exv10w4







Exhibit 10.4




 





NISSAN AUTO LEASING LLC II,

as Depositor,



and



WILMINGTON TRUST COMPANY,

as Owner Trustee



 





AMENDED AND RESTATED

TRUST AGREEMENT



Dated as of November 17, 2010



 





 









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	 
	Section 1.02 Interpretive Provisions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE TWO ORGANIZATION
	 	 	2	 
	 
	 	 	 	 
	Section 2.01 Name and Status
	 	 	2	 
	 
	Section 2.02 Office
	 	 	2	 
	 
	Section 2.03 Purposes and Powers
	 	 	2	 
	 
	Section 2.04 Appointment of Owner Trustee
	 	 	3	 
	 
	Section 2.05 Liability of the Trust Certificateholders
	 	 	3	 
	 
	Section 2.06 Initial Capital Contribution of Owner Trust Estate
	 	 	4	 
	 
	Section 2.07 Declaration of Trust
	 	 	4	 
	 
	Section 2.08 Title to Issuing Entity Property
	 	 	4	 
	 
	Section 2.09 Situs of Issuing Entity
	 	 	4	 
	 
	Section 2.10 Representations and Warranties of the Depositor
	 	 	4	 
	 
	Section 2.11 Power of Attorney
	 	 	6	 
	 
	 	 	 	 
	ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS
	 	 	6	 
	 
	 	 	 	 
	Section 3.01 Initial Ownership
	 	 	6	 
	 
	Section 3.02 The Trust Certificates
	 	 	6	 
	 
	Section 3.03 Authentication and Delivery of Trust Certificates
	 	 	7	 
	 
	Section 3.04 Registration of Transfer and Exchange
	 	 	7	 
	 
	Section 3.05 Mutilated, Destroyed, Lost or Stolen Trust Certificates
	 	 	11	 
	 
	Section 3.06 Persons Deemed Trust Certificateholders
	 	 	11	 
	 
	Section 3.07 Access to List of Trust Certificateholders’ Names and Addresses
	 	 	11	 
	 
	Section 3.08 Maintenance of Office or Agency
	 	 	12	 
	 
	Section 3.09 Appointment of Paying Agent
	 	 	12	 
	 
	Section 3.10 Ownership by the Depositor of Trust Certificates
	 	 	13	 
	 
	Section 3.11 Trust Certificates Held by Issuing Entity, Depositor or Their Affiliates
	 	 	13	 
	 
	 	 	 	 
	ARTICLE FOUR ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS
	 	 	13	 





 (NALT 2010-B Amended and Restated Trust Agreement)



i









 





TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	Section 4.01 Prior Notice to Trust Certificateholders With Respect to Certain Matters
	 	 	13	 
	 
	Section 4.02 Action by Trust Certificateholders With Respect to Certain Matters

	 	 	14	 
	 
	Section 4.03 Action by Owner Trustee With Respect to Bankruptcy
	 	 	14	 
	 
	Section 4.04 Restrictions on Trust Certificateholders’ Power
	 	 	14	 
	 
	Section 4.05 Majority Control
	 	 	14	 
	 
	 	 	 	 
	ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	15	 
	 
	 	 	 	 
	Section 5.01 Establishment of Certificate Distribution Account and Reserve Account
	 	 	15	 
	 
	Section 5.02 Application of Issuing Entity Funds
	 	 	16	 
	 
	Section 5.03 Method of Payment
	 	 	19	 
	 
	Section 5.04 Accounting and Reports
	 	 	20	 
	 
	Section 5.05 Duties of Depositor on Behalf of Issuing Entity
	 	 	20	 
	 
	 	 	 	 
	ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	20	 
	 
	 	 	 	 
	Section 6.01 General Authority
	 	 	20	 
	 
	Section 6.02 General Duties
	 	 	21	 
	 
	Section 6.03 Action Upon Instruction
	 	 	21	 
	 
	Section 6.04 No Duties Except as Specified
	 	 	22	 
	 
	Section 6.05 No Action Unless Specifically Authorized
	 	 	23	 
	 
	Section 6.06 Restrictions
	 	 	23	 
	 
	 	 	 	 
	ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE
	 	 	23	 
	 
	 	 	 	 
	Section 7.01 Acceptance of Trusts and Duties
	 	 	23	 
	 
	Section 7.02 Furnishing of Documents
	 	 	24	 
	 
	Section 7.03 Representations and Warranties
	 	 	24	 
	 
	Section 7.04 Reliance; Advice of Counsel
	 	 	25	 
	 
	Section 7.05 Not Acting in Individual Capacity
	 	 	26	 
	 
	Section 7.06 Owner Trustee Not Liable for Trust Certificates
	 	 	26	 
	 
	Section 7.07 Owner Trustee May Own Trust Certificates and Notes
	 	 	26	 
	 
	 	 	 	 
	ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE
	 	 	27	 
	 
	 	 	 	 
	Section 8.01 Owner Trustee’s Compensation and Indemnification
	 	 	27	 
	 
	 	 	 	 
	ARTICLE NINE TERMINATION OF TRUST AGREEMENT
	 	 	27	 





 (NALT 2010-B Amended and Restated Trust Agreement)



ii









 





TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	Section 9.01 Termination of Trust Agreement
	 	 	27	 
	 
	Section 9.02 [Reserved]
	 	 	29	 
	 
	Section 9.03 Purchase of the 2010-B SUBI Certificate; Repayment of the Trust Certificates
	 	 	29	 
	 
	 	 	 	 
	ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	 	 	30	 
	 
	 	 	 	 
	Section 10.01 Eligibility Requirements for Owner Trustee
	 	 	30	 
	 
	Section 10.02 Resignation or Removal of Owner Trustee
	 	 	30	 
	 
	Section 10.03 Successor Owner Trustee
	 	 	31	 
	 
	Section 10.04 Merger or Consolidation of Owner Trustee
	 	 	32	 
	 
	Section 10.05 Appointment of Co-Trustee or Separate Trustee
	 	 	32	 
	 
	 	 	 	 
	ARTICLE ELEVEN TAX MATTERS
	 	 	33	 
	 
	 	 	 	 
	Section 11.01 Tax and Accounting Characterization
	 	 	33	 
	 
	Section 11.02 Signature on Returns; Tax Matters Partner
	 	 	34	 
	 
	Section 11.03 Tax Reporting
	 	 	34	 
	 
	 	 	 	 
	ARTICLE TWELVE MISCELLANEOUS
	 	 	34	 
	 
	 	 	 	 
	Section 12.01 Supplements and Amendments
	 	 	34	 
	 
	Section 12.02 No Legal Title to Owner Trust Estate
	 	 	36	 
	 
	Section 12.03 Limitations on Rights of Others
	 	 	36	 
	 
	Section 12.04 Notices
	 	 	36	 
	 
	Section 12.05 Severability
	 	 	37	 
	 
	Section 12.06 Counterparts
	 	 	37	 
	 
	Section 12.07 Successors and Assigns
	 	 	37	 
	 
	Section 12.08 No Petition
	 	 	37	 
	 
	Section 12.09 No Recourse
	 	 	37	 
	 
	Section 12.10 Headings
	 	 	38	 
	 
	Section 12.11 GOVERNING LAW
	 	 	38	 
	 
	Section 12.12 Trust Certificates Nonassessable and Fully Paid
	 	 	38	 
	 
	Section 12.13 Furnishing of Basic Documents
	 	 	38	 






(NALT 2010-B Amended and Restated Trust Agreement)





iii









 








TABLE OF CONTENTS






	 	 	 	 	 
	 	 	Page
	EXHIBITS
	 
	Exhibit A — Form of Trust Certificate
	 	 	A-1	 
	Exhibit B — Form of Rule 144A Certificate
	 	 	B-1	 
	Exhibit C — Form of Investment Letter
	 	 	C-1	 
















(NALT 2010-B Amended and Restated Trust Agreement)



iv









 








AMENDED AND RESTATED TRUST AGREEMENT




     This Amended and Restated Trust Agreement (as amended, supplemented or otherwise modified from
time to time, this “Agreement”), dated as of November 17, 2010, is between Nissan Auto
Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the
“Depositor”), and Wilmington Trust Company, a Delaware banking corporation (“Wilmington
Trust”), as trustee (the “Owner Trustee”).



     WHEREAS, the parties hereto entered into a trust agreement, dated as of October 1, 2010 (the
“Initial Trust Agreement”) pursuant to which the Nissan Auto Lease Trust 2010-B (the
“Issuing Entity”) was created; and



     WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other
things, the Initial Trust Agreement will be amended and restated, and $142,857,142.86 aggregate
principal amount of Asset Backed Certificates and $112,000,000 aggregate principal amount of
0.31730% Asset Backed Class A-1 Notes, $246,000,000 aggregate principal amount of 0.90% Asset
Backed Class A-2 Notes, $280,000,000 aggregate principal amount of 1.12% Asset Backed Class A-3
Notes and $112,000,000 aggregate principal amount of 1.27% Asset Backed Class A-4 Notes will be
issued.



