsolescence of any
          previously delivered form (and such other certifications,
          representations or Opinions of Counsel as may be requested by the
          Transferor and the Owner Trustee).

               (vii) It understands that any purported transfer of any Trust
          Certificate (or any interest therein) in contravention of any of the
          restrictions and conditions in this Section shall be void, and the
          purported transferee in such transfer shall not be recognized by the
          Trust or any other Person as a Trust Certificateholder for any
          purpose.

         (c) By acceptance of any Trust Certificate, the related Trust
Certificateholder specifically agrees with and represents to the Transferor, the
Trust and Certificate Registrar that no transfer of such Trust Certificate shall
be made unless the registration requirements of the Securities Act and any
applicable state securities laws are complied with, or such transfer is


                                       8

<PAGE>


exempt from the registration requirements under the Securities Act because the
transfer satisfies one of the following:

               (i) Such transfer is in compliance with Rule 144A, to a
          transferee who the transferor reasonably believes is a Qualified
          Institutional Buyer that is purchasing for its own account or for the
          account of a Qualified Institutional Buyer and to whom notice is given
          that such transfer is being made in reliance upon Rule 144A and (A)
          the transferor thereof executes and delivers to the Transferor and the
          Certificate Registrar, a Rule 144A certificate substantially in the
          form attached as Exhibit B and (B) the transferee executes and
          delivers to the Transferor and the Certificate Registrar an investment
          letter substantially in the form attached as Exhibit C.

               (ii) After the appropriate holding period, such transfer is
          pursuant to an exemption from registration under the Securities Act
          provided by Rule 144 under the Securities Act and the transferee, if
          requested by the Transferor or the Certificate Registrar, delivers an
          Opinion of Counsel in form and substance satisfactory to the
          Transferor.

         (d) The Transferor shall make the Rule 144A Information available to
the prospective transferor and transferee of a Trust Certificate. The Rule 144A
Information shall include any or all of the following items requested by the
prospective transferee:

               (i) the Prospectus, as amended or supplemented to the date of
          such transfer;

               (ii) each Payment Date Certificate delivered to Trust
          Certificateholders on each Payment Date preceding such request; and

               (iii) such other information as is reasonably available to the
          Transferor in order to comply with requests for information pursuant
          to Rule 144A.

         None of the Transferor, the Certificate Registrar or the Owner Trustee
is under an obligation to register any Trust Certificate under the Securities
Act or any state securities laws.

         (e) Upon surrender for registration of transfer or exchange of any
Trust Certificate at the office of the Certificate Registrar and upon compliance
with the provisions of this Agreement relating to such transfer or exchange,
provided that the requirements of Section 8-401 (a) of the UCC are met, the
Owner Trustee shall execute and shall, or shall cause the Authenticating Agent
to, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Trust Certificates in authorized denominations of a
like aggregate face amount dated the date of such authentication or the Trust
Certificates that the Trust Certificateholder making the exchange is entitled to
receive, as the case may be.

         The Certificate Registrar shall require that every Trust Certificate
presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer and accompanied by IRS Form
W-8BEN or W-9 or such other form as may be reasonably required in form
satisfactory to the Certificate, Registrar duly executed by the Trust
Certificateholder or such Person's attorney duly authorized in writing.



                                       9

<PAGE>

         No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Trust Certificates.

         The Certificate Registrar shall cancel and retain or destroy, in
accordance with the Certificate Registrar's retention policy then in effect, all
Trust Certificates surrendered for registration of transfer or exchange and
shall upon written request certify to the Transferor as to such retention or
destruction.

         (f) The provisions of this Section generally are intended, among other
things, to prevent the Trust from being characterized as a "publicly traded
partnership,, within the meaning of Section 7704 of the Code, in reliance on
Treasury Regulations Section 1.7704-1 (e) and (h), and the Transferor shall take
such intent into account in determining whether or not to consent to any
proposed transfer of any Trust Certificate.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make and the Certificate Registrar shall not register any
transfer or exchange of Trust Certificates for a period of 15 days preceding the
due date for any payment with respect to the Trust Certificates.

         SECTION 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If any mutilated Trust Certificate is surrendered to the Certificate Registrar,
or if the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Trust Certificate and there is delivered to
the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice that such Trust Certificate has been transferred to a protected purchaser
and provided that the requirements of Section 8-405 of the UCC are met, the
Owner Trustee on behalf of the Trust shall execute and the Authenticating Agent
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate
of like tenor and denomination. In connection with the issuance of any new Trust
Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Certificate issued pursuant to this Section shall constitute conclusive
evidence of an ownership interest in the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Trust Certificate shall be found at any
time.

         SECTION 3.06 Persons Deemed Trust Certificateholders. Prior to due
presentation of a Trust Certificate for registration of transfer, the Owner
Trustee, the Certificate Registrar, any Paying Agent and any of their respective
agents may treat the Person in whose name any Trust Certificate is registered in
the Certificate Register as the owner of such Trust Certificate for the purpose
of receiving distributions pursuant to Section 5.02 and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying
Agent or any of their respective agents shall be affected by any notice to the
contrary.

         SECTION 3.07 Access to List of Trust Certificateholders' Names and
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
the Owner Trustee, the Servicer and



                                       10

<PAGE>


the Transferor or the Indenture Trustee, as the case may be, within 15 days
after its receipt of a request therefor from the Owner Trustee, the Servicer,
the Transferor or the Indenture Trustee in writing, a list, in such form as the
requesting party may reasonably request, of the names and addresses of the Trust
Certificateholders as of the most recent Record Date. If (i) two or more Trust
Certificateholders or (ii) one or more Trust Certificateholders evidencing not
less than 25% of the Certificate Balance apply in writing to the Owner Trustee,
and such application states that the applicants desire to communicate with other
Trust Certificateholders with respect to their rights under this Agreement or
under the Trust Certificates and such application is accompanied by a copy of
the communication that such applicants propose to transmit, then the Owner
Trustee shall, within five Business Days after the receipt of such application,
afford such applicants access during normal business hours to the current list
of Trust Certificateholders. Each Trust Certificateholder, by receiving and
holding a Trust Certificate, shall be deemed to have agreed not to hold any of
the Transferor, the Owner Trustee, the Indenture Trustee or the Servicer, as the
case may be, accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

         SECTION 3.08 Maintenance of Office or Agency. The Owner Trustee shall
maintain in The Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Trust Certificates and the other Basic
Documents to which the Trust is a party may be served. The Owner Trustee
initially designates Wilmington Trust Company, c/o Computershare Trust Company
of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York,
as the office for such purposes. The Owner Trustee shall give prompt written
notice to the Transferor and the other Trust Certificateholders of any change in
the location of the Certificate Register or any such office or agency.

         SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make
distributions to the Trust Certificateholders pursuant to Section 5.02, and
shall report the amounts of such distributions to the Owner Trustee. Any Paying
Agent shall have the revocable power to withdraw funds from the Certificate
Distribution Account for the purpose of making the distributions referred to
above. The Paying Agent initially shall be U.S. Bank. The Owner Trustee may
revoke such power and remove the Paying Agent if the Owner Trustee determines in
its sole discretion that the Paying Agent has failed to perform its obligations
under this Agreement in any material respect. Any co-paying agent chosen by the
Transferor and acceptable to the Owner Trustee shall also be a Paying Agent.
Each Paying Agent may resign upon 30 days' written notice to the Owner Trustee.
In the event that a Paying Agent may no longer act as Paying Agent, the Owner
Trustee shall appoint a successor to act as Paying Agent (which shall be a bank
or trust company). The Owner Trustee shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Owner Trustee to execute and
deliver to the Owner Trustee an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Owner Trustee that as Paying
Agent, such successor Paying Agent or additional Paying Agent shall hold all
sums, if any, held by it for payment to the Trust Certificateholders in trust
for the benefit of the Trust Certificateholders entitled thereto until such sums
are paid to the Trust Certificateholders. The Paying Agent shall return all
unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Owner Trustee.
The provisions of Sections 7.01, 7.03, 7.04 and



                                       11

<PAGE>


8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so
long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

         SECTION 3.10 Ownership by the Transferor of Trust Certificates. The
Transferor shall receive on the Closing Date in accordance with Section 3.02 and
shall thereafter retain beneficial and record ownership of Trust Certificates
representing 100% of the Certificate Balance. Notwithstanding any other
provision of this Agreement to the contrary, any attempted transfer of any Trust
Certificate that would reduce such interest of the Transferor below 100% of the
Certificate Balance shall be void. The Owner Trustee shall cause one Trust
Certificate issued to the Transferor (representing 100% of the Certificate
Balance) to bear a legend stating "THIS CERTIFICATE IS NON-TRANSFERABLE."
Notwithstanding the foregoing, upon a dissolution or termination of the
Transferor, the Trust Certificates held by it shall be distributed to NMAC
without regard to the provisions of Section 3.02 or this Section 3.10.

         SECTION 3.11 Trust Certificates Held by Trust Transferor or Their
Affiliates. Unless otherwise specified in this Agreement or other Basic
Documents, any Trust Certificates owned by the Trust, the Transferor, the
Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their
respective Affiliates shall be entitled to the benefits under this Agreement
equally and proportionately to the benefits afforded other owners of the Trust
Certificates, except that such Trust Certificates shall be deemed not to be
outstanding for the purpose of determining whether the requisite percentage of
Securityholders have given any request, demand, authorization, direction,
notice, consent or other action under the Basic Documents (other than the
commencement by the Trust of a voluntary proceeding in bankruptcy), unless all
Securities are owned by the Trust, the Transferor, the Servicer (so long as NMAC
or an Affiliate is the Servicer) or any of their respective Affiliates.

                                  ARTICLE FOUR

              ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS

         SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to
Certain Matters. Subject to the provisions and limitations of Section 4.04, with
respect to the following matters, the Owner Trustee shall not take action unless
the Owner Trustee has notified the Trust Certificateholders and the Rating
Agencies in writing of the proposed action at least 30 days before the taking of
such action and Trust Certificateholders representing at least 25% of the
Certificate Balance have not notified the Owner Trustee in writing prior to the
30th day after such notice is given that such Trust Certificateholders have
withheld consent or provided alternative direction:

         (a) the initiation of any claim or lawsuit by the Trust and the
compromise of any action, claim or lawsuit brought by or against the Trust
(other than an action brought by the Servicer on behalf of the Titling Trust and
Persons having interests in the 2005-A SUBI Certificate to collect amounts owed
under a 2005-A Lease or 2005-A Vehicle);


                                       12
<PAGE>

         (b) the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Statutory
Trust Statute);

         (c) the amendment of the Indenture in circumstances where the consent
of any Noteholder is required;

         (d) the amendment of any Basic Document other than pursuant to, and in
accordance with, the amendment provision set forth in such Basic Document; or

         (e) the appointment a successor Owner Trustee or successor Indenture
Trustee.

         SECTION 4.02 Action by Trust Certificateholders With Respect to Certain
Matters. Subject to the provisions and limitations of Section 4.04, to the
extent the Owner Trustee or the Trust is deemed to be the Holder of the 2005-A
SUBI Certificate pursuant to the SUBI Trust Agreement, the Owner Trustee or
Trust, as the case may be, shall take such actions as directed in writing by
Trust Certificateholders holding Trust Certificates evidencing an interest of at
least 66 2/3% of the Certificate Balance; provided, however, that so long as the
Lien of the Indenture is outstanding, such direction shall be subject to the
consent of the Indenture Trustee. The Owner Trustee may not, except upon the
occurrence of a Servicer Default subsequent to the payment in full of the Notes
and in accordance with the written directions of Trust Certificateholders
holding 100% of the Certificate Balance, remove the Servicer, with respect to
the 2005-A SUBI Assets or appoint a successor Servicer with respect thereto.

         SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Trust Certificateholders (including the board of managers (including the
Independent Managers, as such term is defined in the Transferor's limited
liability company agreement) of the Transferor) and the delivery to the Owner
Trustee of a written certification by each Trust Certificateholder that such
Trust Certificateholder reasonably believes that the Trust is insolvent.

         SECTION 4.04 Restrictions on Trust Certificateholders' Power. The Trust
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the other Basic
Documents or would be contrary to the purpose of the Trust as set forth in
Section 2.03, nor shall the Owner Trustee be obligated to follow any such
direction, if given.

         SECTION 4.05 Majority Control. Except as expressly provided herein, any
action that may be taken by the Trust Certificateholders under this Agreement
may be taken by the Trust Certificateholders holding not less than a Majority
Interest of the Trust Certificates. Except as expressly provided herein, any
written notice of the Trust Certificateholders delivered pursuant to this
Agreement shall be effective if signed by Trust Certificateholders holding not
less than a Majority Interest of the Certificates at the time of delivery of
such notice.

                                  ARTICLE FIVE

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

                                       13

<PAGE>

         SECTION 5.01 Establishment of Certificate Distribution Account and
Reserve Account.

         (a) The Owner Trustee, for the benefit of the Trust Certificateholders,
shall establish and maintain, or cause to be established and maintained, at the
direction of the Transferor, an Eligible Account with and in the name of the
Owner Trustee which shall be designated the "Certificate Distribution Account."
The Certificate Distribution Account shall be held in trust for the benefit of
the Trust Certificateholders and shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Trust
Certificateholders.

         The Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. Except as otherwise provided herein, the Certificate
Distribution Account shall be under the sole dominion and control of the Owner
Trustee for the benefit of the Trust Certificateholders. If at any time the
Certificate Distribution Account ceases to be an Eligible Account, the Owner
Trustee (or the Transferor on behalf of the Owner Trustee, if the Certificate
Distribution Account is not then held by the Owner Trustee or an Affiliate
thereof) shall, within ten Business Days following notification of such
occurrence (or such longer period, not to exceed 30 calendar days, as to which
each Rating Agency may consent), establish a new Certificate Distribution
Account as an Eligible Account and shall transfer any cash or investments to
such new Certificate Distribution Account.

         (b) The Servicer, on behalf of the Trust, shall establish and maintain
an Eligible Account (initially at U.S. Bank) in the name of the Indenture
Trustee until the Outstanding Amount is reduced to zero, and thereafter, in the
name of the Owner Trustee, 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 has been reduced to zero, and
thereafter under the sole dominion and control of the Owner Trustee. On the
Closing Date, the Transferor will use the net proceeds of the sale of the Notes
and the Trust Certificates to make a capital contribution to the Trust, which
the Trust shall use to cause the Initial Deposit Amount to be deposited into the
Reserve Account. All deposits to and withdrawals from the Reserve Account shall
be made only upon the terms and conditions of the Basic Documents.

         (c) The Trust shall take or cause to be taken such further actions, to
execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments (including, without limitation, the Control
Agreement or any UCC financing statements) as may be determined to be reasonably
necessary by the Administrative Agent on behalf of the Trust, in order to
perfect the interests created by Section 5.01 (b) and otherwise fully effectuate
the purposes, terms and conditions of this Section. The Trust (or Administrative
Agent on behalf of the Trust) shall:

                  (i) promptly execute, deliver and file any financing
         statements, amendments, continuation statements, assignments,
         certificates and other documents with

                                       14

<PAGE>

         respect to such interests and perform all such other acts as may be
         necessary in order to perfect or to maintain the perfection of its
         securities interest in the Reserve Account; and

                  (ii) make the necessary filings of financing statements or
         amendments thereto within five days after the occurrence of any of the
         following (and promptly notify the Trust and the Owner Trustee of each
         such filing): (A) any change in the Transferor's corporate name or any
         trade name, (B) any change in the location of is chief executive office
         or principal place of business or (C) any merger or consolidation or
         other change in its identity or corporate structure.

         SECTION 5.02 Application of Trust Funds.

         (a) Until the Outstanding Amount of the Trust Certificates has been
reduced to zero, on each Payment Date, the Paying Agent (or the Owner Trustee,
if there is no Paying Agent) shall pay, to the extent of funds available, the
amount required to be deposited by the Titling Trustee and by the Indenture
Trustee into the Certificate Distribution Account pursuant to Section 8.04 of
the Indenture, after the payment in full of the Notes, for the payment of
principal of the Trust Certificates on such Payment Date, pro rata to the Trust
Certificateholders of record at the close of business on the Record Date with
respect to such Payment Date. On any Payment Date on which the amount on deposit
in the Reserve Account, after giving effect to all withdrawals therefrom and
deposits thereto in respect of that Payment Date, exceeds the Reserve Account
Requirement, any such excess shall be released to the Transferor.

         (b) On or after the date on which the Outstanding Amount of the Notes
has been reduced to zero, pursuant to the Indenture and the Control Agreement,
dominion and control over the Reserve Account shall be transferred to the Owner
Trustee. On each Payment Date thereafter, all amounts distributable to the Trust
Certificateholders shall be distributed by the Owner Trustee in the order and
priority set forth in Section 8.04(a) of the Indenture and the Owner Trustee
shall comply with Sections 8.04(c) and 8.05(a) of the Indenture.

         On the Payment Date on which the Certificate Balance has been reduced
to zero, the Owner Trustee shall release to the Transferor, without recourse,
representation or warranty (except as set forth in Section 7.03), all of the
Trust's right, title, and interest in, to and under the Reserve Account
Property. In addition, on or following the Payment Date on which the Certificate
Balance has been reduced to zero, the Transferor may direct the Owner Trustee in
writing to distribute to it, and upon receipt of such direction the Owner
Trustee shall distribute to the Transferor, the remaining assets of the Trust.

         (c) On each Payment Date, the Owner Trustee shall send to each Trust
Certificateholder a report (the "Distribution Statement") provided by the
Servicer, based on information in the Payment Date Certificate delivered
pursuant to Section 8.03 of the Indenture, that shall include the following
information:

                  (i) the amount of SUBI Collections for the related Collection
         Period and the amounts allocable to the 2005-A SUBI Certificate;

                  (ii) the Certificate Balance on the immediately preceding
         Payment Date, or if the current Payment Date is the first Payment Date,
         on the Closing Date;

                                       15

<PAGE>

                  (iii) the aggregate amount of interest accrued and paid on
         each Class of Notes during the related Accrual Period;

                  (iv) the aggregate amount of principal paid with respect to
         each Class of Notes and the Trust Certificates on such Payment Date and
         the Principal Carryover Shortfall, if any;

                  (v) the Outstanding Amount of the Notes and the Certificate
         Balance on the day immediately preceding such Payment Date;

                  (vi) the Note Factor for each Class of Notes and the
         Certificate Factor (after giving effect to payments made on such
         Payment Date);

                  (vii) the Available Funds deposited into the SUBI Collection
         Account, including amounts with respect to each of items (i) through
         (v) of the definition thereof;

                  (viii) (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;

                  (ix) the Servicing Fee and the Payment Date Advance
         Reimbursement for the related Collection Period; and

                  (x) the amount of Residual Value Losses for the related
         Collection Period.

         The information required to be delivered by such Distribution Statement
may be included with such other information or reports furnished by the Servicer
to the Owner Trustee in connection with the making of payments pursuant to the
other Basic Documents.

         (d) If any withholding tax is imposed on the Trust's payment (or, if
the Trust is treated as a partnership for federal income tax purposes,
allocations of income) to a Trust Certificateholder, such tax shall reduce the
amount otherwise distributable to such Trust Certificateholder in accordance
with this Section. The Owner Trustee is hereby authorized and directed to retain
from amounts otherwise distributable to such Trust Certificateholders,
sufficient funds for the payment of any withholding tax that is legally owed by
the Trust (but such authorization shall not prevent the Owner Trustee from
contesting any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
amount of any withholding tax imposed with respect to a Trust Certificateholder
shall be treated as cash distributed to such Trust Certificateholders, at the
time it is withheld by the Trust for remittance to the appropriate taxing
authority. If the Owner Trustee determines that there is a possibility that
withholding tax is payable with respect to a distribution (such as any
distribution to a "non-U. S. person" (as defined in Section 7701(a)(30) of the
Code)), the Owner Trustee may in its sole discretion withhold such amounts in
accordance with this Section. If a Trust Certificateholder wishes to apply for a
refund of any such withholding tax, the Owner Trustee shall reasonably cooperate
with such Trust Certificateholder

                                       16

<PAGE>

in making such claim so long as such Trust Certificateholder agrees to reimburse
the Owner Trustee for any out-of-pocket expenses incurred.

         (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the
case may be, neither the Indenture Trustee nor the Owner Trustee, as the case
may be, shall 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 or the Owner
Trustee's, as the case may be, failure to make payments on any such Permitted
Investments issued by the Indenture Trustee or the Owner Trustee, as the case
may be, in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms.

         SECTION 5.03 Method of Payment. Subject to Section 9.01(c) respecting
the final payment upon retirement of the Trust Certificates, distributions
required to be made to Trust Certificateholders on any Payment Date shall be
made to each Trust Certificateholder of record on the related Record Date by
check mailed to such Trust Certificateholder at the address of such holder
appearing on the Certificate Register, except that a Trust Certificateholder
having original denominations aggregating at least $1 million may request
payment by wire transfer of funds pursuant to written instructions delivered to
the Owner Trustee at least five Business Days prior to the Record Date.
Notwithstanding the foregoing, the final payment on the Trust Certificates shall
be made only upon presentation and surrender of such Trust Certificates at the
office or agency specified in the notice of final payment to the Trust
Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of
at least 10 days' notice from the Trust or the Administrative Agent as set forth
in the Indenture, provide such notice to the Trust Certificateholders of record
not more than 30 days and not less than 10 days prior to the date on which such
final payment is expected to occur.

         SECTION 5.04 Accounting and Reports.

         (a) The Owner Trustee shall, based on information provided by the
Transferor, (i) maintain (or cause to be maintained) the books of the Trust on a
calendar year basis on the accrual method of accounting (except as required by
Article Eleven), (ii) deliver to each Trust Certificateholder not later than the
latest date permitted by law (A) a statement of the amounts provided for in
Section 8.04 of the Indenture and (B) such information as may be required by the
Code and applicable Treasury Regulations with respect to instruments such as the
Trust Certificates and (iii) in addition to the Owner Trustee's rights under
Section 5.02, take such action as instructed by the Transferor to collect or
cause to be collected and paid over to applicable authorities any withholding
tax as described in and in accordance with Section 5.02 and Article Eleven with
respect to income or distributions to Trust Certificateholders. The Owner
Trustee shall make all elections pursuant to Article Eleven as directed by the
Transferor.

         (b) The Transferor shall maintain such books and records, and shall
prepare and file such reports and returns, as are required pursuant to this
Section and Section 5.02.

