<PAGE>
                                                                     Exhibit 4.1

================================================================================

                         NISSAN AUTO LEASE TRUST 2005-A

                                  $219,700,000
                       ____% Asset Backed Notes, Class A-1

                                  $242,000,000
                       ____% Asset Backed Notes, Class A-2

                                  $445,000,000
                       ____% Asset Backed Notes, Class A-3

                                  $488,700,000
                   Floating Rate Asset Backed Notes, Class A-4

                         NISSAN AUTO LEASE TRUST 2005-A

                                       and

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

                                   ----------

                                    INDENTURE

                          Dated as of __________, 2005

                                   ----------

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE ONE        DEFINITIONS...........................................      1
   SECTION 1.01    Capitalized Terms.....................................      1
   SECTION 1.02    Interpretation........................................      2
   SECTION 1.03    Incorporation by Reference Trust Indenture Act........      2

ARTICLE TWO        THE NOTES.............................................      3
   SECTION 2.01    Form..................................................      3
   SECTION 2.02    Execution, Authentication and Delivery................      3
   SECTION 2.03    Temporary Notes.......................................      3
   SECTION 2.04    Registration; Registration of Transfer and Exchange...      4
   SECTION 2.05    Mutilated, Destroyed, Lost or Stolen Notes............      5
   SECTION 2.06    Persons Deemed Owners.................................      6
   SECTION 2.07    Cancellation..........................................      6
   SECTION 2.08    Release of Collateral.................................      7
   SECTION 2.09    Book-Entry Notes......................................      7
   SECTION 2.10    Notices to Clearing Agency............................      7
   SECTION 2.11    Definitive Notes......................................      8
   SECTION 2.12    Authenticating Agents.................................      8
   SECTION 2.13    The Interest Rate Cap Agreement.......................      9
   SECTION 2.14    Tax Treatment.........................................     10

ARTICLE THREE      COVENANTS.............................................     10
   SECTION 3.01    Payments to Noteholders, Trust Certificateholders and
                   Transferor............................................     10
   SECTION 3.02    Maintenance of Office or Agency.......................     10
   SECTION 3.03    Money for Payments to be Held in Trust................     10
   SECTION 3.04    Existence.............................................     12
   SECTION 3.05    Protection of Owner Trust Estate......................     12
   SECTION 3.06    Opinions as to Owner Trust Estate.....................     13
   SECTION 3.07    Performance of Obligations; Servicing of the 2005-A
                   SUBI Assets...........................................     13
   SECTION 3.08    Negative Covenants....................................     14
   SECTION 3.09    Trust Certificates and Reports........................     15
</TABLE>


                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 3.10    Restrictions on Certain Other Activities..............     15
   SECTION 3.11    Notice of Defaults....................................     16
   SECTION 3.12    Further Instruments and Acts..........................     16
   SECTION 3.13    Delivery of the 2005-A SUBI Certificate...............     16
   SECTION 3.14    Compliance with Laws..................................     16
   SECTION 3.15    Issuer May Consolidate, etc., Only on Certain Terms...     16
   SECTION 3.16    Successor or Transferee...............................     18
   SECTION 3.17    Removal of the Administrative Agent...................     18
   SECTION 3.18    Perfection Representations............................     19
   SECTION 3.19    Securities Exchange Act Filings.......................     19

ARTICLE FOUR       SATISFACTION AND DISCHARGE............................     19
   SECTION 4.01    Satisfaction and Discharge of Indenture...............     19
   SECTION 4.02    Application of Trust Money............................     20
   SECTION 4.03    Repayment of Monies Held by Paying Agent..............     20

ARTICLE FIVE       INDENTURE DEFAULT.....................................     21
   SECTION 5.01    Indenture Defaults....................................     21
   SECTION 5.02    Acceleration of Maturity; Waiver of Indenture
                   Default...............................................     22
   SECTION 5.03    Collection of Indebtedness and Suits for Enforcement
                   by Indenture Trustee..................................     23
   SECTION 5.04    Remedies; Priorities..................................     25
   SECTION 5.05    Optional Preservation of the Owner Trust Estate.......     26
   SECTION 5.06    Limitation of Suits...................................     27
   SECTION 5.07    Unconditional Rights of Noteholders to Receive
                   Principal and Interest................................     27
   SECTION 5.08    Restoration of Rights and Remedies....................     27
   SECTION 5.09    Rights and Remedies Cumulative........................     28
   SECTION 5.10    Delay or Omission Not a Waiver........................     28
   SECTION 5.11    Control by Noteholders................................     28
   SECTION 5.12    [Reserved]............................................     28
   SECTION 5.13    Undertaking for Costs.................................     29
   SECTION 5.14    Waiver of Stay or Extension Laws......................     29
</TABLE>


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 5.15    Action on Notes.......................................     29
   SECTION 5.16    Performance and Enforcement of Certain Obligations....     29
   SECTION 5.17    Sale of Owner Trust Estate............................     30

ARTICLE SIX        THE INDENTURE TRUSTEE.................................     30
   SECTION 6.01    Duties of Indenture Trustee...........................     30
   SECTION 6.02    Rights of Indenture Trustee...........................     31
   SECTION 6.03    Individual Rights of Indenture Trustee................     33
   SECTION 6.04    Indenture Trustee's Disclaimer........................     33
   SECTION 6.05    Notice of Defaults....................................     33
   SECTION 6.06    Reports by Indenture Trustee to Noteholders...........     33
   SECTION 6.07    Compensation and Indemnity............................     34
   SECTION 6.08    Replacement of Indenture Trustee......................     34
   SECTION 6.09    Successor Indenture Trustee by Merger.................     36
   SECTION 6.10    Appointment of Co-Trustee or Separate Trustee.........     36
   SECTION 6.11    Eligibility; Disqualification.........................     37
   SECTION 6.12    Trustee as Holder of the 2005-A SUBI Certificate......     38
   SECTION 6.13    Representations and Warranties of Indenture Trustee...     38
   SECTION 6.14    Furnishing of Documents...............................     38
   SECTION 6.15    Interest Rate Cap Agreement Provisions................     38
   SECTION 6.16    Preferred Collection of Claims Against Issuer.........     39

ARTICLE SEVEN      NOTEHOLDERS' LISTS AND REPORTS........................     39
   SECTION 7.01    Note Registrar to Furnish Noteholder Names and
                   Addresses.............................................     39
   SECTION 7.02    Preservation of Information; Communications to
                   Noteholders...........................................     40
   SECTION 7.03    Reports by Issuer.....................................     40
   SECTION 7.04    Reports by Indenture Trustee..........................     41

ARTICLE EIGHT      ACCOUNTS, DISBURSEMENTS AND RELEASES..................     41
   SECTION 8.01    Collection of Money...................................     41
   SECTION 8.02    Accounts..............................................     42
   SECTION 8.03    Payment Date Certificate..............................     42
</TABLE>


                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 8.04    Disbursement of Funds.................................     43
   SECTION 8.05    General Provisions Regarding Accounts.................     47
   SECTION 8.06    Release of Owner Trust Estate.........................     48
   SECTION 8.07    Release of Interest In 2005-A Leases and 2005-A
                   Vehicles Upon Purchase or Reallocation by the
                   Servicer..............................................     48
   SECTION 8.08    Opinion of Counsel....................................     48

ARTICLE NINE       SUPPLEMENTAL INDENTURES...............................     49
   SECTION 9.01    Supplemental Indentures Without Consent of
                   Noteholders...........................................     49
   SECTION 9.02    Supplemental Indentures With Consent of Noteholders...     50
   SECTION 9.03    Execution of Supplemental Indentures..................     51
   SECTION 9.04    Effect of Supplemental Indenture......................     52
   SECTION 9.05    Reference in Notes to Supplemental Indentures.........     52

ARTICLE TEN        REDEMPTION OF NOTES...................................     52
   SECTION 10.01   Redemption............................................     52
   SECTION 10.02   Form of Redemption Notice.............................     53
   SECTION 10.03   Notes Payable on Redemption Date......................     53

ARTICLE ELEVEN     MISCELLANEOUS.........................................     53
   SECTION 11.01   Compliance Certificates and Opinions..................     53
   SECTION 11.02   Form of Documents Delivered to Indenture Trustee......     55
   SECTION 11.03   Acts of Noteholders...................................     56
   SECTION 11.04   Notices...............................................     56
   SECTION 11.05   Notices to Noteholders; Waiver........................     57
   SECTION 11.06   Effect of Headings and Table of Contents..............     57
   SECTION 11.07   Successors and Assigns................................     57
   SECTION 11.08   Severability..........................................     57
   SECTION 11.09   Benefits of Indenture.................................     58
   SECTION 11.10   Legal Holidays........................................     58
   SECTION 11.11   Governing Law.........................................     58
   SECTION 11.12   Counterparts..........................................     58
   SECTION 11.13   Recording of Indenture................................     58
</TABLE>


                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 11.14   Trust Obligation......................................     58
   SECTION 11.15   No Petition...........................................     59
   SECTION 11.16   No Recourse...........................................     59
   SECTION 11.17   Inspection............................................     59
   SECTION 11.18   Limitation of Liability of Owner Trustee..............     59
   SECTION 11.19   Assignment of the Interest Rate Cap Agreement.........     60
   SECTION 11.20   Conflict with Trust Indenture Act.....................     61