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



ARTICLE ONE




DEFINITIONS




     SECTION 1.01 Definitions. Capitalized terms used herein that are not otherwise
defined shall have the respective meanings ascribed thereto in the Agreement of Definitions,
dated as of November 17 , 2010, by and among the Issuing Entity, NILT Trust, a Delaware
statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the
“UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the
“Titling Trust”), Nissan Motor Acceptance Corporation, a California
corporation (“NMAC”), in its individual capacity, as servicer and as administrative
agent (in such capacity, the “Servicer” and the “Administrative Agent,”
respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust
(the “Titling Trustee”), Wilmington Trust, as Owner Trustee and Delaware trustee (in
such capacity, the “Delaware Trustee”) and U.S. Bank National Association, a national
banking association (“U.S. Bank”), as trust agent and indenture trustee (in such
capacity, the “Trust Agent” and the “Indenture Trustee,” respectively).




     SECTION 1.02 Interpretive Provisions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires, (i) terms used
herein include, as appropriate, all genders and the plural as well as the singular, (ii)
references to words such as “herein,” “hereof” and the like shall refer to this Agreement as
a whole and not to any particular part, Article or Section within this Agreement, (iii)


 (NALT 2010-B Amended and Restated Trust Agreement)



1









 







references to an Article or Section such as “Article Twelve” or “Section 12.01”
shall refer to the applicable Article or Section of this Agreement, (iv) the term “include”
and all variations thereof shall mean “include without limitation,” (v) the term “or” shall
include “and/or,” (vi) the term “proceeds” shall have the meaning ascribed to such term in
the UCC, (vii) references to Persons include their permitted successors and assigns, (viii)
references to agreements and other contractual instruments include all subsequent amendments,
amendments and restatements and supplements thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Agreement, except that
references to the SUBI Trust Agreement include only such items as related to the 2010-B SUBI
and the Titling Trust, (ix) references to laws include their amendments and supplements, the
rules and regulations thereunder and any successors thereto, (x) references to this Agreement
include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the Trust,” or
words of similar import, shall, to the extent required to effectuate the appointment of any
Co-Trustee pursuant to the Titling Trust Agreement, be deemed to refer to the Trustee (or
such Co-Trustee) on behalf of the Titling Trust, and (xii) in the computation of a period of
time from a specified date to a later specified date, the word “from” shall mean “from and
including” and the words “to” and “until” shall mean “to but excluding.”



ARTICLE TWO




ORGANIZATION




     SECTION 2.01 Name and Status. The trust created hereby shall be known as “Nissan
Auto Lease Trust 2010-B,” in which name the Issuing Entity may engage in activities as
permitted by the Basic Documents, make and execute contracts and other instruments and sue
and be sued, to the extent provided herein. It is the intention of the parties hereto that
the Issuing Entity shall be a statutory trust under the Statutory Trust Statute, and that
this Agreement shall constitute the governing instrument of that statutory trust.




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




     SECTION 2.03 Purposes and Powers.



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


 (NALT 2010-B Amended and Restated Trust Agreement)



2









 





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




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




          (ii) to acquire the 2010-B SUBI Certificate from the Depositor and the other property
of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor,
(B) certain capital contributions from the Depositor and (C) the issuance of the Trust
Certificate to the Depositor;




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




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




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




          (vi) to engage in other transactions, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto
or connected therewith, including, without limitation, any Currency Swap as provided in
Section 8.16 of the 2010-B Servicing Supplement; and




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



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




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




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


 (NALT 2010-B Amended and Restated Trust Agreement)



3









 






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




     SECTION 2.07 Declaration of Trust. The Owner Trustee hereby declares that it
will hold the Owner Trust Estate, and if the Issuer enters into a Currency Swap Agreement
pursuant to Section 8.16 of the 2010-B Servicing Supplement, any such Currency Swap Agreement
and payments made by any such Currency Swap Counterparty, in trust upon and subject to the
conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and
collecting and disbursing the periodic income therefrom for the use and benefit of the Trust
Certificateholders, who are intended to be “beneficial owners” within the meaning of the
Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of
the Issuing Entity under the Basic Documents. It is the intention of the parties hereto that
the Issuing Entity constitutes a statutory trust under the Statutory Trust Statute and that
this Agreement constitutes the governing instrument of such statutory trust. Consistent with
Section 11.01, it is the intention of the parties hereto that, solely for income and
franchise tax purposes, the Issuing Entity shall be treated as a division or branch of the
Trust Certificateholder. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and under Delaware law for the purpose and to the
extent necessary to accomplish the purpose of the Issuing Entity as set forth in Sections
2.03(a) and 2.03(b). At the direction of the Depositor, the Owner Trustee caused
to be filed the Certificate of Trust pursuant to the Statutory Trust Statute, and the Owner
Trustee shall file or cause to be filed such amendments thereto as shall be necessary or
appropriate to satisfy the purposes of this Agreement and as shall be consistent with the
provisions hereof.




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




     SECTION 2.09 Situs of Issuing Entity. The Issuing Entity shall be located and
administered in the state of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Issuing Entity shall be located in the states of California, Delaware or New
York. The Issuing Entity shall not have any employees in any state other than Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or without the state of Delaware.




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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



4









 





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



     (c) Power and Authority. The Depositor (i) has the power and authority to execute and
deliver this Agreement and to carry out its terms; (ii) had, immediately prior to the sale and
transfer contemplated by the Trust SUBI Certificate Transfer Agreement, good title to and is the
sole legal and beneficial owner of the 2010-B SUBI Certificate, free and clear of Liens and claims;
(iii) has full power and authority to transfer the 2010-B SUBI Certificate and deposit the same
with the Issuing Entity; (iv) duly authorized such transfer and deposit to the Issuing Entity by
all necessary action; and (v) duly authorized the execution, delivery and performance of this
Agreement by all necessary action.



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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



5









 




adversely to affect the federal income tax or any state income tax attributes of the Issuing
Entity, the Notes or the Trust Certificates.




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




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



ARTICLE THREE




TRUST CERTIFICATES AND TRANSFER OF INTERESTS




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




     SECTION 3.02 The Trust Certificates.



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



6









 




such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name
pursuant to Section 3.04.





     SECTION 3.03 Authentication and Delivery of Trust Certificates. Concurrently
with the transfer of the 2010-B SUBI Certificate to the Issuing Entity, the Owner Trustee
shall cause to be executed on behalf of the Issuing Entity the Trust Certificate in an
aggregate principal amount equal to the Initial Trust Certificate Balance, authenticated and
delivered to or upon the written order of the Depositor, in authorized denominations,
evidencing the entire ownership of the Issuing Entity. No Trust Certificate shall entitle its
holder to any benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Trust Certificate a certificate of authentication, substantially in the
form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating
Agent, by manual or facsimile signature; and such authentication shall constitute conclusive
evidence, and the only evidence, that such Trust Certificate shall have been duly
authenticated and delivered hereunder. All Trust Certificates shall be dated the date of
their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the
Trust Certificates shall be entitled to the benefits of this Agreement. Wilmington Trust
Company shall be the initial Authenticating Agent of the Owner Trustee hereunder, and all
references herein to authentication by the Owner Trustee shall be deemed to include the
Authenticating Agent.




     SECTION 3.04 Registration of Transfer and Exchange.



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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



7









 






          (i) It has neither acquired through nor will it transfer any Trust Certificate it
purchases (or any interest therein) through or cause any such Trust Certificates (or any
interest therein) to be traded or readily available on or through (A) an “established
securities market” within the meaning of Section 7704(b)(1) of the Code, including,
without limitation, an over-the counter-market or an interdealer quotation system that
regularly disseminates firm buy or sell quotations, or (B) a “secondary market” (or the
substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code.




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




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




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




          (v) It is not a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code,
will not acquire or hold the Trust Certificates being transferred on behalf of or with “plan
assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of
ERISA) of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, and is not
a Person acting on behalf of such a Benefit Plan nor using the assets of such a Benefit Plan
to effect such transfer;




          (vi) If it is a Benefit Plan subject to any Similar Law, its acquisition, holding and
disposition of the Trust Certificates will not result in a non-exempt prohibited transaction
under, or a violation of, Similar Law and will not result in the assets of the Issuing
Entity being considered plan assets of such Benefit Plan under Similar Law.


 (NALT 2010-B Amended and Restated Trust Agreement)



8









 






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




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



     Notwithstanding paragraphs (i) and (ii) and clause (1) of paragraph (iii) above, a transfer
shall be valid if the Owner Trustee and the Servicer are provided with a written opinion of counsel
that such transfer will not cause the Issuing Entity to be a publicly traded partnership taxable as
a corporation.