                                  ARTICLE SIX

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE


                                       17

<PAGE>
         SECTION 6.01 General Authority. The Owner Trustee shall administer the
Trust in the interest of the Trust Certificateholders, subject to the Lien of
the Indenture Trustee, in accordance with the Basic Documents. Subject to the
provisions and limitations of Sections 2.03 and 2.07, the Owner Trustee is
authorized and directed to execute and deliver on behalf of the Trust the Basic
Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Basic Documents to
which the Trust is to be a party, in each case in such form as the Transferor
shall approve as evidenced conclusively by the Owner Trustee's execution thereof
and the Transferor's execution of this Agreement, and on behalf of the Trust, to
direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the
aggregate principal amount of $219,700,000, Class A-2 Notes in the aggregate
principal amount of $242,000,000, Class A-3 Notes in the aggregate principal
amount of $445,000,000, and Class A-4 Notes in the aggregate principal amount of
$488,700,000. In addition to the foregoing, the Owner Trustee is authorized to
take all actions required of the Trust pursuant to the Basic Documents. The
Owner Trustee is further authorized from time to time to take such action on
behalf of the Trust as is permitted by the Basic Documents and that the Servicer
or the Administrative Agent recommends with respect to the Basic Documents,
except to the extent this Agreement expressly requires the consent of the Trust
Certificateholders for such action.

         SECTION 6.02 General Duties. Subject to the provisions and limitations
of Sections 2.03 and 2.07, it shall be the duty of the Owner Trustee to
discharge or cause to be discharged all of its responsibilities pursuant to the
terms of the Basic Documents to which the Trust is a party and to administer the
Trust in the interest of the Trust Certificateholders, subject to the Lien of
the Indenture Trustee and in accordance with the provisions of the Basic
Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to
have discharged its duties and responsibilities hereunder and under the other
Basic Documents to the extent the Administrative Agent has agreed in the Trust
Administration Agreement to perform any act or to discharge any duty of the
Trust or the Owner Trustee hereunder or under any other Basic Document, and the
Owner Trustee shall not be held liable for the default or failure of the
Administrative Agent to carry out its obligations under the Trust Administration
Agreement.

         SECTION 6.03 Action Upon Instruction.

         (a) Subject to Article Four and in accordance with the terms of the
Basic Documents, the Transferor may by written instruction direct the Owner
Trustee in the administration of the Trust subject to, and in accordance with,
the terms of the Basic Documents. The Owner Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Owner Trustee that shall be specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they conform on their face to the requirements
of this Agreement.

         (b) The Owner Trustee shall not be required to take any action
hereunder or under any other Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee, is contrary
to the terms hereof or of any other Basic Document or is otherwise contrary to
law or any obligation of the Owner Trustee or the Trust.

                                       18

<PAGE>

         (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
other Basic Document, the Owner Trustee shall promptly give notice (in such form
as shall be appropriate under the circumstances) to the Trust Certificateholders
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction of Trust Certificateholders holding not less than a Majority
Interest of the Trust Certificates, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instruction within ten days of such notice (or within such
shorter period of time as reasonably may be specified in such notice as may be
necessary under the circumstances), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
other Basic Documents as it shall deem to be in the best interests of the Trust
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         (d) If the Owner Trustee is unsure as to the application of any
provision of this Agreement or any other Basic Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement or any other
Basic Document permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action the Owner Trustee is required to take with
respect to a particular set of facts, the Owner Trustee may give notice (in such
form as shall be appropriate under the circumstances) to the Trust
Certificateholders requesting instruction and, to the extent the Owner Trustee
acts or refrains from acting in good faith in accordance with any such
instruction received from Trust Certificateholders holding not less than a
Majority Interest of the Trust Certificates and in accordance with Sections 6.04
and 6.05, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or as may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
other Basic Documents, as it shall deem to be in the best interests of the Trust
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         (e) Notwithstanding the foregoing, the right of the Transferor or the
Trust Certificateholders to take any action affecting the Owner Trust Estate
shall be subject to the rights of the Indenture Trustee under the Indenture.

         SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not
be required to perform any of the obligations of the Trust under this Agreement
or the other Basic Documents that are required to be performed by (i) the
Servicer under the Servicing Agreement or the 2005-A SUBI Supplement, (ii) the
Transferor under this Agreement, the Servicing Agreement, the Indenture, the
SUBI Certificate Transfer Agreement, or the Back-Up Security Agreement, (iii)
the Administrative Agent under the Trust Administration Agreement or (iv) the
Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty
or obligation to manage, make any payment with respect to, register, record,
sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise
take or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Trust is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction

                                       19

<PAGE>

received by the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any other Basic Document
against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any ownership or security
interest in the Owner Trust Estate or to record this Agreement or any other
Basic Document. Notwithstanding anything to the contrary herein or in any Basic
Document, neither the Indenture Trustee, the Titling Trustee nor the Trust Agent
shall be required to execute, deliver or certify on behalf of the Issuer or any
other person any filings, certificates, affidavits or other instruments required
under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law.
The Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any Liens (other than
the Lien of the Indenture) on any part of the Owner Trust Estate that result
from actions by or claims against the Owner Trustee in its individual capacity
that are not related to the ownership or the administration of the Owner Trust
Estate.

         SECTION 6.05 No Action Unless Specifically Authorized. The Owner
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with
any part of the Owner Trust Estate except in accordance with (i) the powers
granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) the other Basic Documents to which the Trust or the Owner
Trustee is a party and (iii) any document or instruction delivered to the Owner
Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not
transfer, sell, pledge, assign or convey the 2005-A SUBI Certificate, except as
specifically required or permitted by the Basic Documents.

         SECTION 6.06 Restrictions. The Owner Trustee shall not take any action
(i) that is contrary to the purposes of the Trust set forth in Section 2.03 or
(ii) that, to the actual knowledge of the Owner Trustee, would (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 Trust, the Transferor or the Titling Trust or any portion thereof to
be taxable as an association (or publicly traded partnership) taxable as a
corporation for federal or state income or franchise tax purposes. The Trust
Certificateholders and the Transferor shall not direct the Owner Trustee to take
action that would violate the provisions of this Section. The Owner Trustee may
not (i) initiate or settle any claim or lawsuit involving the Trust (unless
brought by the Servicer to collect amounts owed under a 2005-A Lease), (ii)
amend the Certificate of Trust (unless such amendment is required to be filed
under applicable law), (iii) amend this Agreement where Trust Certificateholder
consent is required, (iv) amend this Agreement where Trust Certificateholder
consent is not required if such amendment materially adversely affects the Trust
Certificateholders, (v) amend any Basic Document other than this Agreement if
such amendment materially adversely affects the Trust Certificateholders, or
(vi) appoint a successor Owner Trustee or successor Indenture Trustee, unless
(a) the Owner Trustee provides 30 days' written notice thereof to the Trust
Certificateholders and each Rating Agency and (b) Trust Certificateholders
holding at least 25% of the Certificate Balance (which for this purpose shall
include Trust Certificates held by the Trust, the Transferor, the Servicer and
their respective Affiliates) do not object in writing to any such proposed
amendment within 30 days of such notice. Notwithstanding anything herein to the
contrary, the Transferor, the Servicer and their respective Affiliates may
maintain normal commercial banking relationships with the Owner Trustee and its
Affiliates.


                                       20

<PAGE>

                                 ARTICLE SEVEN

                          CONCERNING THE OWNER TRUSTEE

         SECTION 7.01 Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of the Basic Documents to which
the Trust or the Owner Trustee is a party. The Owner Trustee shall not be
answerable or accountable hereunder or under any other Basic Document under any
circumstances, except (i) for its own willful misconduct, bad faith or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.03 made by' the Owner Trustee. In particular,
but not by way of limitation, and subject to the exceptions set forth in the
preceding sentence:

         (a) the Owner Trustee shall not be liable for any error in judgment of
an officer of the Owner Trustee made in good faith, unless it is proved that
such officer was negligent in ascertaining the facts;

         (b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of any
Trust Certificateholder, the Transferor, the Indenture Trustee, the
Administrative Agent or the Servicer;

         (c) no provision of this Agreement or any other Basic Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any other Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

         (d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes or the principal of the Trust
Certificates;

         (e) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Transferor or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate or for or in respect of the validity
or sufficiency of the other Basic Documents, other than the execution of and the
certificate of authentication on the Trust Certificates, and the Owner Trustee
shall in no event be deemed to have assumed or incurred any liability, duty or
obligation to any Securityholder or any third party dealing with the Trust or
the Owner Trust Estate, other than as expressly provided for herein and in the
other Basic Documents;

         (f) the Owner Trustee shall not be liable for the misfeasance,
malfeasance or nonfeasance of the Servicer, the Administrative Agent, the
Transferor, the Indenture Trustee or the Cap Provider under any of the Basic
Documents or otherwise, and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust or the Transferor under this
Agreement or the Basic Documents that are required to be performed by the
Servicer under the Servicing Agreement or the SUBI Trust Agreement, the
Administrative Agent under the Trust


                                       21

<PAGE>

Administration Agreement, or the Indenture Trustee under the Indenture or the
Cap Provider under the Interest Rate Cap Agreement; and

         (g) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any other Basic Document, at the request, order or direction of any
Trust Certificateholder unless such Trust Certificateholder have offered to the
Owner Trustee security or indemnity satisfactory to it against the Expenses that
may be incurred by the Owner Trustee therein or thereby; the right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in any
other Basic Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable for other than its bad faith, negligence or willful
misconduct in the performance of any such act.

         SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish
to any Trust Certificateholder promptly upon receipt of a written request
therefor (at the expense of the Trust Certificateholder), duplicates or copies
of all reports, notices, requests, demands, certificates and any other
instruments furnished to the Owner Trustee under the Basic Documents.

         SECTION 7.03 Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Transferor and the Trust Certificateholders,
that:

         (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
power, right and authority to execute, deliver and perform its obligations under
this Agreement.

         (b) It has taken all action necessary to authorize the execution and
delivery by it of this Agreement and each other Basic Document to which it is a
party, and this Agreement and each other Basic Document to which it is a party
will be executed and delivered by one of its officers who is duly authorized to
execute and deliver this Agreement and each other Basic Document to which it is
a party on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby or thereby nor
compliance by it with any of the terms or provisions hereof will contravene any
federal or Delaware law, governmental rule or regulation governing the banking
or trust powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or bylaws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by which
any of its properties may be bound or result in the creation or imposition of
any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions
by or claims against the Owner Trustee individually that are unrelated to this
Agreement or the other Basic Documents.

         (d) This Agreement has been duly executed and delivered by it and
constitutes the legal, valid and binding agreement of it, enforceable against
the Owner Trustee in accordance with its terms, except as enforceability may be
limited by bankruptcy, liquidation, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in general and by general
principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law.


                                       22

<PAGE>

         (e) It is authorized to exercise trust powers in the State of Delaware
as and to the extent contemplated herein or has appointed a Delaware trustee
that is so authorized and it has a principal place of business in the state of
Delaware or has appointed a Delaware trustee that has such a principal place of
business.

         SECTION 7.04 Reliance; Advice of Counsel.

         (a) The Owner Trustee may rely upon, shall be protected in relying upon
and shall incur no liability to anyone in acting or refraining from acting upon,
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a board resolution or documents of
any other governing body of any corporate party as conclusive evidence that such
board resolution or other document has been duly adopted by such body and that
the same is in full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president, any
vice president, the treasurer, any assistant treasurer or any other authorized
officers of the relevant party as to such fact or matter, and such certificate
shall constitute full protection to the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement and the other
Basic Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care and (ii) may consult with counsel, accountants and
other skilled Persons to be selected with reasonable care and employed by it.
The Owner Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the opinion or advice of any such counsel,
accountants or other such Persons and not, to the actual knowledge of the Owner
Trustee, contrary to this Agreement or any other Basic Document.