SCHEDULES
Schedule I Perfection Representations, Warranties and Covenants

EXHIBITS
Exhibit A - Form of Notes................................................    A-1
Exhibit B - Form of Depository Agreement ................................    B-1
</TABLE>


                                       -v-

<PAGE>
x
             Reconciliation and tie between the Trust Indenture Act
                              of 1939 and Indenture

<TABLE>
<CAPTION>
TIA                                                                Indenture
Section                                                             Section
-------                                                        -----------------
<S>   <C>                                                      <C>
310   (a) (1)...............................................          6.08, 6.11
      (a) (2)...............................................          6.08, 6.11
      (a) (3)...............................................          6.10(b)(i)
      (a) (4)...............................................                6.12
      (a) (5)...............................................                6.11
      (b)...................................................   6.08, 6.11, 11.04
      (c)...................................................                N.A.
311   (a)...................................................                6.16
      (b)...................................................                6.16
      (c)...................................................                N.A.
312   (a)...................................................                7.01
      (b)...................................................             7.02(b)
      (c)...................................................             7.02(c)
313   (a)...................................................                7.04
      (b) (1)...............................................                7.04
      (b) (2)...............................................                7.04
      (c)...................................................         7.04, 11.04
      (d)...................................................                7.04
314   (a)...................................................   3.09, 7.03, 11.04
      (b)...................................................               11.13
      (c) (1)...............................................               11.01
      (c) (2)...............................................         8.08, 11.01
      (c) (3)...............................................               11.01
      (d)...................................................            11.01(b)
      (e)...................................................               11.01
      (f)...................................................                N.A.
315   (a)...................................................             6.01(b)
      (b)...................................................                6.05
      (c) ..................................................              6.1(a)
      (d)...................................................             6.01(c)
      (e)...................................................                5.13
316   (a) (1) (A)...........................................       5.11, 6.01(c)
      (a) (1) (B)...........................................                5.02
      (a) (2)...............................................                N.A.
      (b)...................................................                5.07
      (c)...................................................                N.A.
317   (a) (1)...............................................                5.04
      (a) (2)...............................................             5.03(d)
      (b)...................................................                3.03
318   (a)...................................................               11.20
</TABLE>


                                        i

<PAGE>

----------
(1)  This reconciliation table and tie shall not, for any purpose be deemed to
     be part of the Indenture.

(2)  N.A. means not applicable.


                                       ii

<PAGE>

                                    INDENTURE

     This Indenture, dated as of __________, 2005 (as amended, supplemented or
otherwise modified from time to time, this "Indenture"), is between the Nissan
Auto Lease Trust 2005-A, a Delaware statutory trust (the "Issuer"), and U.S.
Bank National Association, a national banking association ("U.S. Bank"), as
trustee (the "Indenture Trustee").

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the holders of the Issuer's ____% Asset Backed
Notes, Class A-1 (the "Class A-1 Notes"), ____% Asset Backed Notes, Class A-2
(the "Class A-2 Notes"), ____% Asset Backed Notes, Class A-3 (the "Class A-3
Notes"), and Floating Rate Asset Backed Notes, Class A-4 (the "Class A-4 Notes"
and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Notes"):

                                 GRANTING CLAUSE

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

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

                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of __________, 2005, by and among the Issuer, NILT Trust,
a Delaware statutory trust, as grantor and initial beneficiary (in such
capacity, the "Grantor" and the "UTI Beneficiary," respectively),
Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"), Nissan
Motor Acceptance Corporation, a California corporation ("NMAC"), in its
individual capacity, as servicer and as administrative agent (in such capacity,
the "Servicer" and the "Administrative Agent," respectively), Nissan Auto
Leasing LLC II, a Delaware limited liability company ("NALL II"), NILT, Inc., a
Delaware corporation, as trustee to the Titling Trust (the "Titling

<PAGE>

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

     SECTION 1.02 Interpretation. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires, (i) terms
used herein include, as appropriate, all genders and the plural as well as the
singular, (ii) references to this Indenture include all Exhibits hereto, (iii)
references to words such as "herein," "hereof" and the like shall refer to this
Indenture as a whole and not to any particular part, Article or Section within
this Agreement, (iv) references to an Article or Section such as "Article
Twelve" or "Section 12.01" shall refer to the applicable Article or Section of
this Indenture, (v) the term "include" and all variations thereof shall mean
"include without limitation," (vi) the term "or" shall include "and/or," (vii)
the term "proceeds" shall have the meaning ascribed to such term in the UCC.

     Any reference in this Indenture to any agreement means such agreement as it
may be amended, restated, supplemented (only to the extent such agreement as
supplemented relates to the Notes), or otherwise modified from time to time. Any
reference in this Indenture to any law, statute, regulation, rule, or other
legislative action shall mean such law, statute, regulation, rule or other
legislative action as amended, supplemented, or otherwise modified from time to
time, and shall include any rule or regulation promulgated thereunder. Any
reference in this Indenture to a Person shall include the successors or assignee
of such Person.

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

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Indenture Trustee.

     "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

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


                                       2

<PAGE>

                                   ARTICLE TWO

                                    THE NOTES

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

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

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

     The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate
and deliver for original issue the following aggregate principal amounts of the
Notes: (i) $219,700,000 of Class A-1 Notes, (ii) $242,000,000 of Class A-2
Notes, (iii) $445,000,000 of Class A-3 Notes and (iv) $448,700,000 of Class A-4
Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class
A-3 Notes and Class A-4 Notes outstanding at any time may not exceed such
respective amounts, except as provided in Section 2.05.

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

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

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

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


                                        3

<PAGE>

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

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

     SECTION 2.04 Registration; Registration of Transfer and Exchange.

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

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

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

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


                                        4

<PAGE>

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

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

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

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

     SECTION 40607 The preceding provisions of this Section notwithstanding, the
Issuer shall not be required to make, and the Note Registrar need not register,
transfers or exchanges of any Note (i) selected for redemption or (ii) for a
period of 15 days preceding the due date for any payment with respect to such
Note.

     SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer, the Owner Trustee and the
Indenture Trustee harmless, then, in the absence of notice to the Owner Trustee,
the Note Registrar or the Indenture Trustee that such Note has been acquired by
a "protected purchaser" (as contemplated by Article Eight of the UCC), and
provided that the requirements of Section 8-405 of the UCC are met, the Owner
Trustee shall execute, on behalf of the Issuer, and upon receipt of an Issuer
Request the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note; provided, however, that if any such destroyed, lost or stolen Note (but
not a mutilated Note) shall have become or within seven days shall become due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Redemption Date without the surrender thereof. If,
after the delivery of such replacement Note or payment of a destroyed, lost or


                                        5

<PAGE>

stolen Note pursuant to the proviso to the preceding sentence, a "protected
purchaser" (as contemplated by Article Eight of the UCC) of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a
"protected purchaser" (as contemplated by Article Eight of the UCC), and shall
be entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

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

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

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

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

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


                                        6

<PAGE>

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

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

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

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

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

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

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

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

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


                                        7

<PAGE>

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

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

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

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

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


                                        8

<PAGE>

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

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

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

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

     SECTION 2.13 The Interest Rate Cap Agreement.

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

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

     (c) Pursuant to the Interest Rate Cap Agreement, U.S. Bank will be
designated calculation agent ("Calculation Agent"), and in such capacity, on
each Interest Determination Date, will calculate the interest rate with respect
to the Class A-4 Notes. All determinations of interest by the Calculation Agent
shall, in the absence of manifest error, be conclusive for all purposes and
binding on Class A-4 Noteholders.


                                        9

<PAGE>

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

                                 ARTICLE THREE

                                    COVENANTS

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

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

     SECTION 3.03 Money for Payments to be Held in Trust. As provided in
Sections 5.04(b) and 8.04, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Note
Distribution Account and Reserve Account shall be made on behalf of the Issuer
by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn
therefrom for payments on Notes shall be paid over to the Issuer except as
provided in this Section. All payments of amounts due and payable with respect
to any Notes or Trust Certificates that are to be made from amounts withdrawn
from the Note Distribution Account or Reserve Account pursuant to Sections 3.01,
4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or
by a Paying Agent, and no amounts so


                                       10

<PAGE>

withdrawn from such accounts for payments of Notes or Trust Certificates shall
be paid over to the Issuer or the Owner Trustee, except as provided by this
Section.

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

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

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

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

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

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

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

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

     Subject to applicable laws with respect to escheat of funds, any money held
by the Indenture Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed after such amount
has become due and payable and after


                                       11

<PAGE>

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

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

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

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

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

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

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


                                       12

<PAGE>

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

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

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

     SECTION 3.06 Opinions as to Owner Trust Estate.

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

     (b) On or before June 30 of each calendar year, beginning with June 30,
2006, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to
the effect that in the opinion of such counsel, either (i) all financing
statements and continuation statements have been executed and filed that are
necessary to continue the lien and security interest of the Indenture Trustee in
the Collateral and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given or (ii) no such action is
necessary to continue such lien and security interest.

     SECTION 3.07 Performance of Obligations; Servicing of the 2005-A SUBI
Assets.