     (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically
agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no
transfer of such Trust Certificate shall be made unless the registration requirements of the
Securities Act and any applicable state securities laws are complied with, or such transfer is
exempt from the registration requirements under the Securities Act because the transfer satisfies
one of the following:




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


 (NALT 2010-B Amended and Restated Trust Agreement)



9









 






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



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




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




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




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



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



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



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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



10









 





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



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




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




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




     SECTION 3.07 Access to List of Trust Certificateholders’ Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the
Servicer and the Depositor or the Indenture Trustee, as the case may be, within 15 days after
its receipt of a request therefor from the Owner Trustee, the Servicer, the Depositor or the
Indenture Trustee in writing, a list, in such form as the requesting party may reasonably
request, of the names and addresses of the Trust Certificateholders as of the most recent
Record Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust
Certificateholders evidencing not less than 25% of the Certificate Balance apply in writing
to the Owner Trustee, and such application states that the applicants desire to communicate
with other Trust Certificateholders with respect to their rights under this


 (NALT 2010-B Amended and Restated Trust Agreement)



11









 







Agreement or under the Trust Certificates and such application is accompanied by a copy
of the communication that such applicants propose to transmit, then the Owner Trustee shall,
within five Business Days after the receipt of such application, afford such applicants
access during normal business hours to the current list of Trust Certificateholders. Each
Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to
have agreed not to hold any of the Depositor, the Owner Trustee, the Indenture Trustee or the
Servicer, as the case may be, accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.




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




     SECTION 3.09 Appointment of Paying Agent. The Paying Agent shall make
distributions to the Trust Certificateholders pursuant to Section 5.02, and shall
report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have
the revocable power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Paying Agent initially shall be
U.S. Bank. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner
Trustee determines in its sole discretion that the Paying Agent has failed to perform its
obligations under this Agreement in any material respect. Any co-paying agent chosen by the
Depositor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent
may resign upon 30 days’ written notice to the Owner Trustee. In the event that a Paying
Agent may no longer act as Paying Agent, the Owner Trustee shall appoint a successor to act
as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such
successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such
successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for
payment to the Trust Certificateholders in trust for the benefit of the Trust
Certificateholders entitled thereto until such sums are paid to the Trust Certificateholders.
The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to the Owner
Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01
shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner
Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent
appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.


 (NALT 2010-B Amended and Restated Trust Agreement)



12









 






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




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



ARTICLE FOUR




ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS




     SECTION 4.01 Prior Notice to Trust Certificateholders With Respect to Certain
Matters. Subject to the provisions and limitations of Section 4.04, with respect
to the following matters, the Owner Trustee shall not take action unless (i) the Owner
Trustee has notified the Trust Certificateholders in writing of the proposed action at least
30 days before the taking of such action and (ii) the Owner Trustee has not received written
notification from Trust Certificateholders representing at least 25% of the Certificate
Balance (which for this purpose shall include Trust Certificates held by the Issuing Entity,
the Depositor, the Servicer and their respective Affiliates) prior to the 30th day after such
notice is given that such Trust Certificateholders have withheld consent or objected:



     (a) the initiation of any claim or lawsuit by the Issuing Entity or the settlement or
compromise of any action, claim or lawsuit involving the Issuing Entity (other than an action
brought by the Servicer on behalf of the Titling Trust and Persons having interests in the 2010-B
SUBI Certificate to collect amounts owed under a 2010-B Lease or 2010-B Vehicle);



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


 (NALT 2010-B Amended and Restated Trust Agreement)



13









 





     (c) the amendment of the Indenture in circumstances where the consent of the Trust
Certificateholder is required and such consent has not been granted;



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



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




     SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters.
Subject to the provisions and limitations of Section 4.04, to the extent the Owner
Trustee or the Issuing Entity is deemed to be the Holder of the 2010-B SUBI Certificate
pursuant to the SUBI Trust Agreement, the Owner Trustee or Issuing Entity, as the case may
be, shall take such actions as directed in writing by Trust Certificateholders holding Trust
Certificates evidencing an interest of at least 66 2/3% of the outstanding Certificate
Balance; provided, however, that so long as the Lien of the Indenture is
outstanding, such direction shall be subject to the consent of the Indenture Trustee
(provided that if the Depositor and its Affiliates do not hold all of the Trust
Certificates, then the Trust Certificates held by the Depositor and its Affiliates shall not
be deemed Outstanding for purposes of this provision). The Owner Trustee may not, except upon
the occurrence of a Servicer Default subsequent to the payment in full of the Notes and in
accordance with the written direction of Trust Certificateholders holding 100% of the
outstanding Certificate Balance, remove the Servicer, with respect to the 2010-B SUBI Assets
or appoint a successor Servicer with respect thereto (provided that if the Depositor
and its Affiliates do not hold all of the Trust Certificates, then the Trust Certificates
held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes of this
provision).




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




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




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


 (NALT 2010-B Amended and Restated Trust Agreement)



14









 







Trust Certificateholders holding not less than a Majority Interest of the Trust
Certificates at the time of delivery of such notice.



ARTICLE FIVE




APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




     SECTION 5.01 Establishment of Certificate Distribution Account and Reserve
Account.



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



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



     (b) The Servicer, on behalf of the Issuing Entity, shall establish and maintain an Eligible
Account (initially at U.S. Bank) in the name of the Indenture Trustee until the Outstanding Amount
is reduced to zero, and thereafter, in the name of the Owner Trustee, which is designated as the
“Reserve Account.” The Reserve Account shall be held for the benefit of the
Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein
are held for the benefit of the Securityholders.



     The Reserve Account shall be under the sole dominion and control of the Indenture Trustee
until the Outstanding Amount of Notes has been reduced to zero and thereafter under the sole
dominion and control of the Owner Trustee. On the Closing Date, the Depositor will use the net
proceeds of the sale of the Notes and the Trust Certificates to make a capital contribution to the
Issuing Entity, which the Issuing Entity shall use to cause the Initial Deposit Amount to be
deposited into the Reserve Account. All deposits to and withdrawals from the Reserve Account shall
be made only upon the terms and conditions of the Basic Documents.


 (NALT 2010-B Amended and Restated Trust Agreement)



15









 





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




          (i) promptly execute, deliver and file any financing statements, amendments,
continuation statements, assignments, certificates and other documents with respect to such
interests and perform all such other acts as may be necessary in order to perfect or to
maintain the perfection of its securities interest in the Reserve Account; and




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




     SECTION 5.02 Application of Issuing Entity Funds.



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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



16









 





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




     (i) the amount of SUBI Collections allocable to the 2010-B SUBI Certificate;




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




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




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




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




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




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




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




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




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




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




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




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


 (NALT 2010-B Amended and Restated Trust Agreement)



17









 






     (xiv) [Reserved],




     (xv) [Reserved],




     (xvi) the Servicing Fee for such Collection Period,




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




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




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




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




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




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




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




     (xxiv) the amount of the currency swap payments and the currency swap termination
payments, if any, due to the Currency Swap Counterparty under the Currency Swap Agreement
described in Section 8.16 of the 2010-B Servicing Supplement.



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



18









 




7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts
in accordance with this Section. If a Trust Certificateholder wishes to apply for a refund of any
such withholding tax, the Owner Trustee shall reasonably cooperate with such Trust
Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse
the Owner Trustee for any out-of-pocket expenses incurred.




     (e) Subject to Section 6.07 of the Indenture and 8.01 hereof, as the case may
be, neither the Indenture Trustee nor the Owner Trustee, as the case may be, shall in any way be
held liable by reason of any insufficiency in the Reserve Account resulting from any loss on any
Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s or
the Owner Trustee’s, as the case may be, failure to make payments on any such Permitted Investments
issued by the Indenture Trustee or the Owner Trustee, as the case may be, in its commercial
capacity as principal obligor and not as trustee, in accordance with their terms.



     (f) The Issuing Entity may, from time to time, at its option, and as directed by the Trust
Certificateholders pursuant to Section 4.02 of this Agreement and as provided in
Section 8.16 of the 2010-B Servicing Supplement, enter into a Currency Swap Agreement with
a Currency Swap Counterparty to swap amounts payable to Trust Certificateholders from U.S. dollars
to Japanese yen; provided, that (1) at the time the Issuing Entity enters into the Currency Swap
Agreement, the Rating Agency Condition shall have been satisfied, and (2) any payments to the
Currency Swap Counterparty (including termination payments) are payable only from amounts that are
otherwise payable to the Trust Certificateholders. If the Trust Certificateholders notify the
Administrative Agent with of the Issuing Entity’s election to enter into such a Currency Swap
Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and
take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a
Currency Swap Agreement on behalf of the Issuing Entity. Any payments received by the Issuing
Entity from the Currency Swap Counterparty under a Currency Swap Agreement shall not be deposited
in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of
the Trust Certificateholders on the related Payment Date.




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


 (NALT 2010-B Amended and Restated Trust Agreement)



19









 






     SECTION 5.04 Accounting and Reports.



     (a) The Owner Trustee shall, based on information provided by the Depositor, (i) maintain (or
cause to be maintained) the books of the Issuing Entity on a fiscal year basis ending on March 31
on the accrual method of accounting (except as required by Article Eleven), (ii) deliver to each
Trust Certificateholder not later than the latest date permitted by law (A) a statement of the
amounts provided for in Section 8.04 of the Indenture and (B) such information as may be
required by the Code and applicable Treasury Regulations with respect to instruments such as the
Trust Certificates and (iii) in addition to the Owner Trustee’s rights under Section 5.02,
take such action as instructed by the Depositor to collect or cause to be collected and paid over
to applicable authorities any withholding tax as described in and in accordance with Section
5.02 and Article Eleven with respect to income or distributions to Trust Certificateholders.
The Owner Trustee shall make all elections pursuant to Article Eleven as directed by the Depositor.