         SECTION 7.05 Not Acting in Individual Capacity. Except as provided in
this Article, in accepting the trusts hereby created, Wilmington Trust Company
acts solely as Owner Trustee hereunder and not in its individual capacity and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

         SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The
recitals contained herein and in the Trust Certificates (other than the
signature of the Owner Trustee and the certificate of authentication on the
Trust Certificates and its representations and warranties in Section 7.03) shall
be taken as the statements of the Transferor, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Basic Document or the Trust Certificates (other than the signature of the Owner
Trustee and the certificate of authentication on the Trust Certificates) or the
Notes or any offering document relating to either of them. The Owner Trustee
shall at no time have any responsibility or liability for or with respect to the
legality, validity or enforceability of any Basic Document to which the Owner
Trustee is to be a party (except for

                                       23

<PAGE>

enforceability against the Owner Trustee), or the perfection and priority of any
security interest created by or under any Basic Document, or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Owner Trust Estate or its ability to generate the payments to be distributed
to Trust Certificateholders under this Agreement or the Noteholders under the
Indenture, the validity of the transfer of the 2005-A SUBI Certificate, or for
the compliance by the Transferor, the Administrative Agent or the Servicer with
any warranty or representation made under any Basic Document or for the accuracy
of any such warranty or representation or for any action of the Administrative
Agent, the Servicer or the Indenture Trustee taken in the name of the Owner
Trustee; provided, however, that the foregoing shall not relieve the Owner
Trustee of its obligation to perform its duties under this Agreement.

         SECTION 7.07 Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Transferor, the
Servicer, the Administrative Agent, the Indenture Trustee and their respective
Affiliates, in banking transactions with the same rights as it would have if it
were not the Owner Trustee.

                                 ARTICLE EIGHT

                          COMPENSATION OF OWNER TRUSTEE

         SECTION 8.01 Owner Trustee's Compensation and Indemnification.

         (a) The Owner Trustee, the Certificate Registrar and any Paying Agent
shall receive as compensation from the Administrative Agent for its services
hereunder such fees as have been separately agreed upon before the date hereof
between the Transferor or the Administrative Agent and the Owner Trustee, the
Certificate Registrar or the Paying Agent. The Transferor shall be liable as
primary obligor for, and shall indemnify the Owner Trustee, the Certificate
Registrar and any Paying Agent and their respective successors, assigns, agents,
servants, officers and employees (collectively, the "Indemnified Parties") from
and against, any Expenses that may at any time be imposed on, incurred by or
asserted against the Owner Trustee or any other Indemnified Party in any way
relating to or arising out of the Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the Owner
Trustee hereunder, except that the Transferor shall not be liable for or
required to indemnify any Indemnified Party from and against Expenses arising or
resulting from any income taxes on any fees payable to any Indemnified Party as
described in Section 7.01 for any willful misconduct, bad faith or negligence on
the part of the Owner Trustee or in the case of the inaccuracy of any
representation or warranty of the Owner Trustee made in Section 7.03. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee, the Certificate Registrar or any Paying Agent
or the termination of this Agreement. In any event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section, the
Indemnified Party's choice of legal counsel shall be subject to the approval of
the Transferor, which approval shall not be unreasonably withheld. Neither the
Transferor nor the Administrative Agent shall make any claim upon the Owner
Trust Estate for the payment of such Expenses.


                                       24

<PAGE>

         (b) Notwithstanding the foregoing, the Owner Trustee shall not be
liable for (i) any error of judgment made by an officer of the Owner Trustee,
(ii) any action taken or omitted to be taken in accordance with the instructions
of any Trust Certificateholder, the Indenture Trustee, the Transferor, the
Administrative Agent or the Servicer, (iii) the interest on or principal of the
Securities or (iv) the default or misconduct of the Administrative Agent, the
Servicer, the Transferor or the Indenture Trustee.

                                  ARTICLE NINE

                         TERMINATION OF TRUST AGREEMENT

         SECTION 9.01 Termination of Trust Agreement.

         (a) This Agreement (other than Article Eight) shall terminate and the
Trust shall dissolve and be wound up in accordance with Section 3808 of the
Statutory Trust Statute, upon the earliest of (i) the final distribution by the
Owner Trustee of all funds or other property or proceeds of the Owner Trust
Estate in accordance with the terms of the Indenture and this Agreement or (ii)
at the times provided in Section 9.03. The bankruptcy, liquidation, dissolution,
or termination, death or incapacity of any Trust Certificateholder, other than
the Transferor, as described in Section 9.03, shall not (i) operate to terminate
this Agreement or the Trust, (ii) entitle such Trust Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Owner Trust Estate nor (iii) otherwise affect the rights, obligations
and liabilities of the parties hereto.

         (b) Except as provided in Section 9.01(a), neither the Transferor nor
any other Trust Certificateholder shall be entitled to revoke or terminate the
Trust.

         (c) Notice of any termination of this Agreement pursuant to Section
9.01(a), specifying the Payment Date upon which the Trust Certificateholders
shall surrender their Trust Certificates to the Paying Agent for final payment
and cancellation, shall be given by the Owner Trustee by letter to Trust
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Administrative Agent, stating (i) the Payment Date upon or
with respect to which final payment of the Trust Certificates shall be made upon
presentation and surrender of the Trust Certificates at the office of the Paying
Agent therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Trust Certificates at the office of the Paying Agent therein specified. The
Owner Trustee shall give such notice to the Certificate Registrar (if other than
the Owner Trustee) and the Paying Agent at the time such notice is given to
Trust Certificateholders and the Transferor. Upon presentation and surrender of
the Trust Certificates, the Paying Agent shall cause to be distributed to Trust
Certificateholders amounts distributable on such Payment Date pursuant to
Section 5.02. The Owner Trustee shall promptly notify each Rating Agency upon
the final payment of the Trust Certificates.

         (d) If one or more of the Trust Certificateholders shall not surrender
their Trust Certificates for cancellation within six months after the date
specified in the above-mentioned

                                       25

<PAGE>

written notice, the Owner Trustee shall give a second written notice to the
remaining Trust Certificateholders to surrender their Trust Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice, all of the Trust Certificates shall not have
been surrendered for cancellation, the Owner Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
Trust Certificateholders concerning surrender of their Trust Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the Owner Trustee to the
Administrative Agent.

         (e) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with
Section 3810 of the Statutory Trust Statute.

         SECTION 9.02 [Reserved].

         SECTION 9.03 Purchase of the 2005-A SUBI Certificate; Repayment of the
Trust Certificates.

         (a) The Servicer shall be permitted at its option to purchase, or cause
to be purchased, the 2005-A SUBI Certificate from the Trust on any Payment Date
if, either before or after giving effect to any payment of principal required to
be made on such Payment Date, (i) the Securities Balance is less than or equal
to 5% of the Initial Securities Balance or (ii) the Outstanding Amount of the
Notes is reduced to zero and 100% of the outstanding Trust Certificates are
owned by the Trust, the Transferor, the Servicer (so long as NMAC or an
Affiliate is the Servicer) and/or their respective Affiliates (the exercise of
such option is referred to as an "Optional Purchase"). The purchase price (the
"Optional Purchase Price") shall equal the aggregate Securitization Value of the
2005-A SUBI Assets plus the appraised value of any other property (other than
cash, in which case such value shall be the amount of such funds held in cash)
held as part of the Trust (less Liquidation Expenses) and shall be deposited by
the Servicer into the SUBI Collection Account on the Deposit Date related to
such Payment Date. The Servicer shall not exercise the Optional Purchase if the
Optional Purchase Price does not exceed the sum of (i) the Redemption, Price,
(ii) unpaid portions of any outstanding Sales Proceeds Advances and Monthly
Payment Advances, (iii) the Servicing Fee in respect of the related Collection
Period, together with any unpaid Servicing Fees in respect of one or more prior
Collection Periods, and (iv) the Certificate Balance. If the Servicer exercises
the Optional Purchase, the Notes shall be redeemed and the Trust Certificates
shall be repaid, in each case in whole but not in part on the related Payment
Date. The Servicer, at its option, may pay all or a portion of the Optional
Purchase Price by issuing a demand note in favor of the Trust, the terms of
which, on the whole, shall be commercially reasonable and substantially similar
to terms that would prevail in an arms-length negotiation between unaffiliated
parties; provided, however, that (x) the Servicer shall pay in cash the portion
of the Optional Purchase Price that is equal to or greater than the sum of the
amounts specified in clauses (i) through (iii) of the second preceding sentence
and (y) the Servicer may issue a demand note to a Trust Certificateholder
pursuant to this Section 9.03 only if such Certificateholder consents to the
receipt of such demand note.

                                       26
<PAGE>
         (b) In connection with an Optional Purchase, the Trust Certificates
shall be due and payable on the related Payment Date, upon furnishing of a
notice complying with Section 9.03(c) to each Trust Certificateholder. The
Administrative Agent or the Owner Trustee shall furnish each Rating Agency
notice of such repayment or redemption.

         (c) Notice of repayment or redemption under Section 9.03(b) shall be
given (i) by the Administrative Agent to the Owner Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed at least 10 days prior
to the related Payment Date and (ii) by the Owner Trustee to each Trust
Certificateholder by facsimile or by first-class mail, postage prepaid,
transmitted or mailed at least 10 days (but no more than 30 days) prior to the
related Payment Date, at such Trust Certificateholder's or the Transferor's
address appearing in the Certificate Register.

         All notices of repayment shall state:

                  (i) the related Payment Date for the repayment;

                  (ii) [reserved];

                  (iii) the place where the Trust Certificates to be repaid are
         to be surrendered for payment of the Repayment Price (which shall be
         the office or agency of the Owner Trustee to be maintained as provided
         in Section 3.08); and

                  (iv) that on the related Payment Date, the Repayment Price
         will become due and payable upon each such Trust Certificate.

         Notice of repayment of the Trust Certificates shall be given by the
Owner Trustee in the name and at the expense of the Trust. Failure to give
notice of repayment or any defect therein, to any Trust Certificateholder shall
not impair or affect the validity of the repayment of any Trust Certificate.

         (d) The Trust Certificates to be repaid shall, following notice of
repayment as required by Section 9.03(c) on the related Payment Date, become due
and payable at the Repayment Price.

                                  ARTICLE TEN

         SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.01 Eligibility Requirements for Owner Trustee. The Owner
Trustee shall (i) be a corporation satisfying the provisions of Section 3807(a)
of the Statutory Trust Statute; (ii) at all times be able and authorized to
exercise corporate trust powers; (iii) have a long-term debt rating of "A" or
higher by Moody's and Standard and Poor's, or be otherwise acceptable to each
Rating Agency; (iv) have combined capital and surplus of at least $50,000,000;
and (v) be subject to supervision or examination by federal or state
authorities. If the Owner Trustee shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of the Owner Trustee shall be deemed to be its combined capital and
surplus






                                       27
<PAGE>

as set forth in its most recent report of condition so published. In case at any
time the Owner Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Owner Trustee shall resign immediately in the
manner and with the effect specified in Section 10.02.