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

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

     (c) The Issuer shall, and, shall cause the Administrative Agent and the
Servicer to, punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Basic Documents and the
instruments and agreements included in the Owner Trust Estate, including filing
or causing to be filed all UCC financing statements and continuation statements
required to be filed by the terms of this Indenture and the other Basic
Documents in


                                       13

<PAGE>

accordance with and within the time periods provided for herein and therein. The
Issuer, as a party to the Basic Documents and as Holder of the 2005-A SUBI
Certificate, shall not, and shall cause the Servicer and the Administrative
Agent not to, modify, amend, supplement, waive or terminate any Basic Document
or any provision thereof other than in accordance with the applicable amendment
provisions set forth in such Basic Document.

     (d) If the Indenture Trustee or an Authorized Officer of the Issuer shall
have knowledge of the occurrence of a Servicer Default, such entity shall
promptly notify the other entity and each Rating Agency thereof, and shall
specify in such notice the action, if any, the other entity is taking in respect
of such default. If a Servicer Default shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Servicing
Agreement with respect to the 2005-A SUBI Assets, the Issuer shall take all
reasonable steps available to it to remedy such failure. Upon the occurrence of
a Servicer Default with respect to the 2005-A SUBI or the Trust Assets allocated
thereto, the Indenture Trustee may terminate all of the rights and obligations
of the Servicer with respect to the 2005-A SUBI and the Trust Assets allocated
thereto only, and a successor Servicer shall be appointed pursuant to the
Servicing Agreement.

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

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

     (a) engage in any activities other than financing, acquiring, owning,
pledging and managing the 2005-A SUBI Certificate as contemplated by this
Indenture and the other Basic Documents;

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

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

     (d) except as may be permitted expressly hereby (i) permit the validity or
effectiveness of this Indenture to be impaired, permit the lien of this
Indenture to be amended, hypothecated, subordinated, terminated or discharged or
permit any Person to be released from any covenants or obligations under this
Indenture, except as may be expressly permitted hereby, (ii) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Owner Trust Estate, any part thereof or any interest
therein or the proceeds thereof (other than tax liens, mechanics' liens and
other liens that arise by operation of law, in each case


                                       14

<PAGE>

on any 2005-A SUBI Asset and arising solely as a result of an action or omission
of the related Lessee) or (iii) except as otherwise provided in the Basic
Documents, permit the lien of this Indenture not to constitute a valid first
priority (other than with respect to any such tax, mechanics' or other lien)
security interest in the Owner Trust Estate;

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

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

     SECTION 3.09 Trust Certificates and Reports.

     (a) The Issuer shall deliver to the Indenture Trustee and each Rating
Agency, on or before the last day of the third month after the end of each
fiscal year of the Issuer, beginning with June 30, 2006, an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

          (i) a review of the activities of the Issuer during the 12 months of
     the prior fiscal year of the Issuer ended such calendar year (or such
     shorter period in the case of the first such Officer's Certificate) and of
     the Issuer's performance under this Indenture has been made under such
     Authorized Officer's supervision;

          (ii) to the best of such Authorized Officer's knowledge, based on such
     review:

               (A)  all the dispositions of Collateral and cash payments out of
                    the Accounts described in clauses (A) and (B) of Section
                    11.01(b)(v) that occurred during the preceding 12 month
                    period (or shorter period in the case of the first such
                    Officer's Certificate) were made in the ordinary course of
                    the Issuer's business and the proceeds thereof were applied
                    in accordance with the Basic Documents; and

               (B)  the Issuer has complied with all conditions and covenants
                    under this Indenture throughout 12 month period of the prior
                    fiscal year of the Issuer ended such calendar year (or such
                    shorter period in the case of the first such Officer's
                    Certificate), or, if there has been a Default in the
                    compliance of any such condition or covenant, specifying
                    each such Default known to such Authorized Officer and the
                    nature and status thereof.

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

     SECTION 3.10 Restrictions on Certain Other Activities. Except as otherwise
provided in the Basic Documents, unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not: (i)
engage in any activities other than financing, acquiring, owning, leasing
(subject to the lien of this Indenture), pledging and


                                       15

<PAGE>

managing the 2005-A SUBI Certificate in the manner contemplated by the Basic
Documents and activities incidental thereto; (ii) issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness; (iii) make any loan, advance or credit to, guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person; or (iv) make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty).

     SECTION 3.11 Notice of Defaults. The Issuer agrees to give the Indenture
Trustee and each Rating Agency prompt written notice of each Indenture Default
hereunder on the part of the Administrative Agent and each Cap Event of Default
on the part of the Cap Provider under the Interest Rate Cap Agreement. In
addition, on (i) any Payment Date on which the Issuer has not received from the
Cap Provider any amount due from the Cap Provider on such Payment Date, (ii) the
Business Day following any such Payment Date if the Issuer has not yet received
such amount due from the Cap Provider or (iii) the Business Day on which such
failure to pay by the Cap Provider becomes a Cap Event of Default under the
Interest Rate Cap Agreement, the Issuer shall give immediate notice thereof to
the Cap Provider, the Indenture Trustee and each Rating Agency.

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

     SECTION 3.13 Delivery of the 2005-A SUBI Certificate. On the Closing Date,
the Issuer shall deliver or cause to be delivered to the Indenture Trustee as
security for its obligations hereunder, the 2005-A SUBI Certificate. The
Indenture Trustee shall take possession of the 2005-A SUBI Certificate in the
Borough of Manhattan in the City of New York and shall at all times during the
period of this Indenture maintain custody of the 2005-A SUBI Certificate in the
Borough of Manhattan in the City of New York.

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

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

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

          (i) the Person (if other than the Issuer) formed by or surviving such
     consolidation or merger shall be a Person organized and existing under the
     laws of the United States of America or any State or the District of
     Columbia and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Indenture


                                       16

<PAGE>

     Trustee, in form satisfactory to the Indenture Trustee, the duty to make
     due and punctual payment of the principal of and interest on all Notes and
     the performance or observance of every agreement and covenant of this
     Indenture on the part of the Issuer to be performed or observed, all as
     provided herein;

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

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

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

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

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

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

          (i) the Person that acquires by conveyance or transfer such properties
     and assets of the Issuer shall (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any state or the District of Columbia, (B) expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Indenture
     Trustee, in form satisfactory to the Indenture Trustee, the duty to make
     due and punctual payment of the principal of and interest on all Notes and
     the performance or observance of every agreement and covenant of this
     Indenture on the part of the Issuer to be performed or observed, all as
     provided herein, (c) expressly agrees by means of such supplemental
     indenture that all right, title and interest so conveyed or transferred
     shall be subject and subordinate to the rights of Holders of the Notes, (D)
     unless otherwise provided in such supplemental indenture, expressly agrees
     to indemnify, defend and hold harmless the Issuer, the Owner Trustee and
     the Indenture Trustee against and from any loss, liability or expense
     arising under or related to this Indenture and the Notes and (E) expressly
     agrees by means of such supplemental indenture that such Person (or if a
     group


                                       17

<PAGE>

     of Persons, then one specified Person) shall make all filings that counsel
     satisfactory to such purchaser or transferee and the Indenture Trustee
     determines must be made with (1) the Commission (and any other appropriate
     Person) required by the Exchange Act or the appropriate authorities in any
     state in which the Notes have been sold pursuant to any qualification or
     exemption under the securities or "blue sky" laws of such state, in
     connection with the Notes or (2) the Internal Revenue Service or the
     relevant state or local taxing authorities of any jurisdiction;

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

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

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

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

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

     SECTION 3.16 Successor or Transferee.

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

     (b) Upon a conveyance or transfer of all the assets and properties of the
Issuer pursuant to Section 3.15(b), Nissan Auto Lease Trust 2005-A will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes and the Trust
Certificates immediately upon the delivery of written notice to the Indenture
Trustee stating that Nissan Auto Lease Trust 2005-A is to be so released.

     SECTION 3.17 Removal of the Administrative Agent. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrative Agent without cause
unless so


                                       18

<PAGE>

instructed by the Owner Trustee or the Indenture Trustee and unless each Rating
Agency shall have received 10 days' written notice thereof and shall not have
notified the Indenture Trustee, the Administrative Agent or the Owner Trustee
that such removal might or would result in the removal or reduction of the
rating, if any, then assigned thereby to any Class of Notes or the Trust
Certificates.

     SECTION 3.18 Perfection Representations.