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




     SECTION 5.05 Duties of Depositor on Behalf of Issuing Entity. On behalf of the
Issuing Entity, the Depositor shall prepare or cause the Servicer to prepare and, after
execution by the Issuing Entity, file with the Commission and any applicable state agencies
all documents required to be filed by the Issuing Entity on a periodic basis with the
Commission and any applicable state agencies (including any summaries thereof required by
rules and regulations prescribed thereby), and transmit such summaries to the Noteholders,
pursuant to Section 7.03 of the Indenture.



ARTICLE SIX




AUTHORITY AND DUTIES OF OWNER TRUSTEE




     SECTION 6.01 General Authority. The Owner Trustee shall administer the Issuing
Entity in the interest of the Trust Certificateholders, subject to the Lien of the Indenture
Trustee, in accordance with the Basic Documents. Subject to the provisions and limitations of
Sections 2.03 and 2.07, the Owner Trustee is authorized and directed to
execute and deliver on behalf of the Issuing Entity the Basic Documents to which the Issuing
Entity is to be a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Issuing Entity is to be a party, in each
case in such form as the Depositor shall approve as evidenced conclusively by the Owner
Trustee’s execution thereof and the Depositor’s execution of this Agreement, and on behalf of
the Issuing Entity, to direct the Indenture Trustee to authenticate and deliver Class A-1
Notes in the aggregate principal amount of $112,000,000 Class A-2 Notes in the aggregate
principal amount of $246,000,000, Class A-3 Notes in the aggregate principal amount of
$280,000,000 and Class A-4 Notes in the aggregate principal amount of $112,000,000. In
addition to the foregoing, the Owner Trustee is authorized to take all actions required of
the Issuing Entity pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action on behalf of the Issuing Entity as is permitted by the
Basic Documents and that the Servicer or the Administrative


 (NALT 2010-B Amended and Restated Trust Agreement)



20









 







Agent recommends with respect to the Basic Documents, except to the extent this
Agreement expressly requires the consent of the Trust Certificateholders for such action.




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




     SECTION 6.03 Action Upon Instruction.



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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



21









 





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



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




     SECTION 6.04 No Duties Except as Specified. The Owner Trustee shall not be
required to perform any of the obligations of the Issuing Entity under this Agreement or the
other Basic Documents that are required to be performed by (i) the Servicer under the
Servicing Agreement or the 2010-B SUBI Supplement, (ii) the Depositor under this Agreement,
the Servicing Agreement, the Indenture or the SUBI Certificate Transfer Agreement, (iii) the
Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee
under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, dispose of or otherwise deal with the
Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in
connection with, any document contemplated hereby to which the Issuing Entity is a party,
except as expressly provided by the terms of this Agreement or in any document or written
instruction received by the Owner Trustee pursuant to Section 6.03; and no implied
duties or obligations shall be read into this Agreement or any other Basic Document against
the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect or maintain
the perfection of any ownership or security interest in the Owner Trust Estate or to record
this Agreement or any other Basic Document. Notwithstanding anything to the contrary herein
or in any Basic Document, neither the Indenture Trustee, the Titling Trustee nor the Trust
Agent shall be required to execute, deliver or certify on behalf of the Issuing Entity or any
other person any filings, certificates, affidavits or other instruments required under the
Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of
the Owner Trust Estate that result from actions by or claims against the


 (NALT 2010-B Amended and Restated Trust Agreement)



22









 







Owner Trustee in its individual capacity that are not related to the ownership or the
administration of the Owner Trust Estate.




     SECTION 6.05 No Action Unless Specifically Authorized. The Owner Trustee shall
not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust
Estate except in accordance with (i) the powers granted to and the authority conferred upon
the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the
Issuing Entity or the Owner Trustee is a party and (iii) any document or instruction
delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner
Trustee shall not transfer, sell, pledge, assign or convey the 2010-B SUBI Certificate,
except as specifically required or permitted by the Basic Documents.




     SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (i) that
is contrary to the purposes of the Issuing Entity set forth in Section 2.03 or (ii)
that, to the actual knowledge of the Owner Trustee, would (a) affect the treatment of the
Notes as debt for federal income tax purposes, (b) be deemed to cause a taxable exchange of
the Notes for federal income tax purposes or (c) cause the Issuing Entity, the Depositor or
the Titling Trust or any portion thereof to be taxable as an association (or publicly traded
partnership) taxable as a corporation for federal or state income or franchise tax purposes.
The Trust Certificateholders and the Depositor shall not direct the Owner Trustee to take
action that would violate the provisions of this Section. Notwithstanding anything herein to
the contrary, the Depositor, the Servicer and their respective Affiliates may maintain normal
commercial banking relationships with the Owner Trustee and its Affiliates.



ARTICLE SEVEN




CONCERNING THE OWNER TRUSTEE




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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



23









 





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



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



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



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



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




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




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


 (NALT 2010-B Amended and Restated Trust Agreement)



24









 





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



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



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



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



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




     SECTION 7.04 Reliance; Advice of Counsel.



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


 (NALT 2010-B Amended and Restated Trust Agreement)



25









 





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




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




     SECTION 7.06 Owner Trustee Not Liable for Trust Certificates. The recitals
contained herein and in the Trust Certificates (other than the signature of the Owner Trustee
and the certificate of authentication on the Trust Certificates and its representations and
warranties in Section 7.03) shall be taken as the statements of the Depositor, and
the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Agreement, any other Basic
Document or the Trust Certificates (other than the signature of the Owner Trustee and the
certificate of authentication on the Trust Certificates) or the Notes or any offering
document relating to either of them. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity or enforceability
of any Basic Document to which the Owner Trustee is to be a party (except for enforceability
against the Owner Trustee), or the perfection and priority of any security interest created
by or under any Basic Document, or the maintenance of any such perfection and priority, or
for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate
the payments to be distributed to Trust Certificateholders under this Agreement or the
Noteholders under the Indenture, the validity of the transfer of the 2010-B SUBI Certificate,
or for the compliance by the Depositor, the Administrative Agent or the Servicer with any
warranty or representation made under any Basic Document or for the accuracy of any such
warranty or representation or for any action of the Administrative Agent, the Servicer or the
Indenture Trustee taken in the name of the Owner Trustee; provided, however,
that the foregoing shall not relieve the Owner Trustee of its obligation to perform its
duties under this Agreement.




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


 (NALT 2010-B Amended and Restated Trust Agreement)



26









 





ARTICLE EIGHT




COMPENSATION OF OWNER TRUSTEE




     SECTION 8.01 Owner Trustee’s Compensation and Indemnification.



     (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as
compensation from the Depositor or the Administrative Agent (without duplication) for its services
hereunder, to the extent not otherwise paid pursuant to Sections 8.04(a) and
8.04(b) of the Indenture, such fees as have been separately agreed upon before the date
hereof between the Depositor and/or the Administrative Agent, as the case may be, and the Owner
Trustee, the Certificate Registrar or the Paying Agent. The Depositor shall cause the
Administrative Agent to agree to indemnify the Owner Trustee, the Certificate Registrar and any
Paying Agent and their respective successors, assigns, agents, servants, officers and employees
(collectively, the “Indemnified Parties”) from and against, any Expenses that may at any
time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified
Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder,
except that the Administrative Agent shall not be liable for or required to indemnify any
Indemnified Party from and against Expenses arising or resulting from any income or similar taxes
on any fees payable to any Indemnified Party, for any willful misconduct, bad faith or negligence
on the part any Indemnified Party, or with respect to the Owner Trustee only, in the case of the
inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03.
The indemnities contained in this Section shall survive the resignation or termination of the Owner
Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought pursuant to this
Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the
Administrative Agent, which approval shall not be unreasonably withheld. Any amounts due and owing
to the Indemnified Parties pursuant to this Section 8.01 shall constitute an obligation of
the Trust and a claim upon the Owner Trust Estate only to the extent such amounts are payable
pursuant to the Basic Documents.



     (b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of
judgment made by an officer of the Owner Trustee made in good faith, unless it is proved that such
officer was negligent in ascertaining the facts, (ii) any action taken or omitted to be taken in
accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the
Depositor, the Administrative Agent or the Servicer, (iii) the interest on or principal of the
Securities or (iv) the default or misconduct of the Administrative Agent, the Servicer, the
Depositor or the Indenture Trustee.



ARTICLE NINE




TERMINATION OF TRUST AGREEMENT




     SECTION 9.01 Termination of Trust Agreement.


 (NALT 2010-B Amended and Restated Trust Agreement)



27









 





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



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



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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



28









 






     SECTION 9.02 [Reserved].




     SECTION 9.03 Purchase of the 2010-B SUBI Certificate; Repayment of the Trust
Certificates.