         Section 10.02 Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrative Agent, the Servicer, each
Rating Agency, the Transferor, the Indenture Trustee and the Trust
Certificateholders. If, for any reason, Wilmington Trust Company or any of its
Affiliates should assume the duties of the Indenture Trustee, then from that
time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall
resign as Owner Trustee hereunder if any Event of Default under the Indenture
occurs and is necessary to eliminate any conflict of interest under the TIA with
the Indenture Trustee or any other trustee under the Indenture. Upon receiving
such notice of resignation, the Transferor shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee. If no successor Owner Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrative Agent, the Transferor or Trust
Certificateholders holding not less than a Majority Interest of the Trust
Certificates (which, for this purpose, includes Trust Certificates owned by the
Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the
Servicer) or any of their respective Affiliates), or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Transferor or such Trust
Certificateholders may remove the Owner Trustee. If the Owner Trustee shall be
removed pursuant to the preceding sentence, the Transferor shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Transferor shall provide (or shall cause to be
provided) notice of such resignation or removal of the Owner Trustee and the
appointment of a successor Owner Trustee to each of the Rating Agencies.

         Section 10.03 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrative Agent and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee shall become effective and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its





                                       28
<PAGE>

predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses, deliver to the successor Owner Trustee all documents and statements
and monies held by it under this Agreement; and the Transferor, the
Administrative Agent and the predecessor Owner Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for
fully and certainly vesting and confirming in the successor Owner Trustee all
such rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Transferor shall mail notice of the successor of such Owner
Trustee to all Trust Certificateholders, the Indenture Trustee and each Rating
Agency. If the Transferor shall fail to mail such notice within ten days after
acceptance of appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the Transferor.

         Section 10.04 Merger or Consolidation of Owner Trustee. Any Person (i)
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, (ii) resulting from any merger, conversion or consolidation to
which the Owner Trustee shall be a party or (iii) succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall be
the successor of the Owner Trustee hereunder, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto,
provided, that such Person shall be eligible pursuant to Section 10.01 anything
herein to the contrary notwithstanding. The Owner Trustee shall mail notice of
such merger, conversion, or consolidation to each Rating Agency, the Indenture
Trustee and the Trust Certificateholders.

         Section 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provision of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate may at the time be located, the Transferor and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons to act as co-trustee, jointly
with the Owner Trustee, or separate trustee or separate trustees, of all or any
part of the Owner Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Transferor and the Owner Trustee may consider necessary or desirable. If
the Transferor shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a trustee
pursuant to Section 10.01 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.03.

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



                                       29
<PAGE>

         (a) all rights, powers, duties and obligations conferred or imposed
upon the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner 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 Owner 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 Owner Trust Estate or 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 Owner Trustee;

         (b) no trustee under this Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Agreement; and

         (c) the Transferor and the Owner Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Owner 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 Agreement 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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee
and a copy thereof given to the Administrative Agent, the Servicer and the
Transferor.

         Any separate trustee or co-trustee may at any time appoint the Owner
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
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                 ARTICLE ELEVEN

                                   TAX MATTERS

         Section 11.01 Tax and Accounting Characterization.


         (a) It is the intent of the parties hereto that the Trust not
constitute a separate entity for federal income tax and state income and
franchise tax purposes. It is the intent of the Transferor and the Trust
Certificateholders that the Notes be treated as indebtedness secured by the
2005-A Vehicles and the payments on the 2005-A Leases for federal income tax and
state income and franchise tax purposes. If, however, the Trust is
re-characterized as a separate entity for federal income tax purposes, it is the
intention of the parties that it qualify as a partnership,





                                       30
<PAGE>

with the assets of the partnership being the Owner Trust Estate. The parties
agree that, unless otherwise required by appropriate tax authorities, the Trust
shall not file or cause to be filed annual returns, reports or other forms and
will treat the Trust in a manner consistent with the characterization that the
Trust is not a separate entity for tax purposes.

         The Transferor and the Trust Certificateholder, by acceptance of a
Trust Certificate, agree to take no action inconsistent with the foregoing
intention.

         (b) It is the intent of the Transferor to treat the Trust Certificates
as equity interests in the Trust for financial accounting purposes.

         Section 11.02 Signature on Returns; Tax Matters Partner.

         (a) If the Trust shall be required to file federal or other income tax
returns as a partnership, such returns shall be signed by an authorized
signatory for the Transferor or such other Person as shall be required by law to
sign such returns of the Trust.

         (b) By acceptance of its beneficial interest in a Trust Certificate,
each Trust Certificateholder agrees that in the event that the Trust is
classified as a partnership for federal income tax purposes, the Transferor
shall be the "tax matters partner" of the Trust pursuant to the Code.

         Section 11.03 Tax Reporting. Unless otherwise required by appropriate
tax authorities, the Trust shall not file or cause to be filed annual or other
income or franchise tax returns and shall not be required to obtain any taxpayer
identification number.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

         Section 12.01 Supplements and Amendments.


         (a) Any term or provision of this Agreement may be amended by the
parties hereto, without the consent of any other Person; provided that (i)
either (A) any amendment that materially and adversely affects the interests of
the Noteholders or the Certificateholders shall require the consent,
respectively, of Noteholders evidencing not less than a Majority Interest of the
Notes voting together as a single class, or of Trust Certificateholders
evidencing not less than a Majority Interest of the Trust Certificates (provided
that if the Transferor and its Affiliates do not hold all of the Trust
Certificates, then the Trust Certificates held by the Transferor and its
Affiliates shall not be deemed Outstanding for purposes of this provision) or
(B) such amendment shall not, as evidenced by an Officer's Certificate of the
Transferor delivered to the Indenture Trustee (with respect to the Noteholders)
or the Trust Certificateholders, as applicable, materially and adversely affect
the interests of the Noteholders or the Certificateholders, as the case may be
and (ii) any amendment that materially and adversely affects the interests of
the Servicer or the Indenture Trustee shall require the prior written consent of
the Persons whose interests are materially and adversely affected, provided,
further that an Opinion of Counsel shall be furnished to the Indenture Trustee
and the Owner Trustee to the effect that such amendment or supplement shall not
affect the treatment of any outstanding Notes for federal income tax purposes,
or cause the Trust or the 2005-A SUBI Certificate to be classified as an
association (or a publicly traded partnership) taxable as a corporation for
Federal income tax purposes. An amendment shall be deemed not to materially and
adversely affect the interests of the Noteholders if the Rating Agency Condition
is satisfied with respect to such amendment and the Officer's Certificate
described in the preceding sentence





                                       31
<PAGE>

is provided to the Indenture Trustee. The consent of the Servicer or the
Indenture Trustee shall be deemed to have been given if the Transferor 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) Notwithstanding the foregoing, no amendment shall (i) reduce the
interest rate or principal amount of any Note, or change the due date of any
installment of principal of or interest in any Note or the Redemption Price with
respect thereto, without the consent of the Holder of such Note, or (ii) reduce
the Outstanding Amount, the Holders of which are required to consent to any
matter without the consent of the Holders of at least a Majority Interest of the
Notes which were required to consent to such mater before giving effect to such
amendment.

         (c) Notwithstanding anything herein to the contrary, any term or
provision of this Agreement may be amended by the parties hereto without the
consent of any of the Noteholders or any other Person to add, modify or
eliminate any provisions as may be necessary or advisable in order to comply
with or obtain more favorable treatment under or with respect to any law or
regulation or any accounting rule or principle (whether now or in the future in
effect); it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.

         (d) Not less than 15 days prior to the execution of any amendment to
this Agreement, the Transferor shall provide each Rating Agency, the Trust
Certificateholder, the Transferor, the Owner Trustee and the Indenture Trustee
with written notice of the substance of such amendment. No later than 10
Business Days after the execution of any amendment to this Agreement, the
Transferor shall furnish a copy of such amendment to each Rating Agency, the
Trust Certificateholders, the Indenture Trustee and the Owner Trustee.

         (e) This Agreement may also be amended or supplemented from time to
time, at the request of the holders of no less than 66 2/3% of all outstanding
Trust Certificates (provided that if the Transferor and its Affiliates do not
hold all of the Trust Certificates, then the Trust Certificates held by the
Transferor and its Affiliates shall not be deemed Outstanding for purposes of
this provision) to approve any trust purpose with respect to the Trust in
addition to the purpose authorized pursuant to Section 2.03(b), upon not less
that 90 days notice to each Rating Agency and each Noteholder and subject to
each of (1) the prior written notice to each Rating Agency of such action, and
(2) the consent of the holders of at least 66 2/3% of all outstanding Notes
(including such Notes, if any, owned by the Trust, the Transferor, the Servicer
(as long as NMAC or an Affiliate is the Servicer) and their respective
Affiliates), and provided, further that an Opinion of Counsel shall be furnished
to the Indenture Trustee and the Owner Trustee to the effect that such amendment
or supplement shall not affect the treatment of any outstanding Notes for
federal income tax purposes, or cause the Trust or the 2005-A SUBI Certificate
to be classified as an association (or a publicly traded partnership) taxable as
a corporation for federal income tax purposes.

         (f) Prior to the execution of any amendment to this Agreement, the
Owner Trustee shall be entitled to receive and rely upon an opinion of counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent to the execution and delivery of
such amendment have been satisfied. The Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.



                                       32
<PAGE>

         Section 12.02 No Legal Title to Owner Trust Estate. The Trust
Certificateholders shall have legal title to any part of the Owner Trust Estate.
The Trust Certificateholders shall be entitled to receive distributions with
respect to their Trust Certificates only in accordance with Articles Five and
Nine. No transfer, by operation of law or otherwise, of any right, title or
interest of the Trust Certificateholders to and in their ownership interest in
the Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

         Section 12.03 Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Transferor, the
Trust Certificateholders, the Administrative Agent, the Servicer and the
Indenture Trustee and the Noteholders, and nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

         Section 12.04 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 Owner Trustee, at Wilmington Trust Company, Rodney Square
North, 1100 N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302)
651-8882), Attention: Corporate Trust Administration; (ii) if to the Transferor,
at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310)
719-8509), Attention: Secretary; (iii) if to Moody's, at Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS
Monitoring Group (telecopier no. (212) 553-7820); (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.

         Any notice required or permitted to be given to a Trust
Certificateholder shall be given by first-class mail, confirmed, facsimile or
overnight courier, postage prepaid, at the address of such Trust
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not such Trust Certificateholder receives such
notice.

         Section 12.05 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 12.06 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.



                                       33
<PAGE>

         Section 12.07 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Transferor, the Owner Trustee, and each Trust Certificateholder and their
respective successors and permitted assigns, all to the extent as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Trust Certificateholder shall bind the successors and assigns of the
Transferor or such Trust Certificateholder.

         Section 12.08 No Petition. The Owner Trustee, any Paying Agent, the
Transferor and each Trust Certificateholder by accepting a Trust Certificate,
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 institute against, or join any other Person in
instituting against NMAC, the Grantor, the Transferor, the Trustee, the Titling
Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or
other Proceeding under any federal or state bankruptcy or similar law.

         Section 12.09 No Recourse. Each Trust Certificate entitles the holder
thereof to the respective rights and benefits set forth in this Agreement and in
the Trust Certificates. The Trust Certificates do not represent interests in or
obligations of the Servicer, the Transferor, the Owner Trustee, any Paying
Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be had
against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Trust Certificates or the other Basic
Documents.

         Section 12.10 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 12.12 Trust Certificates Nonassessable and Fully Paid. Trust
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Trust Certificates shall be nonassessable for
any losses or expenses of the Trust or for any reason whatsoever, and, upon
authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust
Certificates shall be deemed fully paid.