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

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

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

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

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

          (i) either (A) all Notes theretofore authenticated and delivered
     (other than (1) Notes that have been mutilated, destroyed, lost or stolen
     and that have been replaced or paid as provided in Section 2.05 and (2)
     Notes for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Issuer and thereafter paid to


                                       19

<PAGE>

     the Persons entitled thereto or discharged from such trust, as provided in
     Section 3.03) have been delivered to the Indenture Trustee for
     cancellation; or (B) all Notes not theretofore delivered to the Indenture
     Trustee for cancellation (1) have become due and payable, (2) will become
     due and payable on the applicable Note Final Scheduled Payment Date within
     one year or (3) are to be called for redemption within one year under
     arrangements satisfactory to the Indenture Trustee for the giving of notice
     of redemption by the Indenture Trustee in the name, and at the expense, of
     the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above,
     has irrevocably deposited or caused to be irrevocably deposited with the
     Indenture Trustee cash or direct obligations of or obligations guaranteed
     by the United States (that will mature prior to the date such amounts are
     payable), in trust for such purpose, in an amount sufficient to pay and
     discharge the entire indebtedness on such Notes (including interest and any
     fees due and payable to the Owner Trustee or the Indenture Trustee) not
     theretofore delivered to the Indenture Trustee for cancellation, when due,
     to the applicable Note Final Scheduled Payment Date for each Class, or to
     the Redemption Date (if Notes shall have been called for redemption
     pursuant to Section 10.01), as the case may be;

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

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

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

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


                                       20

<PAGE>

                                  ARTICLE FIVE

                                INDENTURE DEFAULT

     SECTION 5.01 Indenture Defaults. Any one of the following events (whatever
the reason for such Indenture Default and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or
governmental body) shall constitute a default under this Indenture (each, an
"Indenture Default"):

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

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

     (c) default in the observance or performance of any covenant or agreement
of the Issuer made in this Indenture (other than a covenant or agreement, a
default in the observance or performance of which is elsewhere in this Section
specifically dealt with), or any representation or warranty of the Issuer made
in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been inaccurate in any material
respect as of the time when the same shall have been made, which default or
inaccuracy materially and adversely affects the interests of the Noteholders and
such default or inaccuracy shall continue or not be cured, or the circumstance
or condition in respect of which such misrepresentation or warranty was
inaccurate shall not have been eliminated or otherwise cured, for a period of 60
days (or for such longer period not in excess of 90 days as may be reasonably
necessary to remedy such failure; provided that (1) such failure is capable of
remedy within 90 days or less and (2) a majority of the Outstanding Amount of
Notes, voting as a single class, consent to such longer cure period) after there
shall have been given, by registered or certified mail, to the Issuer by the
Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders
representing at least the majority of the Outstanding Amount of Notes, voting as
single class, a written notice specifying such default or inaccurate
representation or warranty and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder;

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

     (e) the commencement by the Issuer of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, the consent by the Issuer to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Owner Trust Estate, the making by the Issuer of any
general assignment for the


                                       21

<PAGE>

benefit of creditors, the failure by the Issuer generally to pay its debts as
such debts become due or the taking of action by the Issuer in furtherance of
any of the foregoing;


     The Issuer shall deliver to the Indenture Trustee, each Rating Agency, each
Noteholder and the Cap Provider within five Business Days after the occurrence
thereof written notice in the form of an Officer's Certificate of any event that
with the giving of notice and the lapse of time would become an Indenture
Default under clause (c) or (d), its status and what action the Issuer is taking
or proposes to take with respect thereto.

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

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

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


                                       22

<PAGE>

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

     If the Notes have been declared due and payable following an Indenture
Default, the Indenture Trustee may institute proceedings to collect amounts due,
exercise remedies as a secured party (including foreclosure or sale of the Owner
Trust Estate) or elect to maintain the Owner Trust Estate and continue to apply
the proceeds from the Owner Trust Estate as if there had been no declaration of
acceleration. Any sale of the Owner Trust Estate by the Indenture Trustee will
be subject to the terms and conditions of Section 5.04.

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

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

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

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

     (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Owner Trust Estate, Proceedings under the Bankruptcy Code or any other
applicable federal or state bankruptcy,


                                       23

<PAGE>

insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or
such other obligor or Person, or in case of any other comparable judicial
Proceedings relative to the Issuer or other obligor upon the Notes, or to the
creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such Proceedings or otherwise:

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

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

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

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

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


                                       24

<PAGE>

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

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

     SECTION 5.04 Remedies; Priorities.

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

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

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

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

          (iv) subject to Section 5.17, after an acceleration of the maturity of
     the Notes pursuant to Section 5.02, sell the Owner Trust Estate or any
     portion thereof or rights or interest therein, at one or more public or
     private sales called and conducted in any manner permitted by law;
     provided, however, that the Indenture Trustee may not sell or otherwise
     liquidate the Owner Trust Estate following an Indenture Default, other than
     an Indenture Default described in Section 5.01(a) or (b), unless (A)
     Noteholders holding 100% of the Outstanding Amount of Notes consent
     thereto, (B) the proceeds of such sale are sufficient to discharge in full
     all amounts then due and unpaid upon all outstanding Notes or (C) the
     Indenture Trustee determines that the Owner Trust Estate will not continue
     to provide sufficient funds for the payment of principal of and interest on
     the Notes as they would have become due if the Notes had not been declared
     due and payable and the Indenture Trustee obtains the consent of
     Noteholders holding not less than 66 2/3% of the Outstanding Amount of
     Notes, voting together as a single class; and provided further, that the
     Indenture Trustee may not sell the Owner Trust Estate, unless it shall
     first have obtained an Opinion of Counsel that such sale will not cause the
     Titling Trust or an


                                       25

<PAGE>

     interest therein or portion thereof to be classified as an association (or
     a publicly traded partnership) taxable as a corporation for federal income
     tax purposes. In determining such sufficiency or insufficiency with respect
     to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may
     but need not obtain (at the expense of the Issuer) and rely upon an opinion
     of an Independent investment banking or accounting firm of national
     reputation as to the feasibility of such proposed action and as to the
     sufficiency of the Owner Trust Estate for such purpose.

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

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

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

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

          (iv) any remaining amounts to the Transferor.

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

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


                                       26

<PAGE>

banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Owner Trust Estate for such
purpose.

     SECTION 5.06 Limitation of Suits.

          (i) No Holder of any Note shall have any right to institute any
     Proceeding, judicial or otherwise, with respect to this Indenture, or for
     the appointment of a receiver or trustee, or for any other remedy
     hereunder, unless: (i) such Noteholder previously has given to the
     Indenture Trustee written notice of a continuing Indenture Default, (ii)
     Noteholders holding not less than 25% of the Outstanding Amount of Notes,
     voting together as a single class, have made written request to the
     Indenture Trustee to institute such Proceeding in respect of such Indenture
     Default in its own name as Indenture Trustee, (iii) such Noteholder has
     offered the Indenture Trustee reasonable indemnity against the costs,
     expenses and liabilities to be incurred in complying with such request,
     (iv) the Indenture Trustee has for 60 days after receipt of such notice
     failed to institute such Proceedings and (v) no direction inconsistent with
     such written request has been given to the Indenture Trustee during such
     60-day period by Noteholders holding at least a Majority Interest, voting
     together as a single class.

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

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

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

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

     SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be


                                       27

<PAGE>

restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

     SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law, in equity or otherwise. The assertion or employment of any right or remedy
hereunder or otherwise shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

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

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

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

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

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

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

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

     SECTION 5.12 [Reserved].


                                       28

<PAGE>

     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Noteholder by such Noteholder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to (i) any suit instituted by the
Indenture Trustee, (ii) any suit instituted by any Noteholder or group of
Noteholders, in each case holding Notes evidencing more than 10% of the
Outstanding Amount of Notes, voting together as a single class, or (iii) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the related due dates expressed
in such Note and in this Indenture (or, in the case of redemption, on or after
the Redemption Date).

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

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

     SECTION 5.16 Performance and Enforcement of Certain Obligations.

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


                                       29

<PAGE>

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

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

                                   ARTICLE SIX

                              THE INDENTURE TRUSTEE

     SECTION 6.01 Duties of Indenture Trustee.

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

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

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

          (ii) in the absence of bad faith on its part, the Indenture Trustee
     may conclusively rely, as to the truth of the statements and the
     correctness of the opinions


                                       30

<PAGE>

     expressed therein, upon certificates or opinions furnished to the Indenture
     Trustee and conforming to the requirements of this Indenture; however, the
     Indenture Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture and the
     other Basic Documents to which the Indenture Trustee is a party.

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

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

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

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

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

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

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

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

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

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

     SECTION 6.02 Rights of Indenture Trustee.

     (a) Except as provided by the second succeeding sentence, the Indenture
Trustee may conclusively rely and shall be protected in acting upon or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order,


                                       31

<PAGE>

note, direction, demand, election or other paper or document believed by it to
be genuine and to have been signed or presented by the proper person. The
Indenture Trustee need not investigate any fact or matter stated in the
document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Indenture Trustee that shall be
specifically required to be furnished pursuant to any provision of this
Indenture, shall examine them to determine whether they comply as to form to the
requirements of this Indenture.

     (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate (with respect to factual matters) or an Opinion
of Counsel, as applicable. The Indenture Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officer's
Certificate or Opinion of Counsel.

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

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

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

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

     (g) The Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to


                                       32

<PAGE>

do so by the holders of Notes evidencing not less than 25% of the Outstanding
Amount of Notes voting together as a single class; provided, however, that if
the payment within a reasonable time to the Indenture Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of
this Indenture, the Indenture Trustee may require reasonable indemnity against
such cost, expense or liability as a condition to so proceeding. The reasonable
expense of each such investigation shall be paid by the Person making such
request, or, if paid by the Indenture Trustee, shall be reimbursed by the Person
making such request upon demand.