     (a) The Servicer shall be permitted at its option to purchase, or cause to be purchased, the
2010-B SUBI Certificate from the Issuing Entity on any Payment Date if, either before or after
giving effect to any payment of principal required to be made on such Payment Date, (i) the
Securities Balance is less than or equal to 10% of the Initial Securities Balance or (ii) the
Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates
are owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is
the Servicer) and/or their respective Affiliates (the exercise of such option is referred to as an
“Optional Purchase”). The purchase price (the “Optional Purchase Price”) shall
equal to (i) the aggregate Securitization Value of the 2010-B SUBI Assets and (ii) the appraised
value of any other property (other than cash, in which case such value shall be the amount of such
funds held in cash) held as part of the Issuing Entity (less Liquidation Expenses), and shall be
deposited by the Servicer into the SUBI Collection Account on the Deposit Date related to such
Payment Date. The Servicer shall not exercise the Optional Purchase if the Optional Purchase Price
does not exceed the sum of (i) the Redemption Price, (ii) unpaid portions of any outstanding Sales
Proceeds Advances and Monthly Payment Advances, and (iii) the Servicing Fee in respect of the
related Collection Period, together with any unpaid Servicing Fees in respect of one or more prior
Collection Periods. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed
and the Trust Certificates shall be repaid, in each case in whole but not in part on the related
Payment Date. The Servicer, at its option, may pay all or a portion of the Optional Purchase Price
by issuing a demand note in favor of the Issuing Entity, the terms of which, on the whole, shall be
commercially reasonable and substantially similar to terms that would prevail in an arms-length
negotiation between unaffiliated parties; provided, however, that (x) the Servicer
shall pay in cash the portion of the Optional Purchase Price that is equal to or greater than the
sum of the amounts specified in clauses (i) through (iii) of the second preceding sentence and (y)
the Servicer may issue a demand note to a Trust Certificateholder pursuant to this Section
9.03 only if such Trust Certificateholder consents to the receipt of such demand note.



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



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



     All notices of repayment shall state:


 (NALT 2010-B Amended and Restated Trust Agreement)



29









 






          (i) the related Payment Date for the repayment;




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




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



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



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



ARTICLE TEN




SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES




     SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee
shall (i) be a corporation satisfying the provisions of Section 3807(a) of the Statutory
Trust Statute, (ii) at all times be able and authorized to exercise corporate trust powers,
(iii) have a long-term debt rating of at least “Baa3” or its equivalent by each Rating
Agency, or satisfies the Rating Agency Condition, (iv) have combined capital and surplus of
at least $50,000,000, (v) be subject to supervision or examination by federal or state
authorities, and (vi) be an entity authorized to exercise trust powers in the State of
Delaware. If the Owner Trustee shall publish reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for
the purpose of this Section, the combined capital and surplus of the Owner Trustee shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 10.02.




     SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at
any time resign and be discharged from the trusts hereby created by giving written notice
thereof to the Administrative Agent, the Servicer, each Rating Agency, the Depositor, the
Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust
Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from
that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as
Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary
to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other
trustee under the Indenture. Upon receiving such


 (NALT 2010-B Amended and Restated Trust Agreement)



30









 







notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Owner Trustee may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.



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



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




     SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 10.02 shall execute, acknowledge and deliver to the
Administrative Agent and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of the predecessor
Owner Trustee shall become effective and such successor Owner Trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if originally named
as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses,
deliver to the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Depositor, the Administrative Agent and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor Owner Trustee all
such rights, powers, duties and obligations.


 (NALT 2010-B Amended and Restated Trust Agreement)



31









 





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



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




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




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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



32









 




which event such rights, powers, duties and obligations (including the holding of title to the
Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner
Trustee;




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



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



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



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



ARTICLE ELEVEN




TAX MATTERS




     SECTION 11.01 Tax and Accounting Characterization.



     (a) It is the intent of the parties hereto that the Issuing Entity not constitute a separate
entity for federal income, state income or franchise tax purposes. It is the intent of the
Depositor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the
2010-B Vehicles and the payments on the 2010-B Leases and the other assets comprising the Owner
Trust Estate for federal income, state income and franchise tax purposes. If, however, the Issuing
Entity is re-characterized as a separate entity for federal income tax purposes, it is the
intention of the parties that it qualify as a partnership, with the assets of the partnership being
the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax
authorities, the Issuing Entity shall not file or cause to be filed annual returns, reports or
other forms and will treat the Issuing Entity in a manner consistent with the characterization that
the Issuing Entity is not a separate entity for tax purposes; provided further, if the Issuing
Entity is determined to


 (NALT 2010-B Amended and Restated Trust Agreement)



33









 




have more than one beneficial owner for tax purposes, the parties agree to treat the Issuing
Entity as a partnership for tax purposes.




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



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




     SECTION 11.02 Signature on Returns; Tax Matters Partner.



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



     (b) By acceptance of its beneficial interest in a Trust Certificate, each Trust
Certificateholder agrees that in the event that the Issuing Entity is classified as a partnership
for federal income tax purposes, the Depositor shall be the “tax matters partner” of the Issuing
Entity pursuant to the Code. The Depositor hereby agrees not to make any tax election or otherwise
take any actions in its capacity as tax matters partner that would cause the Issuing Entity to be
treated as a corporation or an association taxable as a corporation for tax purposes.




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



ARTICLE TWELVE




MISCELLANEOUS




     SECTION 12.01 Supplements and Amendments.



     (a) Any term or provision of this Agreement may be amended by the parties hereto, without the
consent of any other Person; provided that (i) either (A) any amendment that materially and
adversely affects the interests of the Noteholders or the Trust Certificateholders shall require
the consent, respectively, of Noteholders evidencing not less than a Majority Interest of the Notes
voting together as a single class, or of Trust Certificateholders evidencing not less than a
Majority Interest of the Trust Certificates (provided that if the Depositor and its
Affiliates do not hold all of the Trust Certificates, then the Trust Certificates held by the
Depositor and its Affiliates shall not be deemed Outstanding for purposes of this provision) or (B)
such amendment shall not, as evidenced by an Officer’s Certificate of the Depositor delivered to
the Indenture Trustee (with respect to the Noteholders) or the Trust Certificateholders, as
applicable, adversely affect the interests of the Noteholders or the Certificateholders, as the
case may be and (ii) any amendment that adversely affects the interests of the Servicer or the
Indenture Trustee shall require the prior written consent of the Persons whose interests are
materially and adversely affected, provided, further that an Opinion of Counsel
shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such


 (NALT 2010-B Amended and Restated Trust Agreement)



34









 




amendment or supplement shall not affect the treatment of any outstanding Notes as debt for
federal income tax purposes, or cause the Issuing Entity or the 2010-B SUBI Certificate to be
classified as an association (or a publicly traded partnership) taxable as a corporation for
federal income tax purposes. An amendment shall be deemed not to materially and adversely affect
the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such
amendment and the Officer’s Certificate described in the preceding sentence is provided to the
Indenture Trustee. The consent of the Servicer shall be deemed to have been given if the Depositor
does not receive a written objection from such Person within 10 Business Days after a written
request for such consent shall have been given. The Indenture Trustee may, but shall not be
obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own
rights, duties, liabilities or immunities under this Agreement or otherwise.




     (b) [Reserved].



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



     (d) Notwithstanding anything herein to the contrary, any term or provision of this Agreement
may be amended by the parties hereto without the consent of any of the Noteholders or any other
Person to add, modify or eliminate any provisions as may be necessary or advisable in order to
comply with or obtain more favorable treatment under or with respect to any law or regulation or
any accounting rule or principle (whether now or in the future in effect); it being a condition to
any such amendment that the Rating Agency Condition shall have been satisfied and the Officer’s
Certificate described in Section 12.01(a)(i)(B) is delivered to the Indenture Trustee.



     (e) Prior to the execution of any amendment to this Agreement, the Depositor shall provide
each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture
Trustee with written notice of the substance of such amendment. No later than 10 Business Days
after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such
amendment to each Rating Agency, the Trust Certificateholders, the Indenture Trustee and the Owner
Trustee.



     (f) This Agreement may also be amended or supplemented from time to time, at the request of
the holders of no less than 66 2/3% of all outstanding Trust Certificates (provided that if
the Depositor and its Affiliates do not hold all of the Trust Certificates, then the Trust
Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes
of this provision) to approve any trust purpose with respect to the Issuing Entity in addition to
the purpose authorized pursuant to Section 2.03(b), upon not less than 90 days notice to
each Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each
Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all
outstanding Notes (including such Notes, if any, owned by the Issuing Entity, the Depositor, the


 (NALT 2010-B Amended and Restated Trust Agreement)



35









 




Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates),
and provided, further that an Opinion of Counsel shall be furnished to the
Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement shall not
affect the treatment of any outstanding Notes as debt for federal income tax purposes, or cause the
Issuing Entity or the 2010-B SUBI Certificate to be classified as an association (or a publicly
traded partnership) taxable as a corporation for federal income tax purposes.