         Section 12.13 Furnishing of Basic Documents. The Transferor shall
furnish to any Trust Certificateholder promptly upon receipt of a written
request by such Trust Certificateholder (at the expense of the requesting Trust
Certificateholder) therefor, duplicates or copies of all Basic Documents.


                           [Signature Page to Follow]



                                       34
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Trust Agreement to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.

                                     NISSAN AUTO LEASING LLC II, as Transferor



                                      By:     __________________________________
                                              Name:  Kazuhiko Kazama
                                              Title:  Treasurer


                                     WILMINGTON TRUST COMPANY, as Owner Trustee

                                     By:      __________________________________
                                              Name:_____________________________
                                              Title:____________________________






                                      S-1
<PAGE>
                                                                       EXHIBIT A

                                    EXHIBIT A

                            FORM OF TRUST CERTIFICATE

                                TRUST CERTIFICATE

                       SEE REVERSE FOR CERTAIN DEFINITIONS

         THIS CERTIFICATE IS NON-TRANSFERABLE.

         THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST
CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN
EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE
OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR
OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT
SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY
NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA"), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, ANY "PLAN" AS
DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" OF ANY OF THE
FOREGOING (EACH A "BENEFIT PLAN"). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN
INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION
ON BENEFIT PLAN ASSETS.

         THE PRINCIPAL OF THIS TRUST CERTIFICATE IS DISTRIBUTABLE AS SET FORTH
IN THE TRUST AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
TRUST CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



                                      A-1

<PAGE>



                                                                       EXHIBIT A


         THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE TRANSFEROR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATIVE AGENT, NMAC,
NALL II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND
WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.


                                      A-2
<PAGE>


                                                                       EXHIBIT A

                         NISSAN AUTO LEASE TRUST 2005-A

                            ASSET BACKED CERTIFICATE

         evidencing a beneficial interest in the Trust, as defined below, the
         property of which includes, among other things, the 2005-A SUBI
         Certificate, evidencing a 100% beneficial interest in the 2005-A SUBI.
         The property of the Trust has been pledged to the Indenture Trustee
         pursuant to the Indenture to secure the payment of the Notes issued
         thereunder.

         This Trust Certificate does not represent an interest in or obligation
of the Transferor, Nissan Motor Acceptance Corporation, the Owner Trustee or any
of their respective Affiliates, except to the extent described below.

         NUMBER                                                  $______________
         R-_______

         This certifies that _________________ is the registered owner of a
_________________ dollars nonassessable, fully-paid, beneficial ownership
interest in the Nissan Auto Lease Trust 2005-A (the "Trust") formed by Nissan
Auto Leasing LLC II, a Delaware limited liability company (the "Transferor").

         The Trust was created pursuant to a trust agreement, as amended and
restated as of August 25, 2005 (the "Trust Agreement"), between the Transferor
and Wilmington Trust Company, as trustee (the "Owner Trustee"), a summary of
certain of the pertinent provisions of which is set forth below. Capitalized
terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Agreement of Definitions.

         This Trust Certificate is one of the duly authorized Trust Certificates
designated as "Asset Backed Certificates" (the "Trust Certificates"). Also
issued under an indenture, dated as of __________, 2005 (the "Indenture"),
between the Trust and U.S. Bank National Association, as trustee (the "Indenture
Trustee"), are the ____% Asset Backed Notes, Class A-1, the ____% Asset Backed
Notes, Class A-2, the ____% Asset Backed Notes, Class A-3 and the Floating Rate
Asset Backed Notes, Class A-4. This Trust Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which
Trust Agreement the holder of this Trust Certificate by virtue of the acceptance
hereof assents and by which such Trust Certificateholder is bound. The property
of the Trust primarily includes, among other things, (i) the 2005-A SUBI
Certificate, evidencing a 100% beneficial interest in the 2005-A SUBI, and (ii)
all proceeds of the foregoing. The rights of the Trust in the foregoing property
have been pledged by the Trust to the Indenture Trustee to secure the payment of
the Notes.

         The Trust Certificates represent obligations of the Trust only and do
not represent interests in, recourse to or obligations of the Transferor, the
UTI Beneficiary or any of their respective Affiliates.


                                      A-3
<PAGE>


                                                                       EXHIBIT A

         Under the Trust Agreement, there will be distributed on the 15th day of
each month (or, if such day is not a Business Day, the next Business Day),
commencing November 15, 2005 (each, a "Payment Date"), to the Person in whose
name this Trust Certificate is registered at the close of business on the day
preceding each Payment Date (each, a "Record Date") such Trust
Certificateholder's percentage interest in the amount to be distributed with
respect to the Trust Certificates on such Payment Date.

         The holder of this Trust Certificate acknowledges and agrees that its
rights to receive payments in respect of this Trust Certificate are subordinated
to the rights of the Noteholders as described in the Indenture.

         It is the intent of the Transferor and Trust Certificateholder that the
Trust not constitute a separate entity for federal income and state income and
franchise tax purposes, and that the Notes be treated as indebtedness for such
purposes. If, however, the Trust is re-characterized as a separate entity for
federal income tax purposes, it is the intention of the parties to the Trust
Agreement that it qualify as a partnership for such purposes. The Transferor and
the other Trust Certificateholders, by acceptance of a Trust Certificate, agree
to take no action inconsistent with the foregoing intention.

         Each Trust Certificateholder by accepting a Trust Certificate,
covenants and agrees that prior to the date that is one year and one day after
the date upon which all obligations under each Securitized Financing have been
paid in full, it will not institute against, or join any other Person in
instituting against NMAC, the Grantor, the Transferor, the Trustee, the Titling
Trust, the Issuer, any Special Purpose Affiliate or any Beneficiary, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or
other Proceeding under any federal or state bankruptcy or similar law.

         Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by check mailed to the Trust Certificateholder of record in the
Certificate Register without the presentation or surrender of this Trust
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final payment on this
Trust Certificate will be made after due notice by the Owner Trustee of the
pendency of such payment and only upon presentation and surrender of this Trust
Certificate at the office or agency maintained for the purpose by the Owner
Trustee in The Borough of Manhattan in the City of New York.

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

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Trust Certificate shall not entitle the holder hereof to any benefit under
the Trust Agreement or be valid for any purpose.

         THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND


                                      A-4

<PAGE>

                                                                       EXHIBIT A

REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.



                                      A-5

<PAGE>



                                                                       EXHIBIT A

         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Trust Certificate to be duly
executed.

Dated: ________________________, 2005         NISSAN AUTO LEASE TRUST 2005-A


                                              By: WILMINGTON TRUST COMPANY, as
                                                  Owner Trustee

                                              By: ______________________________
                                                  Name:
                                                  Title:


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Trust Certificates referred to in the
within-mentioned Trust Agreement.



WILMINGTON TRUST COMPANY,                     or  WILMINGTON TRUST COMPANY,
as Owner Trustee                                  as Owner Trustee

By: _______________________                       By: __________________________
                                                      Authenticating Agent



                                                  By: __________________________


                                      A-6

<PAGE>


                                                                       EXHIBIT A

                         [Reverse of Trust Certificate]

         The Trust Certificates do not represent an obligation of or an interest
in the Transferor, the Servicer, the Owner Trustee or any of their respective
Affiliates, and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated herein or in the Trust
Agreement or the other Basic Documents. In addition, this Trust Certificate is
not guaranteed by any governmental agency or instrumentality and is limited in
right of payment to certain collections and recoveries and certain other amounts
respecting the assets of the Trust, all as more specifically set forth in the
Indenture. The Transferor will furnish, upon the request of any holder of a
Trust Certificate, such information as is specified in paragraph (d)(4) of Rule
144A of the Securities Act of 1933, as amended, with respect to the Trust.

         The Trust Agreement may be amended by the parties thereto, without the
consent of any other Person; provided that (i) either (A) any amendment that
materially and adversely affects the interests of the Noteholders or the
Certificateholders shall require the consent, respectively, of Noteholders
evidencing not less than a Majority Interest of the Notes voting together as a
single class, or of Trust Certificateholders evidencing not less than a Majority
Interest of the Trust Certificates (provided that if the Transferor and its
Affiliates do not hold all of the Trust Certificates, then the Trust
Certificates held by the Transferor and its Affiliates shall not be deemed
Outstanding for purposes of this provision.) or (B) such amendment shall not, as
evidenced by an Officer's Certificate of the Transferor delivered to the
Indenture Trustee (with respect to the Noteholders) or the Trust
Certificateholders, as applicable, materially and adversely affect the interests
of the Noteholders or the Certificateholders, as the case may be and (ii) any
amendment that materially and adversely affects the interests of the Servicer or
the Indenture Trustee shall require the prior written consent of the Persons
whose interests are materially and adversely affected, provided, further that an
Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner
Trustee to the effect that such amendment or supplement shall not affect the
treatment of any outstanding Notes for Federal income tax purposes, or cause the
Trust or the 2005-A SUBI Certificate to be classified as an association (or a
publicly traded partnership) taxable as a corporation for Federal income tax
purposes. An amendment shall be deemed not to materially and adversely affect
the interests of the Noteholders if the Rating Agency Condition is satisfied
with respect to such amendment and the Officer's Certificate described in the
preceding sentence is provided to the Indenture Trustee. The consent of the
Servicer or the Indenture Trustee shall be deemed to have been given if the
Transferor does not receive a written objection from such Person within 10
Business Days after a written request for such consent shall have been given.
The Indenture Trustee may, but shall not be obligated to, enter into or consent
to any such amendment that affects the Indenture Trustee; own rights, duties,
liabilities or immunities under the Trust Agreement.


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

         Notwithstanding anything herein to the contrary, any term or provision
of the Trust Agreement may be amended by the Transferor 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.

         Not less than 15 days prior to the execution of any amendment to the
Trust Agreement, the Transferor shall provide each Rating Agency, the Trust
Certificateholder, the Transferor, the Owner Trustee and the Indenture Trustee
with written notice of the substance of such amendment. No later than 10
Business Days after the execution of any amendment to this Agreement, the
Transferor


                                      A-7

<PAGE>

                                                                       EXHIBIT A

shall furnish a copy of such amendment to each Rating Agency, the Trust
Certificateholders, the Indenture Trustee and the Owner Trustee.

         The Trust Agreement may also be amended or supplemented from time to
time, at the request of the holders of no less than 66 2/3% of all outstanding
Trust Certificates (including Trust Certificates owned by the Trust, the
Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and
their respective Affiliates), to approve any trust purpose with respect to the
Trust in addition to the purpose authorized pursuant to the Trust Agreement,
upon not less that 90 days notice to each Rating Agency and each Noteholder and
subject to each of (1) the prior written notice to each Rating Agency of such
action, and (2) the consent of the holders of at least 66 2/3% of all
outstanding Notes (including such Notes, if any, owned by the Trust, the
Transferor, the Servicer (as long as NMAC or an Affiliate is the Servicer) and
their respective Affiliates), and provided, further that an Opinion of Counsel
shall be furnished to the Indenture Trustee and the Owner Trustee to the effect
that such amendment or supplement shall not affect the treatment of any
outstanding Notes for federal income tax purposes, or cause the Trust or the
2005-A SUBI Certificate to be classified as an association (or a publicly traded
partnership) taxable as a corporation for federal income tax purposes.