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

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

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

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

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

     SECTION 6.06 Reports by Indenture Trustee to Noteholders. The Indenture
Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not
later than the latest date permitted by law, such information as may be
reasonably requested (and reasonably available to the Indenture Trustee) to
enable such holder to prepare its federal and state income


                                       33

<PAGE>

tax returns. The Indenture Trustee shall also deliver or cause to be delivered
annually to each Noteholder of record a report relating to its eligibility and
qualification to continue as Indenture Trustee under this Indenture, any amounts
advanced by it under this Indenture, the amount, interest rate and maturity date
of certain indebtedness owed by the Trust to the Indenture Trustee, in its
individual capacity, the property and funds physically held by the Indenture
Trustee in its capacity as such, and any action taken by it that materially
affects the Notes and that has not been previously reported.

     SECTION 6.07 Compensation and Indemnity. The Servicer shall (i) pay to the
Indenture Trustee from time to time reasonable compensation for its services,
(ii) reimburse the Indenture Trustee for all reasonable expenses, advances and
disbursements reasonably incurred by it and (iii) indemnify the Indenture
Trustee for, and hold it harmless against, any and all loss, liability or
expense (including reasonable attorneys' fees) incurred by it in connection with
the administration of the Issuer or the performance of its duties. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Indenture Trustee shall notify the Issuer and
the Servicer promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve
the Issuer or the Servicer of its obligations hereunder. The Servicer shall
defend any such claim, and the Indenture Trustee may have separate counsel and
the Servicer shall pay the fees and expenses of such counsel. The Indenture
Trustee shall not be indemnified by the Servicer against any loss, liability or
expense incurred by it through its own willful misconduct, negligence or bad
faith, except that the Indenture Trustee shall not be liable (i) for any error
of judgment made by it in good faith unless it is proved that the Indenture
Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it from the Noteholders in accordance with the terms of
this Indenture and (iii) for interest on any money received by it except as the
Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee
shall not be deemed to have knowledge of any event unless an officer of the
Indenture Trustee has actual knowledge thereof or has received written notice
thereof.

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

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

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


                                       34

<PAGE>

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

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

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

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

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

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


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<PAGE>

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

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

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

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

     SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

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


                                       36

<PAGE>

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

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

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

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

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

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

     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at
all times satisfy the requirements of Section 310(a) of the TIA and shall in
addition have a combined capital and surplus of at least $50,000,000 (as set
forth in its most recent published annual report of condition) and a long-term
debt rating of "A" or better by Standard & Poor's and Moody's or be otherwise
acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the
requirements of Section 310(b) of the TIA, including the optional provision
permitted


                                       37

<PAGE>

by the second sentence of TIA Section 310(b)(9); provided, however, that there
shall be excluded form the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusions set forth in TIA Section 310(b)(1) are met. The
Transferor, the Administrative Agent, the Servicer and their respective
Affiliates may maintain normal commercial banking relationships with the
Indenture Trustee and its Affiliates, but neither the Issuer nor any Affiliate
of the Issuer may serve as Indenture Trustee.

     SECTION 6.12 Trustee as Holder of the 2005-A SUBI Certificate. So long as
any Notes are Outstanding, to the extent that the Issuer has rights as a Holder
of the 2005-A SUBI Certificate, including rights to distributions and notice, or
is entitled to consent to any actions taken by the Transferor, the Issuer may
initiate such action or grant such consent only with consent of the Indenture
Trustee. To the extent that the Indenture Trustee has rights as a Holder of the
2005-A SUBI Certificate or has the right to consent or withhold consent with
respect to actions taken by the Transferor, the Issuer, such rights shall be
exercised or consent granted (or withheld) upon the written direction of Holders
not less than a Majority Interest of the Notes voting together as a single
class; provided, however, that subject to Section 3.07, any direction to the
Indenture Trustee to remove or replace the Servicer upon a Servicer Default
shall be made by Noteholders holding not less than 66 2/3% of the Outstanding
Amount, voting together as a single class, and with respect to Section 11.15,
such direction shall require the written direction of Noteholders holding 100%
of the Outstanding Amount.

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

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

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

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

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


                                       38

<PAGE>

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

     (b) Upon the occurrence of (i) any Cap Event of Default arising from any
action taken, or failure to act, by the Cap Provider, or (ii) any Cap
Termination Event (except as described in the following sentence) with respect
to which the Cap Provider is an "Affected Party" (as defined in the Interest
Rate Cap Agreement), the Indenture Trustee may and will, at the direction of
Noteholders holding not less than a Majority Interest of the Notes, voting
together as a single class, by notice to the Cap Provider, designate an "Early
Termination Date" (as defined in the Interest Rate Cap Agreement) with respect
to the Interest Rate Cap Agreement. If a Cap Termination Event occurs as a
result of the insolvency or bankruptcy of the Cap Provider, which event has not
been otherwise cured under the terms of the Interest Rate Cap Agreement, the
Indenture Trustee will terminate the Interest Rate Cap Agreement.

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

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

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

                                  ARTICLE SEVEN

                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.01 Note Registrar to Furnish Noteholder Names and Addresses. The
Note Registrar shall furnish or cause to be furnished to the Indenture Trustee,
the Owner Trustee, the Servicer or the Administrative Agent, within 15 days
after receipt by the Note Registrar of a


                                       39

<PAGE>

written request therefrom, a list of the names and addresses of the Noteholders
of any Class as of the most recent Deposit Date. If three or more Noteholders,
or one or more Holders evidencing not less than 25% of the Outstanding Amount of
the Notes (hereinafter referred to as "Applicants"), apply in writing to the
Indenture Trustee, and such application states that the Applicants desire to
communicate with other Noteholders with respect to their rights under this
Indenture or under the Notes and such application is accompanied by a copy of
the communication that such Applicants propose to transmit, then the Indenture
Trustee shall, within five Business Days after the receipt of such application,
afford such Applicants access, during normal business hours, to the current list
of Noteholders. The Indenture Trustee may elect not to afford the requesting
Noteholders access to the list of Noteholders if it agrees to mail the desired
communication by proxy, on behalf of and at the expense of the requesting
Noteholders, to all Noteholders. Every Noteholder, by receiving and holding a
Note, agrees with the Indenture Trustee and the Issuer that none of the
Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the
Administrative Agent shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Noteholders under this
Indenture, regardless of the source from which such information was derived.

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

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

     SECTION 7.02 Preservation of Information; Communications to Noteholders.

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

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

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

     SECTION 7.03 Reports by Issuer.

     (a) The Issuer shall:


                                       40

<PAGE>

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

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

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

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

     SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each March 31, beginning with March 31, 2006, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE EIGHT

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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


                                       41

<PAGE>

Proceedings. Any such action shall be without prejudice to any right to claim an
Indenture Default under this Indenture and any right to proceed thereafter as
provided in Article Five.

     SECTION 8.02 Accounts.

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

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

     (c) All monies deposited from time to time in the Accounts pursuant to this
Indenture or the 2005-A Servicing Supplement shall be held by the Indenture
Trustee as part of the Collateral and shall be applied to the purposes herein
provided. If any Account shall cease to be an Eligible Account, the Indenture
Trustee, until the Outstanding Amount of Notes has been reduced to zero, and
thereafter with respect to the Reserve Account, the Issuer shall, as necessary,
assist the Servicer in causing each Account to be moved to an institution at
which it shall be an Eligible Account.

     SECTION 8.03 Payment Date Certificate.

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

          (i) the amount of SUBI Collections allocable to the 2005-A SUBI
     Certificate;

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

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


                                       42

<PAGE>

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

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

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

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

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

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

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

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

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

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

          (xiv) the Cap Payments or any Cap Termination Payment received by the
     Issuer from the Cap Provider; and

          (xv) the Servicing Fee for such Collection Period.

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

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


                                       43

<PAGE>

     SECTION 8.04 Disbursement of Funds.

     (a) On each Payment Date, prior to 11:00 a.m., New York City time, the
Trustee (acting through the Trust Agent) shall, in accordance with the related
Payment Date Certificate and pursuant to the instructions of the Servicer,
transfer from the 2005-A SUBI Collection Account all Securityholder Available
Funds and apply such amount, in accordance with the following priorities:

          (i) to the Note Distribution Account, for payment to the Noteholders,
     an amount equal to the interest accrued at the applicable Interest Rate for
     such Class of Notes during the related Accrual Period on the applicable
     Outstanding Amount of Notes (plus any accrued and unpaid interest with
     respect to any prior Accrual Period) for such Class (and, to the extent
     permitted by applicable law, interest on any overdue interest at the
     Overdue Interest Rate), on a pro rata basis;

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

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

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

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

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

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

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

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

                    (1) first, to the Class A-1 Noteholders (until the Class A-1
               Notes have been paid in full) and second, to the other
               Noteholders pro rata


                                       44

<PAGE>

               (based on the Outstanding Amount of Notes of each such Class on
               such Payment Date), until all Notes have been paid in full, and

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

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

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

     (b) On each Payment Date, after taking into account amounts to be
distributed to Securityholders from the 2005-A SUBI Collection Account, the
Servicer will allocate the Reserve Account Draw Amount, if any, reflected in the
Payment Date Certificate with respect to the related Collection Period and will
instruct the Indenture Trustee to make the following deposits and distributions
from the Reserve Account in the following amounts (but not to exceed the Reserve
Account Draw Amount) and order of priority, prior to 11:00 a.m., New York City
time:

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

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

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

     (d) On each Payment Date or Redemption Date, from the amounts on deposit in
the Note Distribution Account, the Indenture Trustee shall duly and punctually
distribute payments of principal and interest on the Notes due and by check
mailed to the Person whose name appears as the registered holder of a Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on the related Deposit Date, except that with respect to Notes registered on the
Deposit Date in the name of (i) the nominee of DTC (initially, such nominee to
be Cede & Co.), and (ii) a Person (other than the nominee of DTC) that holds
Notes with original denominations aggregating at least $1 million and has given
the Indenture Trustee appropriate written instructions at least five Business
Days prior to the related Deposit Date (which instructions, until revised, shall
remain operative for all Payment Dates thereafter), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee or Person. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Deposit Date without requiring that the Note be submitted for
notation of payment. Any reduction in the principal


                                       45

<PAGE>

amount of any Note (or any one or more Predecessor Notes) affected by any
payments made on any Payment Date or Redemption Date shall be binding upon all
future holders of any Note issued upon the registration of transfer thereof or
in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts
properly withheld under the Code by any Person from payment to any Noteholder of
interest or principal shall be considered to have been paid by the Indenture
Trustee to such Noteholder for purposes of this Indenture. If funds are expected
to be available, pursuant to the notice delivered to the Indenture Trustee, for
payment in full of the remaining unpaid principal amount of the Notes on a
Payment Date or Redemption Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify each Person who was the registered holder
of a Note as of the Deposit Date preceding the most recent Payment Date or
Redemption Date by notice mailed not less than 15 but no more than 30 days of
such Payment Date or Redemption Date and the amount then due and payable shall
be payable only upon presentation and surrender of the Note at the Corporate
Trust Office of the Indenture Trustee or at the office of the Indenture
Trustee's agent appointed for such purposes located in The Borough of Manhattan
in The City of New York.

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

          (i) the amount of SUBI Collections allocable to the 2005-A SUBI
     Certificate;

          (ii) the amount of Available Funds;

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

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

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

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

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


                                       46

<PAGE>

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

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

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

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

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

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

          (xiv) the Servicing Fee for such Collection Period.

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

     SECTION 8.05 General Provisions Regarding Accounts.

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

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

     (c) If (i) the Administrative Agent shall have failed to give investment
directions for any funds on deposit in the Reserve Account to the Indenture
Trustee by 3:00 p.m., New York City time (or such other time as may be agreed by
the Administrative Agent and Indenture Trustee), on any Business Day or (ii) a
Default or Indenture Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable


                                       47

<PAGE>

pursuant to Section 5.02 or (iii) if the Notes shall have been declared due and
payable following an Indenture Default, amounts collected or receivable from the
Owner Trust Estate are being applied in accordance with Section 5.05 as if there
had not been such a declaration, then the Indenture Trustee shall, to the
fullest extent practicable, invest and reinvest funds in investments that are
Permitted Investments as set forth in paragraph (vi) of the definition thereof.

     SECTION 8.06 Release of Owner Trust Estate.

     (a) Subject to the payment of its fees and expenses pursuant to Section
6.07, the Indenture Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any monies.

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have
been paid, release any remaining portion of the Owner Trust Estate that secured
the Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Trust Accounts. Such
release shall include delivery to the Issuer or its designee of the 2005-A SUBI
Certificate and delivery to the Securities Intermediary under the Control
Agreement of a certificate evidencing the release of the lien of this Indenture
and transfer of dominion and control over the Reserve Account to the Issuer. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section only upon receipt of an Issuer Request.

     SECTION 8.07 Release of Interest In 2005-A Leases and 2005-A Vehicles Upon
Purchase or Reallocation by the Servicer.

     (a) Upon the reallocation or purchase of any 2005-A Lease and related
2005-A Vehicle by the Servicer pursuant to Section 8.02 of the Servicing
Agreement, the Indenture Trustee, on behalf of the Noteholders, shall, without
further action, be deemed to release from the lien of this Indenture any and all
rights to receive monies due or to become due with respect to such purchased or
reallocated 2005-A Lease and related 2005-A Vehicle and all proceeds thereof and
the other property with respect to such 2005-A Lease and related 2005-A Vehicle,
and all security and any documents relating thereto, and such 2005-A Lease and
related 2005-A Vehicle and all such related security and documents shall be free
of any further obligation to the Issuer, the Indenture Trustee or the
Noteholders.

     (b) The Indenture Trustee shall execute such documents and instruments and
take such other actions as shall be reasonably requested by the Servicer to
effect the release of such rights with respect to such 2005-A Lease and related
2005-A Vehicle pursuant hereto and the assignment of such 2005-A Lease and
2005-A Vehicle by the Issuer.

     SECTION 8.08 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuer to take any action pursuant
to Section 8.06(a)


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<PAGE>

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 Supplemental Indentures Without Consent of Noteholders.

     (a) Except as provided in Section 9.02, without the consent of any other
Person, the Issuer and the Indenture Trustee (when so directed by an Issuer
Request), may enter into one or more amendments or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or for the purpose of
modifying in any manner the rights of the Noteholders under this Indenture;
provided that (i) either (A) any amendment or supplemental indenture that
materially and adversely affects the interests of the Noteholders shall require
the consent of Noteholders holding not less than a Majority Interest of the
Notes voting together as a single class, or (B) such amendment or supplemental
indenture shall not, as evidenced by an Officer's Certificate of the Transferor
delivered to the Indenture Trustee, materially and adversely affect the
interests of the Noteholders and (ii) any supplement that adversely affects the
interests of the Servicer, the Trust Certificateholder, the
Indenture Trustee, the Owner Trustee or the Administrative Agent shall require
the prior consent of the Persons whose interests are adversely affected. A
supplement shall be deemed not to materially and adversely affect the interests
of the Noteholders if the Rating Agency Condition is satisfied with respect to
such supplement and the Officer's Certificate described in the preceding
sentence is provided to the Indenture Trustee. The consent of the Servicer, the
Trust Certificateholder, the Owner Trustee or the Administrative Agent shall be
deemed to have been given if the 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) It shall not be necessary for the consent of any Person pursuant to
this Section for such Person to approve the particular form of any proposed
amendment or supplement, but it shall be sufficient if such Person consents to
the substance thereof.

     (c) Notwithstanding anything herein to the contrary, any term or provision
of this Indenture may be amended or supplemented by the Issuer and the Indenture
Trustee (when so directed by an Issuer Request) without the consent of any of
the Noteholders or any other Person


                                       49

<PAGE>
to add, modify or eliminate any provisions as may be necessary or advisable in
order to comply with or obtain more favorable treatment under or with respect to
any law or regulation or any accounting rule or principle (whether now or in the
future in effect); it being a condition to any such amendment that the Rating
Agency Condition shall have been satisfied and the Officer's Certificate
described in Section 9.01(b)(i)(B) is delivered to the Indenture Trustee.

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

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

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

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

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

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


                                       50

<PAGE>

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

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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

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

                                  ARTICLE TEN

                               REDEMPTION OF NOTES

     SECTION 10.01 Redemption.

     (a) Pursuant to Section 9.03 of the Trust Agreement, the Servicer shall be
permitted at its option to purchase the 2005-A SUBI Certificate from the Issuer
on any Redemption Date relating to the exercise of an Optional Purchase. In
connection with the exercise of an Optional Purchase, the Servicer will deposit
the Optional Purchase Price into the 2005-A SUBI Collection Account on the
Deposit Date relating to the Redemption Date. In connection with an Optional
Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not
in part, for the


                                       52

<PAGE>

Redemption Price and the 2005-A SUBI Certificate shall be delivered to or upon
the order of the Servicer.

     (b) In connection with the exercise of an Optional Purchase, on the
Redemption Date, prior to 11:00 a.m., New York City time, the Servicer shall
transfer the Optional Purchase Price as part of the Available Funds from the
2005-A SUBI Collection Account as follows: (i) to the Note Distribution Account,
the Redemption Price and (ii) to the Certificate Distribution Account, the
Repayment Price.

     (c) If the Notes are to be redeemed pursuant to this Section, the
Administrative Agent or the Issuer shall provide at least 10 days' prior notice
(or such longer time period as required by the Depository Agreement) of the
redemption of the Notes to the Indenture Trustee, the Owner Trustee and the Cap
Provider, and the Indenture Trustee shall provide at least 10 days' (but no more
than 30 days') notice thereof to the Noteholders.

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

     All notices of redemption shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

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

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

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

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


                                       53

<PAGE>

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

     SECTION 11.01 Compliance Certificates and Opinions.

     (a) Upon any application or request by the Issuer to the Indenture Trustee
to take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee and each Rating Agency (i) an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) if required by
the TIA, an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

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

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

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

          (ii) Whenever the Issuer would be required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the


                                       54

<PAGE>

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

          (iii) Other than with respect to any release described in clause (A)
     or (B) of Section 11.01(b)(v), whenever any property or securities are to
     be released from the lien of this Indenture, the Issuer shall also furnish
     to the Indenture Trustee (if so requested by the Indenture Trustee or
     required by the TIA) an Officer's Certificate certifying or stating the
     opinion of each Person signing such certificate as to the fair value
     (within 90 days of such release) of the property or securities proposed to
     be released and stating that in the opinion of such Person, the proposed
     release will not impair the security under this Indenture in contravention
     of the provisions hereof.