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



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




     SECTION 12.02 No Legal Title to Owner Trust Estate. The Trust Certificateholders
shall not have legal title to any part of the Owner Trust Estate. The Trust
Certificateholders shall be entitled to receive distributions with respect to their Trust
Certificates only in accordance with Articles Five and Nine. No transfer, by operation of law
or otherwise, of any right, title or interest of the Trust Certificateholders to and in their
ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the
trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Owner Trust Estate.




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




     SECTION 12.04 Notices. All demands, notices and communications hereunder shall
be in writing and shall be delivered, sent electronically by email (if an email address is
provided) or telecopier or mailed by registered or certified first-class United States mail,
postage prepaid, hand delivery, prepaid courier service, and addressed in each case as
follows: (i) if to the Owner Trustee, at Wilmington Trust Company, Rodney Square North, 1100
N. Market Street, Wilmington, Delaware 19890, (telecopier no. (302) 651-8882), Attention:
Corporate Trust Administration, (ii) if to the Depositor, at One Nissan Way, Franklin,
Tennessee 37067 (telecopier no. (615) 725-8530) (email: shishir.bhushan@nissan-usa.com or
mark.wilten@nissan-usa.com), Attention: Treasurer,


 (NALT 2010-B Amended and Restated Trust Agreement)



36









 







(iii) if to Moody’s, at Moody’s Investors Service, Inc., 7 World Trade Center, 250
Greenwich Street, New York, New York 10007, Attention: ABS Monitoring Group (telecopier no.
(212) 553-7820), (iv) if to Fitch, to Fitch Ratings, Ltd., One State Street Plaza, New York,
New York 10004 (email: abs.surveillance@fitchratings.com), Attention: ABS Surveillance 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 when delivered by hand or, in the case of mail,
email or facsimile notice, upon actual receipt or reported tender of such communication by an
officer of the recipient entitled to receive such notices located at the address of such
recipient for notices hereunder.



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




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




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




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




     SECTION 12.08 No Petition. The Owner Trustee, any Paying Agent, the Depositor
and each Trust Certificateholder by accepting a Trust Certificate, covenant and agree that
prior to the date that is one year and one day after the date upon which all obligations
under each Securitized Financing have been paid in full, they will not institute against, or
join any other Person in instituting against NMAC, the Grantor, the Depositor, the Titling
Trustee, the Titling Trust, the Issuing Entity, 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 12.09 No Recourse. Each Trust Certificate entitles the holder thereof to
the respective rights and benefits set forth in this Agreement and in the Trust Certificates.
The Trust Certificates do not represent interests in or obligations of the


 (NALT 2010-B Amended and Restated Trust Agreement)



37









 







Servicer, the Depositor, the Owner Trustee, any Paying Agent, the Indenture Trustee or
any Affiliate thereof and no recourse may be had against such parties or their assets, except
as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or
the other Basic Documents.




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




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




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




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



[Signature Page to Follow]



 (NALT 2010-B Amended and Restated Trust Agreement)



38









 





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



	 	 	 	 	 	 	 	 	 

	 	 	NISSAN AUTO LEASING LLC II, as Depositor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark F. Wilten	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mark F. Wilten	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jennifer A. Luce	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jennifer A. Luce	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Assistant Vice President	 	 
	 

	 	 	 	 	 	 	 	 




 (NALT 2010-B Amended and Restated Trust Agreement)



39









 





     Each of the Servicer and the Administrative Agent agrees to undertake to perform each of its
duties as Servicer, including its obligations under Section 8.01, as are specifically set
forth in this Agreement.



	 	 	 	 	 	 	 

	Accepted and Agreed:	 	 
	 
	 	 	 	 	 	 
	NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Steven R. Lambert	 
	 	 	 	 	 
	 

	 	Name:	 	Steven R. Lambert	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	President	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent	 	 
	 
	By:
	 	/s/ Steven R. Lambert	 
	 	 	 	 	 
	 

	 	Name:	 	Steven R. Lambert	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	President	 	 
	 	 	 	 	 	 	 




 (NALT 2010-B Amended and Restated Trust Agreement)



40









 





EXHIBIT A




FORM OF TRUST CERTIFICATE



TRUST CERTIFICATE



SEE REVERSE FOR CERTAIN DEFINITIONS



     THIS CERTIFICATE IS NON-TRANSFERABLE.



     THE OFFER AND SALE OF THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A
QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE
RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE OR AN INTEREST HEREIN MAY NOT
BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE
I OF ERISA, ANY “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED TO HOLD THE
“PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF
ERISA) OF ANY OF THE FOREGOING. BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST HEREIN, THE
HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN
COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS.



     IF THIS TRUST CERTIFICATE OR AN INTEREST HEREIN IS PURCHASED OR HELD BY A GOVERNMENTAL PLAN,
FOREIGN PLAN OR ANY OTHER PLAN THAT IS


 (NALT 2010-B Amended and Restated Trust Agreement)



A-1









 




SUBJECT TO ANY APPLICABLE LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS TRUST CERTIFICATE OR AN
INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF,
SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE ISSUING ENTITY BEING CONSIDERED PLAN ASSETS OF
SUCH PLAN UNDER SIMILAR LAW.




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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



A-2









 





NISSAN AUTO LEASE TRUST 2010-B




ASSET BACKED CERTIFICATE




evidencing a beneficial interest in the Issuing Entity, as defined below, the property of
which includes, among other things, the 2010-B SUBI Certificate, evidencing a 100%
beneficial interest in the 2010-B SUBI. The property of the Issuing Entity has been pledged
to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued
thereunder.



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



	 	 	 
	     NUMBER
     R-                    
	 	$                    






     This certifies that                      is the registered owner of a                      dollars
nonassessable, fully-paid, beneficial ownership interest in the Nissan Auto Lease Trust 2010-B (the
“Issuing Entity”) formed by Nissan Auto Leasing LLC II, a Delaware limited liability
company (the “Depositor”).



     The Issuing Entity was created pursuant to a trust agreement, as amended and restated as of
November 17, 2010 (the “Trust Agreement”), between the Depositor and Wilmington Trust
Company, as trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions
of which is set forth below. Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Agreement of Definitions.



     This Trust Certificate is one of the duly authorized Trust Certificates designated as “Asset
Backed Certificates” (the “Trust Certificates”). Also issued under an indenture, dated as
of November 17, 2010 (the “Indenture”), between the Issuing Entity and U.S. Bank National
Association, as trustee (the “Indenture Trustee”), are the 0.31730% Asset Backed Notes,
Class A-1, the 0.90% Asset Backed Notes, Class A-2, the 1.12% Asset Backed Notes, Class A-3 and the
1.27% Asset Backed Notes, Class A-4. This Trust Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of
this Trust Certificate by virtue of the acceptance hereof assents and by which such Trust
Certificateholder is bound. The property of the Issuing Entity primarily includes, among other
things, (i) the 2010-B SUBI Certificate, evidencing a 100% beneficial interest in the 2010-B SUBI,
and (ii) all proceeds of the foregoing. The rights of the Issuing Entity in the foregoing property
have been pledged by the Issuing Entity to the Indenture Trustee to secure the payment of the
Notes.



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


 (NALT 2010-B Amended and Restated Trust Agreement)



A-3









 





     Under the Trust Agreement, there will be distributed on the 15th day of each month (or, if
such day is not a Business Day, the next Business Day), commencing December 15, 2010 (each, a
“Payment Date”), to the Person in whose name this Trust Certificate is registered at the
close of business on the day preceding each Payment Date (each, a “Record Date”) such Trust
Certificateholder’s percentage interest in the amount to be distributed with respect to the Trust
Certificates on such Payment Date.



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



     The holder of this Trust Certificate acknowledges and agrees that certain distributions made
pursuant to Section 8.16 of the 2010-B Servicing Supplement to the Trust Certificateholders may be
made in Japanese yen if the Issuing Entity enters into a Currency Swap Agreement as contemplated by
to Section 8.16 of the 2010-B Servicing Supplement. If any such election is made, an amendment to
the Indenture must be executed pursuant to Section 9.03 of the 2010-B Servicing Supplement subject
to the approvals of such parties as set forth in Section 8.16 of the 2010-B Servicing Supplement,
and a supplemental Indenture must be executed pursuant to and subject to the approvals of such
parties as set forth in Section 9.01 of the Indenture. In connection with the execution of any
such Currency Swap Agreement, the Trust Certificateholders must provide alternative appropriate
payment instructions to the Owner Trustee and the Indenture Trustee for the receipt of any payment
in Japanese yen.



     It is the intent of the Depositor and Trust Certificateholder that the Issuing Entity not
constitute a separate entity for federal income, state income and franchise tax purposes, and that
the Notes be treated as indebtedness for such purposes. If, however, the Issuing Entity is treated
as having more than one beneficial owner and thus is characterized as a separate entity for federal
income tax purposes, it is the intention of the parties to the Trust Agreement that the Issuing
Entity be treated as a partnership for tax purposes and not as a corporation or association,
taxable as a corporation. The Depositor and the other Trust Certificateholders, by acceptance of a
Trust Certificate, agree to take no action inconsistent with the foregoing intention.