         Prior to the execution of any amendment to the Trust Agreement, the
Owner Trustee shall be entitled to receive and rely upon an opinion of counsel
stating that the execution of such amendment is authorized or permitted by the
Trust Agreement and that all conditions precedent to the execution and delivery
of such amendment have been satisfied. The Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under the Trust Agreement or otherwise.

         As provided in the Trust Agreement, if and to the extent transfers are
permitted and if the Transferor delivers an Opinion of Counsel that the Trust
Certificates are transferable in accordance with the terms set forth therein,
which opinion the Transferor has not determined can be given under the Internal
Revenue Code and existing and proposed regulations thereunder, the transfer of
this Trust Certificate is registerable in the Certificate Register upon
surrender of this Trust Certificate for registration of transfer at the offices
or agencies of the Certificate Registrar maintained by the Owner Trustee in the
Borough of Manhattan, The City of New York, accompanied by, a written instrument
of transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Trust Certificateholder hereof or such Trust
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Trust Certificates of the same class and in authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is Wilmington Trust Company.

         The Trust Certificates are issuable only as registered Trust
Certificates without coupons in minimum denominations of $250,000. As provided
in the Trust Agreement and subject to certain limitations therein set forth,
Trust Certificates are exchangeable for new Trust Certificates of authorized
denominations evidencing the same aggregate denomination, as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.



                                      A-8
<PAGE>


                                                                       EXHIBIT A

         The Owner Trustee, the Certificate Registrar, any Paying Agent and any
of their respective agents may treat the Person in whose name this Trust
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Registrar, any Paying Agent and any of their
respective agents shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the trust created thereby shall terminate upon the payment to Trust
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Indenture and the disposition of all property held as
part of the Owner Trust Estate.

         Any prospective transferee of a Trust Certificate will be required to
deliver a letter to the Transferor and the Certificate Registrar substantially
in the form of Exhibit C to the Trust Agreement, which letter includes a
representation that such prospective transferee is not a "Benefit Plan Investor"
(as defined in Department of Labor Regulation 2510.3-101(f)(2)). The Trust
Certificates may not be transferred, sold, pledged or otherwise disposed to or
for the account of a Benefit Plan Investor.

         The Trust Certificates may not be acquired by a Benefit Plan. By
accepting and holding this Trust Certificate, the holder hereof shall be deemed
to have represented and warranted that it is not a Benefit Plan and is not
acquiring this Trust Certificate or an interest therein for the account of a
Benefit Plan.


                                      A-9
<PAGE>



                                                                       EXHIBIT A

                                   ASSIGNMENT

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

________________________________________________________________________________

         PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

 (Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing attorney to transfer said Trust Certificate on the
books of the Certificate Registrar, with full power of substitution in the
premises.

Dated: ____________________________



________________________________________________*
Signature Guaranteed:


________________________________________________*


*        NOTICE: The signatures(s) on this Assignment must correspond with the
         name(s) as written on the face of the within Trust Certificate in every
         particular without alteration, enlargement or any change whatsoever.
         Such signature must be guaranteed by a member firm of the New York
         Stock Exchange or a commercial bank or trust company.





                                      A-10

<PAGE>
                                                                       EXHIBIT B



                          FORM OF RULE 144A CERTIFICATE

                                                       ------------------, -----

Nissan Auto Leasing LLC II
990 West 190th Street
Torrance, California 90502

Wilmington Trust Company,
  as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Wilmington Trust Company,
  as Certificate Registrar
520 Madison Avenue
33rd Floor
New York, New York 10019

Ladies and Gentlemen:

         This is to notify you as to the transfer of $__________ initial
principal balance of Asset Backed Certificates (the "Trust Certificates") of
Nissan Auto Lease Trust 2005-A (the "Trust").

         The undersigned is the holder of the Trust Certificates and with this
notice hereby deposits with Wilmington Trust Company (the "Owner Trustee")
$________ initial principal balance of Trust Certificates and requests that
Trust Certificates in the same initial principal balance be issued, executed and
authenticated and registered to the purchaser on ____________, 200_, as
specified in the trust agreement dated August 25, 2005, as amended and restated
by the Amended and Restated Trust Agreement dated __________, 2005 among
Wilmington Trust Company and Nissan Auto Leasing LLC II, as follows:

         Name:                              Denominations:

         Address:

         Taxpayer I.D. No:

         The undersigned represents and warrants that the undersigned (a)
reasonably believes the purchaser is a "qualified institutional buyer," as
defined in Rule 144A under the Securities Act of 1933, as amended (the "Act"),
(b) such purchaser has acquired the Trust Certificates in a transaction effected
in accordance with the exemption from the registration requirements of the Act
provided by Rule 144A and (c) if the purchaser has purchased the Trust
Certificates for one or more accounts for which it is acting as fiduciary or
agent, (i) each such account is a qualified institutional buyer and (ii) the
purchaser is acquiring Trust Certificates for its own account or for


                                      B-1
<PAGE>

                                                                       EXHIBIT B

one or more institutional accounts for which it is acting as fiduciary or agent
in a minimum amount equivalent to not less than $250,000 for each such account.

                                        Very truly yours,

                                        ----------------------------------------

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                      B-2
<PAGE>


                                                                       EXHIBIT C


                            FORM OF INVESTMENT LETTER

                          QUALIFIED INSTITUTIONAL BUYER

U.S. Bank National Association,
  as Indenture Trustee
209 South LaSalle Street, Suite 300
Chicago, Illinois 60611


Wilmington Trust Company,
  as Owner Trustee
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890

Nissan Auto Leasing LLC II
990 West 190th Street
Torrance, California 90502

Ladies and Gentlemen:

         In connection with our proposed purchase of $__________ aggregate
principal amount of Certificates (the "Certificates") representing an undivided
interest in the Nissan Auto Lease Trust 2005-A (the "Trust"), the investor on
whose behalf the undersigned is executing this letter (the "Purchaser") confirms
that:

         1. Reference is made to the Prospectus, dated __________, 2005 (the
"Prospectus"), relating to the Certificates. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in the
Prospectus. The Purchaser has received a copy of the Prospectus and such other
information as the Purchaser deems necessary in order to make its investment
decision and the Purchaser has been provided the opportunity to ask questions
of, and receive answers from, the Servicer and Nissan Auto Leasing LLC II, as
the Transferor, concerning the Servicer, the UTI Beneficiary and the Transferor
and the terms and conditions of the offering described in the Prospectus. The
Purchaser has received and understands the above, and understands that
substantial risks are involved in an investment in the Certificates. The
Purchaser represents that in making its investment decision to acquire the
Certificates, the Purchaser has not relied on representations, warranties,
opinions, projections, financial or other information or analysis, if any,
supplied to it by any person, including you, the Servicer, the Transferor or the
Owner Trustee or any of your or their affiliates, except as expressly contained
in the Prospectus and in the other written information, if any, discussed above.
The Purchaser has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Certificates, and the Purchaser is able to bear the substantial economic
risks of such an investment. The Purchaser has relied upon its own tax, legal
and financial advisors in connection with its decision to purchase the
Certificates.


                                      C-1

<PAGE>


                                                                       EXHIBIT C


         2. The Purchaser is (A) a "Qualified Institutional Buyer" (as defined
in Rule 144A under the Securities Act of 1933, as amended (the "1933 Act")) and
has delivered to you a certificate substantially in the form attached hereto as
Annex 1 or Annex 2, as applicable and (B) acquiring the Certificates for its own
account or for the account of an investor of the type described in clause (A)
above as to each of which the Purchaser exercises sole investment discretion.
The Purchaser is purchasing the Certificates for investment purposes and not
with a view to, or for, the offer or sale in connection with, a public
distribution or in any other manner that would violate the 1933 Act or the
securities or "Blue Sky" laws of any state.

         3. The Purchaser understands that the Certificates have not been and
will not be registered under the 1933 Act or under the securities or blue sky
laws of any state, and that (i) if it decides to resell, pledge or otherwise
transfer any Certificate, such Certificate may be resold, pledged or transferred
without registration only to an entity that has delivered to the Transferor and
the Owner Trustee a certification that it is a Qualified Institutional Buyer
that purchases (1) for its own account or (2) for the account of such a
Qualified Institutional Buyer, that is, in either case, aware that the resale,
pledge or transfer is being made in reliance on said Rule 144A and (ii) it will,
and each subsequent holder will be required to, notify any purchaser of any
Certificate from it of the resale restrictions referred to in clause (i) above.

         4. The Purchaser understands that each of Certificate will bear a
legend to the following effect, unless otherwise agreed by the Transferor and
the Owner Trustee:

                  "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE
                  HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
                  THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
                  ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A
                  UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL
                  INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
                  ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
                  THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
                  MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE
                  TRANSFEROR AND THE OWNER TRUSTEE OF A LETTER SUBSTANTIALLY IN
                  THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY
                  THE OWNER TRUSTEE AND THE TRANSFEROR OF SUCH OTHER EVIDENCE
                  ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH
                  REOFFER, RESALE,


                                      C-2
<PAGE>

                                                                       EXHIBIT C

                  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT
                  AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
                  ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY
                  OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT
                  BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT
                  PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
                  INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHETHER OR
                  NOT SUBJECT TO TITLE I OF ERISA, ANY "PLAN" AS DEFINED IN
                  SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
                  AMENDED, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN
                  ASSETS" OF ANY OF THE FOREGOING (EACH A "BENEFIT PLAN"). BY
                  ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN,
                  THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT
                  THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE
                  FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS."

         5. If the Purchaser is acquiring any Certificate as a fiduciary or
agent for one or more investor accounts, it has sole investment discretion with
respect to each such account and that it has full power to make the
acknowledgements, representations and agreements contained herein on behalf of
such account.

         6. The Purchaser is not (a) an "employee benefit plan" (as defined in
Section 3(3) of ERISA), whether or not subject to the provisions of Title I of
ERISA, (b) a "plan" (as defined in Section 4975(e)(1) of the Code) that is
subject to Section 4975 of the Code or (c) any entity whose underlying assets
include plan assets of any of the foregoing (each, a "Benefit Plan").

         7. The Purchaser has neither acquired nor will it transfer any
Certificate it purchases (or any interest therein) or cause any such
Certificates (or any interest therein) to be marketed on or through an
"established securities market "within the meaning of Section 7704(b)(1) of the
Code, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.

         8. The Purchaser either (A) is not, and will not become, a partnership,
Subchapter S corporation or grantor trust for U.S. federal income tax purposes
or (B) is such an entity, but none of the direct or indirect beneficial owners
of any of the interests in such transferee have allowed or caused, or will allow
or cause, 50% or more (or such other percentage as the Transferor may establish
prior to the time of such proposed transfer) of the value of such interests to
be attributable to such transferee's ownership of Certificates.



                                      C-3

<PAGE>
                                                                       EXHIBIT C

         9. The Purchaser understands that no subsequent transfer of the
Certificates is permitted unless (A) such transfer is of a Certificate with a
denomination of at least $250,000, (B) it causes its proposed transferee to
provide to the Transferor and the Certificate Registrar a letter substantially
in the form of Exhibit C to the Trust Agreement, as applicable, or such other
written statement as the Transferor shall prescribe and (C) the Transferor
consents in writing to the proposed transfer, which consent shall be granted
unless the Transferor determines that such transfer would create a risk that the
Trust or the Titling Trust would be classified for federal or any applicable
state tax purposes as an association (or a publicly traded partnership) taxable,
as a corporation; provided, however, that any attempted transfer that would
either cause (1) the number of registered holders of Certificates to exceed 95
or (2) the number of holders of direct or indirect interests in the Titling
Trust to exceed 50, shall be a void transfer.