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

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

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


                                       55

<PAGE>

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

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

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

     SECTION 11.03 Acts of Noteholders.

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

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

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

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the holder of any Note shall bind the holder of every Note
issued upon the registration


                                       56

<PAGE>

thereof or in exchange therefor or in lieu thereof, in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.

     SECTION 11.04 Notices. All demands, notices and communications hereunder
shall be in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by telecopier, and addressed in each case as follows: (i) if to the
Issuer c/o the Owner Trustee, at Rodney Square North, 1100 N. Market Street,
Wilmington, Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate
Trust Administration with a copy to the Administrative Agent, at 990 West 190th
Street, Torrance, California, 90502 (telecopier no. (310) 324-2542), Attention:
Treasurer; (ii) if to the Indenture Trustee, at 209 South LaSalle Street, Suite
300, Chicago, IL 60604 (telecopier no. (312) 325-8905), Attention: Nissan Auto
Lease Trust 2005-A; (iii) if to Moody's, to Moody's Investors Services, Inc., 99
Church Street, New York, New York 10007 (telecopier no. (212) 553-7820),
Attention: ABS Monitoring Group; (iv) if to Standard & Poor's, to Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York, 10041 (telecopier no. (212) 208-0030), Attention:
Asset Backed Monitoring Group; or (v) at such other address as shall be
designated by any of the foregoing in a written notice to the other parties
hereto. Delivery shall occur only upon receipt or reported tender of such
communication by an officer of the recipient entitled to receive such notices
located at the address of such recipient for notices hereunder.

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

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

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

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


                                       57

<PAGE>

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

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

     SECTION 11.08 Severability. If any one or more of the covenants, agreement,
provisions or terms of this Indenture shall be for any reason whatsoever held
invalid or unenforceable in any jurisdiction, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements provisions or terms of this Indenture and shall in no way affect the
validity or enforceability of the other provisions of this Indenture or of the
Notes, the Interest Rate Cap Agreement or the Trust Certificates or the rights
of the Holders thereof.

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

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

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

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

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


                                       58

<PAGE>

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

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

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

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


                                       59

<PAGE>

required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

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

     SECTION 11.19 Assignment of the Interest Rate Cap Agreement.

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

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

     (c) Upon the retirement of the Notes and the release of the Owner Trust
Estate from the lien of this Indenture, this assignment and all rights herein
assigned to the Indenture Trustee for the benefit of the Noteholders shall cease
and terminate and all the estate, right, title and


                                       60

<PAGE>

interest of the Indenture Trustee and the Noteholders in, to and under the
Interest Rate Cap Agreement shall revert to the Issuer and no further instrument
or act shall be necessary to evidence such termination and reversion.

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

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

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

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

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

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


                                       61

<PAGE>

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

                           [Signature Page to Follow]


                                       62

<PAGE>

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

                                        NISSAN AUTO LEASE TRUST 2005-A

                                        By: Wilmington Trust Company,
                                            not in its individual capacity,
                                            but solely as Owner Trustee


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


                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Indenture Trustee


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

     Receipt of this original counterpart of this Agreement is hereby
acknowledged on this __ of October 2005.

                                        NILT, INC.,
                                        as Trustee


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


                                       S-1

<PAGE>

STATE OF DELAWARE

COUNTY OF NEW CASTLE

     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared, known to me to be the person
and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said WILMINGTON TRUST
COMPANY, not in its individual capacity but as Owner Trustee of the NISSAN AUTO
LEASE TRUST 2005-A, a Delaware statutory trust, and that such person executed
the same as the act of said statutory trust for the purpose and consideration
therein expressed, and in the capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of _______, 2005.


                                        ----------------------------------------
                                        Notary Public in and for the
                                        State of DELAWARE

(Seal)

My commission expires:

______________

<PAGE>

STATE OF ILLINOIS

COUNTY OF COOK

     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared, known to me to be the person
and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said U.S. BANK NATIONAL
ASSOCIATION, not in its individual capacity but as Indenture Trustee of the
NISSAN AUTO LEASE TRUST 2005-A, a Delaware statutory trust, and that such person
executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of _______, 2005.


                                        ----------------------------------------
                                        Notary Public in and for the
                                        State of ILLINOIS

(Seal)

My commission expires:

______________

<PAGE>

                                   SCHEDULE I

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

(2) The 2005-A SUBI Certificate constitutes a "general intangible,"
"instrument," "certificated security," or "tangible chattel paper," within the
meaning of the applicable UCC. The Accounts and all subaccounts thereof,
constitute either deposit accounts or securities accounts.

(3) All of the Collateral that constitutes securities entitlements (other than
the 2005-A SUBI Certificate to the extent the 2005-A SUBI Certificate
constitutes a certificated security) has been or will have been credited to one
of the Accounts. The securities intermediary for each Account has agreed to
treat all assets credited to the Accounts as "financial assets" within the
meaning of the applicable UCC.

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

Other than the transfer of the 2005-A SUBI and the 2005-A SUBI Certificate from
NALT Trust to the Transferor under the SUBI Certificate Transfer Agreement, the
transfer of the 2005-A SUBI and the 2005-A SUBI Certificate from the Transferor
to the Issuer under the Trust SUBI Certificate Transfer Agreement and the
security interest in the Collateral granted to the Indenture Trustee pursuant to
the Indenture, none of NALT Trust, the Transferor or the Issuer has pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the
Collateral or the Accounts or any subaccounts thereof. The Issuer has not
authorized the filing of, or is aware of any financing statements against the
Issuer that include a description of collateral covering the Collateral or the
Accounts or any subaccount thereof other than any financing statement relating
to the security interest granted to the Indenture Trustee hereunder or that has
been terminated.

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

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

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

<PAGE>

                                                                       EXHIBIT A

                             FORM OF CLASS A-1 NOTE

                       SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

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

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

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

     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND
TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION
OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH
NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS
SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" AS DEFINED IN SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (III) AN ENTITY DEEMED
TO HOLD THE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101)
OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS
ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE


                                       A-1

<PAGE>

(OR INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR APPLICABLE
LAW.


                                       A-2

<PAGE>

                         NISSAN AUTO LEASE TRUST 2005-A
                      _____ % ASSET BACKED NOTE, CLASS A-1

     REGISTERED                                                       $_________
     No. R-____                                               CUSIP NO._________

     Nissan Auto Lease Trust 2005-A, a statutory trust organized and existing
under the laws of the State of Delaware (including any permitted successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________________
($_____________) in monthly installments on the 15th day of each month, or if
such day is not a Business Day, on the immediately succeeding Business Day,
commencing on November 15, 2005 (each, a "Payment Date"), until the principal
of this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Outstanding Class A-1 Note Balance as of the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), or as of the Closing Date in the case of the first
Payment Date or if no interest has yet been paid, during the period from and
including the previous Payment Date on which interest was paid, or as of the
Closing Date if no interest has yet been paid, to but excluding the current
Payment Date, at the rate per annum shown above (the "Interest Rate"), in each
case as and to the extent described below; provided, however, that the entire
Class A-1 Note Balance shall be due and payable on the earlier of _________ (the
"Note Final Scheduled Payment Date") and the Redemption Date, if any, pursuant
to Section 10.01 of the Indenture. The Issuer shall pay interest on overdue
installments of interest at the Interest Rate to the extent lawful. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

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

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

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


                                       A-3

<PAGE>

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

     Dated: ________, 2005

                                        NISSAN AUTO LEASE TRUST 2005-A,

                                        By: WILMINGTON TRUST COMPANY,
                                            as Owner Trustee


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


                                       A-4

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

     Dated: _________, 2005             U.S. BANK NATIONAL ASSOCIATION,
                                        as Indenture Trustee


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


                                       A-5

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its "____% Asset Backed Notes, Class A-1" (herein called the
"Notes") issued under an Indenture, dated as of __________, 2005 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and U.S. Bank National Association, as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

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

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


                                       A-6

<PAGE>

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

     As provided in the Indenture, the Servicer will be permitted at its option
to purchase the 2005-A SUBI Certificate from the Issuer on any Payment Date if,
either before or after giving effect to any payment of principal required to be
made on such Payment Date, the Securities Balance is less than or equal to 5% of
the Initial Securities Balance. The purchase price (the "Optional Purchase
Price") for the 2005-A SUBI Certificate shall equal the 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 amount of such funds held in cash)
held as part the Trust Assets (less liquidation expenses). The Redemption Price
for the Notes will equal the aggregate Note Balance, plus accrued and unpaid
interest thereon at the related Interest Rate (including, to the extent allowed
by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into
the 2005-A SUBI Collection Account on the Deposit Date relating to the Payment
Date fixed for redemption. In connection with an Optional Purchase, the Notes
will be redeemed on such Payment Date in whole, but not in part, for the
Redemption Price and thereupon the 2005-A SUBI Certificate shall be delivered to
the Servicer.

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

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


                                       A-7

<PAGE>

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

     Each Noteholder by acceptance of this Note, or in the case of this Note
Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and
agrees that prior to the date that is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not institute against, or join any other Person in instituting against,
the Grantor, the Trustee, the Titling Trust, the Transferor, the Issuer and any
other Special Purpose Affiliate, any member of any Special Purpose Affiliate or
any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or
liquidation Proceeding or other Proceeding under any federal or state bankruptcy
or similar law.