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



     Distributions on this Trust Certificate will be made as provided in the Trust Agreement by
check mailed to the Trust Certificateholder of record in the Certificate Register without the
presentation or surrender of this Trust Certificate or the making of any notation hereon. A Trust
Certificateholder having original denominations aggregating at least $1 million may request payment
by wire transfer of funds pursuant to written instructions delivered to the Owner Trustee at least
five (5) Business Days prior to the Record Date. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final payment on this Trust Certificate will


 (NALT 2010-B Amended and Restated Trust Agreement)



A-4









 




be made after due notice by the Owner Trustee of the pendency of such payment and only upon
presentation and surrender of this Trust Certificate at the office or agency specified in the
notice of final payment to the Trust Certificateholders.




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



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



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


 (NALT 2010-B Amended and Restated Trust Agreement)



A-5









 





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



	 	 	 	 	 	 	 

	Dated:                     , 2010	 	NISSAN AUTO LEASE TRUST 2010-B	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 	 	 	 	 

	WILMINGTON TRUST COMPANY, 

as Owner Trustee	 	or	 	WILMINGTON TRUST COMPANY,

as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 




 (NALT 2010-B Amended and Restated Trust Agreement)



A-6









 





[Reverse of Trust Certificate]




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



     The Trust Agreement may be amended by the parties thereto, without the consent of any other
Person; provided that (i) either (A) any amendment that materially and adversely affects
the interests of the Noteholders or the Trust Certificateholders shall require the consent,
respectively, of Noteholders evidencing not less than a Majority Interest of the Notes voting
together as a single class, or of Trust Certificateholders evidencing not less than a Majority
Interest of the Trust Certificates (provided that if the Depositor and its Affiliates do
not hold all of the Trust Certificates, then the Trust Certificates held by the Depositor and its
Affiliates shall not be deemed Outstanding for purposes of this provision) or (B) such amendment
shall not, as evidenced by an Officer’s Certificate of the Depositor delivered to the Indenture
Trustee (with respect to the Noteholders) or the Trust Certificateholders, as applicable, adversely
affect the interests of the Noteholders or the Certificateholders, as the case may be and (ii) any
amendment that adversely affects the interests of the Servicer or the Indenture Trustee shall
require the prior written consent of the Persons whose interests are materially and adversely
affected; provided, further that an Opinion of Counsel shall be furnished to the
Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement shall not
affect the treatment of any outstanding Notes as debt for federal income tax purposes, or cause the
Issuing Entity or the 2010-B SUBI Certificate to be classified as an association (or a publicly
traded partnership) taxable as a corporation for federal income tax purposes. An amendment shall
be deemed not to materially and adversely affect the interests of the Noteholders if the Rating
Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate
described in the preceding sentence is provided to the Indenture Trustee. The consent of the
Servicer shall be deemed to have been given if the Depositor does not receive a written objection
from such Person within 10 Business Days after a written request for such consent shall have been
given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such
amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under
the Trust Agreement.



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


 (NALT 2010-B Amended and Restated Trust Agreement)



A-7









 





     Notwithstanding anything herein to the contrary, any term or provision of the Trust Agreement
may be amended by the Depositor without the consent of any of the Noteholders or any other Person
to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with
or obtain more favorable treatment under or with respect to any law or regulation or any accounting
rule or principle (whether now or in the future in effect); it being a condition to any such
amendment that the Rating Agency Condition shall have been satisfied and the Officer’s Certificate
described in Section 12.01(a)(i)(B) is delivered to the Indenture Trustee.



     Prior to the execution of any amendment to the Trust Agreement, the Depositor shall provide
each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture
Trustee with written notice of the substance of such amendment. No later than 10 Business Days
after the execution of any amendment to this Agreement, the Depositor shall furnish a copy of such
amendment to each Rating Agency, the Trust Certificateholders, the Indenture Trustee and the Owner
Trustee.



     The Trust Agreement may also be amended or supplemented from time to time, at the request of
the holders of no less than 66 2/3% of all outstanding Trust Certificates (provided that if
the Depositor and its Affiliates do not hold all of the Trust Certificates, then the Trust
Certificates held by the Depositor and its Affiliates shall not be deemed Outstanding for purposes
of this provision), to approve any trust purpose with respect to the Issuing Entity in addition to
the purpose authorized pursuant to the Trust Agreement, upon not less that 90 days notice to each
Rating Agency and each Noteholder and subject to each of (1) the prior written notice to each
Rating Agency of such action, and (2) the consent of the holders of at least 66 2/3% of all
outstanding Notes (including such Notes, if any, owned by the Issuing Entity, the Depositor, the
Servicer (as long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), and
provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the
Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any
outstanding Notes as debt for federal income tax purposes, or cause the Issuing Entity or the
2010-B SUBI Certificate to be classified as an association (or a publicly traded partnership)
taxable as a corporation for federal income tax purposes.



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



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



     As provided in the Trust Agreement, if and to the extent transfers are permitted and if the
Depositor delivers an Opinion of Counsel that the Trust Certificates are transferable in


 (NALT 2010-B Amended and Restated Trust Agreement)



A-8









 




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




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



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



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



     Any prospective transferee of a Trust Certificate will be required to deliver a letter to the
Depositor and the Certificate Registrar substantially in the form of Exhibit C to the Trust
Agreement, which letter includes a representation that such prospective transferee is not a Benefit
Plan. The Trust Certificates may not be transferred, sold, pledged or otherwise disposed to or for
the account of a Benefit Plan.



     The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this
Trust Certificate, the holder hereof shall be deemed to have represented and warranted that it is
not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the
account of a Benefit Plan. If the holder hereof is a governmental plan, foreign plan or any other
plan that is subject to Similar Law, it shall be deemed to have represented and warranted that its
acquisition, holding and disposition of this Trust Certificate or an interest therein will not
result in a non-exempt prohibited transaction under, or a violation of, Similar Law.


 (NALT 2010-B Amended and Restated Trust Agreement)



A-9









 





ASSIGNMENT




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



 




     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



 





 





 





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


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




Dated:                                        




	 	 	 

	*

	 	 
	 	 	 
	 
	 	 
	Signature Guaranteed:
	 	 
	 
	 	 
	*
	 	 
	 	 	 






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









 (NALT 2010-B Amended and Restated Trust Agreement)



A-10









 








EXHIBIT B




FORM OF RULE 144A CERTIFICATE



                                        ,
           




Nissan Auto Leasing LLC II

One Nissan Way

Franklin, Tennessee 37067




Wilmington Trust Company,

     as Owner Trustee

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890




Wilmington Trust Company,

     as Certificate Registrar

520 Madison Avenue

33rd Floor

New York, New York 10019




Ladies and Gentlemen:




     This is to notify you as to the transfer of $                     initial principal balance of Asset Backed
Certificates (the “Trust Certificates”) of Nissan Auto Lease Trust 2010-B (the “Issuing
Entity”).



     The undersigned is the holder of the Trust Certificates and with this notice hereby deposits
with Wilmington Trust Company (the “Owner Trustee”) $ initial principal balance of Trust
Certificates and requests that Trust Certificates in the same initial principal balance be issued,
executed and authenticated and registered to the purchaser on , 200_, as specified in the trust
agreement dated October 1, 2010, as amended and restated by the Amended and Restated Trust
Agreement dated November 17, 2010 among Wilmington Trust Company and Nissan Auto Leasing LLC II, as
follows:



	 	 	 

	Name:

	 	Denominations:
	 
	 	 
	Address:
	 	 
	 
	 	 
	Taxpayer I.D. No:
	 	 






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


 (NALT 2010-B Amended and Restated Trust Agreement)



B-1









 




institutional buyer and (ii) the purchaser is acquiring Trust Certificates for its own account
or for one or more institutional accounts for which it is acting as fiduciary or agent in a minimum
amount equivalent to not less than $250,000 for each such account.




	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 










 (NALT 2010-B Amended and Restated Trust Agreement)



B-2









 








EXHIBIT C




FORM OF INVESTMENT LETTER



QUALIFIED INSTITUTIONAL BUYER



U.S. Bank National Association,

     as Indenture Trustee

209 South LaSalle Street, Suite 300

Chicago, Illinois 60604




Wilmington Trust Company,

     as Owner Trustee

Rodney Square North

1100 N. Market Street

Wilmington, Delaware 19890




Nissan Auto Leasing LLC II

One Nissan Way

Franklin, Tennessee 37067




Ladies and Gentlemen:




     In connection with our proposed purchase of $__________ aggregate principal amount of
Certificates (the “Certificates”) representing an undivided interest in the Nissan Auto
Lease Trust 2010-B (the “Issuing Entity”), the investor on whose behalf the undersigned is
executing this letter (the “Purchaser”) confirms that:



     1. Reference is made to the Prospectus Supplement, dated November 10, 2010, together with the
Prospectus, dated November 8, 2010 (collectively, the “Prospectus”), relating to the
Certificates. Capitalized terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Prospectus. The Purchaser has received a copy of the Prospectus and such
other information as the Purchaser deems necessary in order to make its investment decision and the
Purchaser has been provided the opportunity to ask questions of, and receive answers from, the
Servicer and Nissan Auto Leasing LLC II, as the Depositor, concerning the Servicer, the UTI
Beneficiary and the Depositor and the terms and conditions of the offering described in the
Prospectus. The Purchaser has received and understands the above, and understands that substantial
risks are involved in an investment in the Certificates. The Purchaser represents that in making
its investment decision to acquire the Certificates, the Purchaser has not relied on
representations, warranties, opinions, projections, financial or other information or analysis, if
any, supplied to it by any person, including you, the Servicer, the Depositor or the Owner Trustee
or any of your or their affiliates, except as expressly contained in the Prospectus and in the
other written information, if any, discussed above. The Purchaser has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an
investment in the Certificates, and the Purchaser is able to bear the substantial economic risks of
such an investment. The Purchaser has relied upon its own tax, legal and financial advisors in
connection with its decision to purchase the Certificates.