         10. The Purchaser understands that the opinion of counsel to the Trust
that the Trust is not a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the representations in paragraphs 7, 8 and
9 above.

         11. The Purchaser is a Person who is either (A)(1) a citizen or
resident of the United States, (2) a corporation, partnership or other entity
organized in or under the laws of the United States or any political subdivision
thereof or (3) a Person not described in (A)(1) or (2) whose ownership of the
Certificates is effectively connected with such Person's conduct of a trade or
business within the United States (within the meaning of the Code) and its
ownership of any interest in a Certificate will not result in any withholding
obligation with respect to any payments with respect to the Certificates by any
Person (other than withholding, if any, under Section 1446 of the Code) or (B)
an estate the income of which is includible in gross income for federal income
tax purposes regardless of source or a trust if the court within the United
States is able to exercise primary supervision of the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the Trust. It agrees that it will provide a
certification of non-foreign status signed under penalty of perjury and,
alternatively, that if it is a Person described in clause (A)(3) above, it will
furnish to the Transferor and the Owner Trustee a properly executed IRS Form
W-8ECI and a new W-8ECI upon the expiration or obsolescence of any previously
delivered form (and such other certifications, representations or Opinions of
Counsel as may be requested by the Transferor and the Owner Trustee).

         12. The Purchaser agrees that if at some time in the future it wishes
to transfer or exchange any of the Certificates, it will not transfer or
exchange any of the Certificates unless such transfer or exchange is in
accordance with Section 3.04 of the Trust Agreement. The Purchaser understands
that any purported transfer of the Certificates (or any interest therein) in
contravention of any of the restrictions and conditions in the Trust Agreement,
as applicable, shall be a void, and the purported transferee in such transfer
shall not be recognized by the Trust or any other Person as a Certificateholder,
as the case may, be for any purpose.

         13. The Purchaser hereby irrevocably requests you to arrange for
definitive Certificates representing the Certificates purchased by the Purchaser
to be registered and delivered promptly after the Closing Date as follows:



                                      C-4
<PAGE>

     Principal Amount of            Registered in           Deliver Definitive
    Definitive Certificate:            Name of                Certificate to:

    ----------------------       ---------------------    ----------------------

    ----------------------       ---------------------    ----------------------

    ----------------------       ---------------------    ----------------------

         You and the Owner Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                        Very truly yours,

                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      C-5
<PAGE>

                                                                       EXHIBIT C

                                                            ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "Purchaser") hereby certifies as follows to the
addressees of the Rule 144A Representation Letter to which this certification is
attached with respect to the Certificate described therein:

         (i)      As indicated below, the undersigned is the President, Chief
                  Financial Officer, Senior Vice President or other executive
                  officer of the Purchaser.

         (ii)     In connection with purchases by the Purchaser, the Purchaser
                  is a "qualified institutional buyer" as that term is defined
                  in Rule 144A ("Rule 144A") under the Securities Act of 1933,
                  as amended, because (i) the Purchaser owned and/or invested on
                  a discretionary basis $_________(1) in securities (except for
                  the excluded securities referred to below) as of the end of
                  the Purchaser's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A) and (ii) the
                  Purchaser satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Purchaser is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or charitable
                           organization described in Section 501(c)(3) of the
                           Internal Revenue Code of 1986, as amended.

                  ___      Bank. The Purchaser (a) is a national bank or banking
                           institution organized under the laws of any state,
                           territory or the District of Columbia, the business
                           of which is substantially confined to banking and is
                           supervised by the state or territorial banking
                           commission or similar official or is a foreign bank
                           or equivalent institution, and (b) has an audited net
                           worth of at least $25,000,000 as demonstrated in its
                           latest annual financial statements, a copy of which
                           is attached hereto.

                  ___      Savings and Loan. The Purchaser (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           state or federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto.


----------
(1) Purchaser must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Purchaser is a dealer, and, in that case,
Purchaser must own and/or invest on a discretionary basis at least $10,000,000
in securities.


                                      C-6
<PAGE>

                                                                       EXHIBIT C

                  ___      Broker-dealer. The Purchaser is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934, as amended (the "Exchange Act").

                  ___      Insurance Company. The Purchaser is an insurance
                           company whose primary and predominant business
                           activity is the writing of insurance or the
                           reinsuring of risks underwritten by insurance
                           companies and which is subject to supervision by the
                           insurance commissioner or a similar official or
                           agency of a state, territory or the District of
                           Columbia.

                  ___      State or Local Plan. The Purchaser is a plan
                           established and maintained by a state, its political
                           subdivisions, or any agency or instrumentality of the
                           state or its political subdivisions, for the benefit
                           of its employees (a "Plan").

                  ___      Investment Advisor. The Purchaser is an investment
                           advisor registered under the Investment Advisors Act
                           of 1940.

                  ___      Small Business Investment Company. The Purchaser is a
                           small business investment company licensed by the
                           U.S. Small Business Administration under Section
                           301(c) or (d) of the Small Business Investment Act of
                           1958.

                  ___      Business Development Company. The Purchaser is a
                           business development company as defined in Section
                           202(a)(22) of the Investment Advisors Act of 1940.

         (iii)    The term "securities" as used herein does not include (i)
                  securities of issuers that are affiliated with the Purchaser,
                  (ii) securities that are part of an unsold allotment to or
                  subscription by the Purchaser, if the Purchaser is a dealer,
                  (iii) bank deposit notes and certificates of deposit, (iv)
                  loan participations, (v) repurchase agreements, (vi)
                  securities owned but subject to a repurchase agreement and
                  (vii) currency, interest rate and commodity swaps.

         (iv)     For purposes of determining the aggregate amount of securities
                  owned and/or invested on a discretionary basis by the
                  Purchaser, the Purchaser used the cost of such securities to
                  the Purchaser and did not include any of the securities
                  referred to in the preceding paragraph, except (i) where the
                  Purchaser reports its securities holdings in its financial
                  statements on the basis of their market value, and (ii) no
                  current information with respect to the cost of those
                  securities has been published. If clause (ii) in the preceding
                  sentence applies, the securities may be valued at their market
                  value. Further, in determining such aggregate amount, the
                  Purchaser may have included securities owned by subsidiaries
                  of the Purchaser, but only if such subsidiaries are
                  consolidated with the Purchaser in its financial statements
                  prepared in accordance with generally accepted accounting
                  principles and if the investments of such subsidiaries are
                  managed under the Purchaser's direction. However, such
                  securities were not included if the Purchaser is a
                  majority-owned,


                                      C-7
<PAGE>

                                                                       EXHIBIT C

                  consolidated subsidiary of another enterprise and the
                  Purchaser is not itself a reporting company under the Exchange
                  Act.

         (v)      The Purchaser acknowledges that it is familiar with Rule 144A
                  and understands that the seller to it and other parties
                  related to the Certificates are relying and will continue to
                  rely on the statements made herein because one or more sales
                  to the Purchaser may be in reliance on Rule 144A.

         (vi)     Until the date of purchase of the Certificates, the Purchaser
                  will notify each of the parties to which this certification is
                  made of any changes in the information and conclusions herein.
                  Until such notice is given, the Purchaser's purchase of the
                  Certificates will constitute a reaffirmation of this
                  certification as of the date of such purchase. In addition, if
                  the Purchaser is a bank or savings and loan is provided above,
                  the Purchaser agrees that it will furnish to such parties
                  updated annual financial statements promptly after they become
                  available.



----------------------------------------
Name of Purchaser



By
      ----------------------------------
      Name:
      Title:

Dated:
      ----------------------------------


                                      C-8
<PAGE>

                                                                       EXHIBIT C

                                                            ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

         The undersigned (the "Purchaser") hereby certifies as follows to the
addressees of the Rule 144A Representation Letter to which this certification is
attached with respect to the Certificate described therein:

         (i)      As indicated below, the undersigned is the President, Chief
                  Financial Officer or Senior Vice President of the Purchaser
                  or, if the Purchaser is a "qualified institutional buyer" as
                  that term is defined in Rule 144A ("Rule 144A") under the
                  Securities Act of 1933, as amended, because the Purchaser is
                  part of a Family of Investment Companies (as defined below),
                  is such an officer of the Adviser.

         (ii)     In connection with purchases by the Purchaser, the Purchaser
                  is a "qualified institutional buyer" as defined in Rule 144A
                  because (i) the Purchaser is an investment company registered
                  under the Investment Company Act of 1940, as amended, and (ii)
                  as marked below, the Purchaser alone, or the Purchaser's
                  Family of Investment Companies, owned at least $100,000,000 in
                  securities (other than the excluded securities referred to
                  below) as of the end of the Purchaser's most recent fiscal
                  year. For purposes of determining the amount of securities
                  owned by the Purchaser or the Purchaser's Family of Investment
                  Companies, the cost of such securities was used, except (i)
                  where the Purchaser or the Purchaser's Family of Investment
                  Companies reports its securities holdings in its financial
                  statements on the basis of their market value, and (ii) no
                  current information with respect to the cost of those
                  securities has been published. If clause (ii) in the preceding
                  sentence applies, the securities may be valued at market.

                  ___      The Purchaser owned $ in securities (other than the
                           excluded securities referred to below) as of the end
                           of the Purchaser's most recent fiscal year (such
                           amount being calculated in accordance with Rule
                           144A).

                  ___      The Purchaser is part of a Family of Investment
                           Companies which owned in the aggregate $ in
                           securities (other than the excluded securities
                           referred to below) as of the end of the Purchaser's
                           most recent fiscal year (such amount being calculated
                           in accordance with Rule 144A).

         (iii)    The term "Family of Investment Companies" as used herein means
                  two or more registered investment companies (or series
                  thereof) that have the same investment adviser or investment
                  advisers that are affiliated (by virtue of being majority
                  owned subsidiaries of the same parent or because one
                  investment adviser is a majority owned subsidiary of the
                  other).


                                      C-9
<PAGE>

                                                                       EXHIBIT C

         (iv)     The term "securities" as used herein does not include (i)
                  securities of issuers that are affiliated with the Purchaser
                  or are part of the Purchaser's Family of Investment Companies,
                  (ii) bank deposit notes and certificates of deposit, (iii)
                  loan participations, (iv) repurchase agreements, (v)
                  securities owned but subject to a repurchase agreement and
                  (vi) currency, interest rate and commodity swaps.

         (v)      The Purchaser is familiar with Rule 144A and understands that
                  the parties listed in the Rule 144A Representation Letter to
                  which this certification relates are relying and will continue
                  to rely on the statements made herein because one or more
                  sales to the Purchaser will be in reliance on Rule 144A. In
                  addition, the Purchaser will only purchase for the Purchaser's
                  own account.

         (vi)     Until the date of purchase of the Transferor Certificate, the
                  undersigned will notify the parties listed in the Rule 144A
                  Transferee Certificate to which this certification relates of
                  any changes in the information and conclusions herein. Until
                  such notice is given, the Purchaser's purchase of the
                  Certificates will constitute a reaffirmation of this
                  certification by the undersigned as of the date of such
                  purchase.



----------------------------------------
Name of Purchaser or Advisor



By
      ----------------------------------
      Name:
      Title:


IF AN ADVISOR:



----------------------------------------
Name of Purchaser

Dated:
      ----------------------------------


                                      C-10