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

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

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

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

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


                                       A-8

<PAGE>

                                   ASSIGNMENT

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

                       ___________________________________

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

     ______________________________________________________________________

     ______________________________________________________________________
                         (name and address of assignee)

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

     Dated:(1)
               ---------------------
     Signature Guaranteed:


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

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

<PAGE>

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

                       SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

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

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

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

     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND
TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION
OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH
NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS
SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" AS DEFINED IN SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (III) AN ENTITY DEEMED
TO HOLD THE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101)
OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS
ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT
RESULT IN A NONEXEMPT PROHIBITED

<PAGE>

TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR
APPLICABLE LAW.

<PAGE>

                         NISSAN AUTO LEASE TRUST 2005-A
                    _____% ASSET BACKED NOTE, CLASS A-[2] [3]

     REGISTERED _______                                               $_________
     No. R-____________                                       CUSIP NO._________

     Nissan Auto Lease Trust 2005-A, a statutory trust organized and existing
under the laws of the State of Delaware (including any permitted successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________________
($_____________) in monthly installments on the 15th day of each month, or if
such day is not a Business Day, on the immediately succeeding Business Day,
commencing on November 15, 2005 (each, a "Payment Date"), until the principal of
this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Outstanding Class A-[2] [3] Note Balance for the period from
and including the 15th day of the previous calendar month (after giving effect
to all payments of principal made on the preceding Payment Date) to but
excluding the 15th day of the month of the current Payment Date, or as of the
Closing Date in the case of the first Payment Date or if no interest has yet
been paid during the period from and including the 15th day of the month of the
previous Payment Date on which interest was paid, or as of the Closing Date if
no interest has yet been paid to but excluding the 15th day of the month of the
current Payment Date, at the rate per annum shown above (the "Interest Rate"),
in each case as and to the extent described below; provided, however, that the
entire Class A-[2] [3] Note Balance shall be due and payable on the earlier of
_________ (the "Note Final Scheduled Payment Date") and the Redemption Date, if
any, pursuant to Section 10.01 of the Indenture. The Issuer shall pay interest
on overdue installments of interest at the Interest Rate to the extent lawful.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

<PAGE>

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

     Dated: ________, 2005

                                        NISSAN AUTO LEASE TRUST 2005-A,

                                        By: WILMINGTON TRUST COMPANY,
                                            as Owner Trustee


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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

     Dated: ________, 2005              U.S. BANK NATIONAL ASSOCIATION,
                                        as Indenture Trustee


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

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its "___% Asset Backed Notes, Class A-[2] [3]" (herein called the
"Notes") issued under an Indenture, dated as of __________, 2005 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and U.S. Bank National Association, as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

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

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

<PAGE>

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

     As provided in the Indenture, the Servicer will be permitted at its option
to purchase the 2005-A SUBI Certificate from the Issuer on any Payment Date if,
either before or after giving effect to any payment of principal required to be
made on such Payment Date, the Securities Balance is less than or equal to 5% of
the Initial Securities Balance. The purchase price (the "Optional Purchase
Price") for the 2005-A SUBI Certificate shall equal the 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 amount of such funds held in cash)
held as part the Trust Assets (less liquidation expenses). The Redemption Price
for the Notes will equal the aggregate Note Balance, plus accrued and unpaid
interest thereon at the related Interest Rate (including, to the extent allowed
by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into
the 2005-A SUBI Collection Account on the Deposit Date relating to the Payment
Date fixed for redemption. In connection with an Optional Purchase, the Notes
will be redeemed on such Payment Date in whole, but not in part, for the
Redemption Price and thereupon the 2005-A SUBI Certificate shall be delivered to
the Servicer.

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

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

<PAGE>

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

     Each Noteholder by acceptance of this Note, or in the case of this Note
Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and
agrees that prior to the date that is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not institute against, or join any other Person in instituting against,
the Grantor, the Trustee, the Titling Trust, the Transferor, the Issuer and any
other Special Purpose Affiliate, any member of any Special Purpose Affiliate or
any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or
liquidation Proceeding or other Proceeding under any federal or state bankruptcy
or similar law.

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

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

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

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

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

<PAGE>

                                   ASSIGNMENT

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

                       __________________________________

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

     _____________________________________________________________________

     _____________________________________________________________________
                         (name and address of assignee)

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

     Dated:(1)
              ----------------

     Signature Guaranteed:


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

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

<PAGE>

                             FORM OF CLASS A-4 NOTE

                       SEE REVERSE FOR CERTAIN DEFINITIONS

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

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

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

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

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

     BY IT ACQUISITION OF THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND
TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT (ON THE DATE OF ACQUISITION
OF THIS NOTE (OR ANY INTEREST HEREIN) AND THROUGHOUT THE PERIOD OF HOLDING SUCH
NOTE (OR INTEREST HEREIN)) THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS
SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" AS DEFINED IN SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (III) AN ENTITY DEEMED
TO HOLD THE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101)
OF ANY OF THE FOREGOING OR (IV) ANY OTHER PLAN THAT IS SUBJECT TO A LAW THAT IS
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS
ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) WILL NOT
RESULT IN A NONEXEMPT PROHIBITED

<PAGE>

TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR
APPLICABLE LAW.

<PAGE>

                         NISSAN AUTO LEASE TRUST 2005-A
                   FLOATING RATE ASSET BACKED NOTE, CLASS A-4

     REGISTERED                                                       $_________
     No. R-____________                                       CUSIP NO._________

     Nissan Auto Lease Trust 2005-A, a statutory trust organized and existing
under the laws of the State of Delaware (including any permitted successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________________
($_____________) in monthly installments on the 15th day of each month, or if
such day is not a Business Day, on the immediately succeeding Business Day,
commencing on November 15, 2005 (each, a "Payment Date"), until the principal of
this Note is paid or made available for payment, and to pay interest on each
Payment Date on the Outstanding Class A-4 Note Balance for the preceding Payment
Date (after giving effect to all payments of principal made on the preceding
Payment Date), or as of the Closing Date in the case of the first Payment Date
or if no interest has yet been paid, during the period from and including the
previous Payment Date on which interest was paid, or as of the Closing Date if
no interest has yet been paid, to but excluding the current Payment Date, at the
rate of one-month LIBOR/plus ____% (the "Interest Rate"), in each case as and to
the extent described below; provided, however, that the entire Class A-4 Note
Balance shall be due and payable on the earlier of _________ (the "Note Final
Scheduled Payment Date") and the Redemption Date, if any, pursuant to Section
10.01 of the Indenture. The Issuer shall pay interest on overdue installments of
interest at the Interest Rate to the extent lawful. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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

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

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

<PAGE>

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

     Dated: ________, 2005

                                        NISSAN AUTO LEASE TRUST 2005-A,

                                        By: WILMINGTON TRUST COMPANY,
                                            as Owner Trustee


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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

     Dated: ________, 2005              U.S. BANK NATIONAL ASSOCIATION,
                                        as Indenture Trustee


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


                                      A-21

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its "Floating Rate Asset Backed Notes, Class A-4" (herein called
the "Notes") issued under an Indenture, dated as of __________, 2005 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and U.S. Bank National Association, as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

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

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

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

<PAGE>

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

     As provided in the Indenture, the Servicer will be permitted at its option
to purchase the 2005-A SUBI Certificate from the Issuer on any Payment Date if,
either before or after giving effect to any payment of principal required to be
made on such Payment Date, the Securities Balance is less than or equal to 5% of
the Initial Securities Balance. The purchase price (the "Optional Purchase
Price") for the 2005-A SUBI Certificate shall equal the 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 amount of such funds held in cash)
held as part the Trust Assets (less liquidation expenses). The Redemption Price
for the Notes will equal the aggregate Note Balance, plus accrued and unpaid
interest thereon at the related Interest Rate (including to the extent allowed
by law, interest on overdue interest, if applicable), to but not including the
Redemption Date, which amount, with such additional amounts constituting in the
aggregate the Optional Purchase Price, shall be deposited by the Servicer into
the 2005-A SUBI Collection Account on the Deposit Date relating to the Payment
Date fixed for redemption. In connection with an Optional Purchase, the Notes
will be redeemed on such Payment Date in whole, but not in part, for the
Redemption Price and thereupon the 2005-A SUBI Certificate shall be delivered to
the Servicer.

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

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

<PAGE>

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

     Each Noteholder by acceptance of this Note, or in the case of this Note
Owner, by acceptance of a beneficial interest in the Notes, hereby covenants and
agrees that prior to the date that is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not institute against, or join any other Person in instituting against,
the Grantor, the Trustee, the Titling Trust, the Transferor, the Issuer and any
other Special Purpose Affiliate, any member of any Special Purpose Affiliate or
any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or
liquidation Proceeding or other Proceeding under any federal or state bankruptcy
or similar law.

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

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

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

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

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

<PAGE>

                                   ASSIGNMENT

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

                       __________________________________

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

     _____________________________________________________________________

     _____________________________________________________________________
                         (name and address of assignee)

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

     Dated:(1)
              --------------

     Signature Guaranteed:


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

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

<PAGE>

                                    EXHIBIT B

                          FORM OF DEPOSITORY AGREEMENT


                                       B-1