 (NALT 2010-B Amended and Restated Trust Agreement)



C-1









 




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




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



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




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


 (NALT 2010-B Amended and Restated Trust Agreement)



C-2









 







OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST
CERTIFICATE OR AN INTEREST HEREIN MAY NOT BE PURCHASED OR HELD WITH PLAN
ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
THAT IS SUBJECT TO TITLE I OF ERISA, ANY “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE
“CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED
TO HOLD THE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE
FOREGOING. BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST
HEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING
RESTRICTION ON BENEFIT PLAN ASSETS. IF THIS TRUST CERTIFICATE OR AN
INTEREST HEREIN IS PURCHASED OR HELD BY A GOVERNMENTAL PLAN, FOREIGN
PLAN OR ANY OTHER PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS
SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT
SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION, HOLDING
AND DISPOSITION OF THIS TRUST CERTIFICATE OR AN INTEREST HEREIN WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF,
SIMILAR LAW AND WILL NOT RESULT IN THE ASSETS OF THE ISSUING ENTITY
BEING CONSIDERED PLAN ASSETS OF SUCH PLAN UNDER SIMILAR LAW.”



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



     6. The Purchaser is not (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA),
that is subject to the provisions of Title I of ERISA, (b) a “plan” (as defined in Section
4975(e)(1) of the Code) that is subject to Section 4975 of the Code or (c) any entity deemed to
hold the “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section
3(42) of ERISA) of any of the foregoing. If the Purchaser is a governmental plan,


 (NALT 2010-B Amended and Restated Trust Agreement)



C-3









 




foreign plan or any other plan that is subject to any applicable law that is similar to the
fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code
(“Similar Law”), its acquisition, holding and disposition of any Certificate or an interest
therein will not result in a non-exempt prohibited transaction under, or a violation of, Similar
Law and will not result in the assets of the Issuing Entity being considered plan assets of such
plan under similar law.




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



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



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



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



     11. The Purchaser is a Person who is either (A)(1) a citizen or resident of the United States,
(2) a corporation, partnership or other entity organized in or under the laws of the United States
or any political subdivision thereof or (3) a Person not described in (A)(1) or (2) whose ownership
of the Certificates is effectively connected with such Person’s conduct of a trade or business
within the United States (within the meaning of the Code) and its ownership of any interest in a
Certificate will not result in any withholding obligation with respect to any payments with respect
to the Certificates by any Person (other than withholding, if any, under Section 1446 of the Code)
or (B) an estate the income of which is includible in gross income for federal income tax purposes
regardless of source or a trust if the court within the United States is able to exercise primary
supervision of the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the Issuing Entity. It agrees that


 (NALT 2010-B Amended and Restated Trust Agreement)



C-4









 




it will provide a certification of non-foreign status signed under penalty of perjury and,
alternatively, that if it is a Person described in clause (A)(3) above, it will furnish to the
Depositor and the Owner Trustee a properly executed IRS Form W-8ECI and a new W-8ECI upon the
expiration or obsolescence of any previously delivered form (and such other certifications,
representations or Opinions of Counsel as may be requested by the Depositor and the Owner Trustee).




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



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



	 	 	 	 	 

	Principal Amount of 

Definitive Certificate:
	 	Registered in Name

of
	 	Deliver Definitive Certificate

to:
	 	 	 	 	 
	 

	 	 

	 	 

	 	 	 	 	 
	 

	 	 

	 	 

	 	 	 	 	 
	 

	 	 

	 	 







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



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 







 (NALT 2010-B Amended and Restated Trust Agreement)



C-5









 











ANNEX 1 TO EXHIBIT C




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees Other Than Registered Investment Companies]



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




	 	(i)	 	As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Purchaser.
	 
	 	(ii)	 	In connection with purchases by the Purchaser, the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under
the Securities Act of 1933, as amended, because (i) the Purchaser owned and/or invested
on a discretionary basis $_________1 in securities (except for the excluded
securities referred to below) as of the end of the Purchaser’s most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser
satisfies the criteria in the category marked below.






	 	___	 	Corporation, etc. The Purchaser is a corporation (other than a
bank, savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
	 
	 	___	 	Bank. The Purchaser (a) is a national bank or banking
institution organized under the laws of any state, territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the state or territorial banking commission or similar official
or is a foreign bank or equivalent institution, and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
	 
	 	___	 	Savings and Loan. The Purchaser (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a state
or federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.







 




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





 (NALT 2010-B Amended and Restated Trust Agreement)



C-6









 









	 	___	 	Broker-dealer. The Purchaser is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
	 
	 	___	 	Insurance Company. The Purchaser is an insurance company whose
primary and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency of a
state, territory or the District of Columbia.
	 
	 	___	 	State or Local Plan. The Purchaser is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the benefit of
its employees (a “Plan”).
	 
	 	___	 	Investment Advisor. The Purchaser is an investment advisor
registered under the Investment Advisors Act of 1940.
	 
	 	___	 	Small Business Investment Company. The Purchaser is a small
business investment company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958.
	 
	 	___	 	Business Development Company. The Purchaser is a business
development company as defined in Section 202(a)(22) of the Investment Advisors
Act of 1940.






	 	(iii)	 	The term “securities” as used herein does not include (i) securities of
issuers that are affiliated with the Purchaser, (ii) securities that are part of an
unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.
	 
	 	(iv)	 	For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such
securities to the Purchaser and did not include any of the securities referred to in
the preceding paragraph, except (i) where the Purchaser reports its securities holdings
in its financial statements on the basis of their market value, and (ii) no current
information with respect to the cost of those securities has been published. If clause
(ii) in the preceding sentence applies, the securities may be valued at their market
value. Further, in determining such aggregate amount, the Purchaser may have included
securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are
consolidated with the Purchaser in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such subsidiaries
are managed under the Purchaser’s direction. However, such securities were not included
if the Purchaser is a majority-owned,



 (NALT 2010-B Amended and Restated Trust Agreement)



C-7









 






	 	 	 	consolidated subsidiary of another enterprise and the Purchaser is not itself a
reporting company under the Exchange Act.
	 
	 	(v)	 	The Purchaser acknowledges that it is familiar with Rule 144A and understands
that the seller to it and other parties related to the Certificates are relying and
will continue to rely on the statements made herein because one or more sales to the
Purchaser may be in reliance on Rule 144A.
	 
	 	(vi)	 	Until the date of purchase of the Certificates, the Purchaser will notify each
of the parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Purchaser’s purchase of the
Certificates will constitute a reaffirmation of this certification as of the date of
such purchase. In addition, if the Purchaser is a bank or savings and loan is provided
above, the Purchaser agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.





	 	 	 	 	 

	 	 	 
	Name of Purchaser	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 






 (NALT 2010-B Amended and Restated Trust Agreement)



C-8









 








ANNEX 2 TO EXHIBIT C




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees That are Registered Investment Companies]



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




	 	(i)	 	As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the Purchaser or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under
the Securities Act of 1933, as amended, because the Purchaser is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
	 
	 	(ii)	 	In connection with purchases by the Purchaser, the Purchaser is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Purchaser alone, or the Purchaser’s Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities referred
to below) as of the end of the Purchaser’s most recent fiscal year. For purposes of
determining the amount of securities owned by the Purchaser or the Purchaser’s Family
of Investment Companies, the cost of such securities was used, except (i) where the
Purchaser or the Purchaser’s Family of Investment Companies reports its securities
holdings in its financial statements on the basis of their market value, and (ii) no
current information with respect to the cost of those securities has been published. If
clause (ii) in the preceding sentence applies, the securities may be valued at market.






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






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



 (NALT 2010-B Amended and Restated Trust Agreement)



C-9









 






	 	(iv)	 	The term “securities” as used herein does not include (i) securities of issuers
that are affiliated with the Purchaser or are part of the Purchaser’s Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to a
repurchase agreement and (vi) currency, interest rate and commodity swaps.
	 
	 	(v)	 	The Purchaser is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Representation Letter to which this certification relates are
relying and will continue to rely on the statements made herein because one or more
sales to the Purchaser will be in reliance on Rule 144A. In addition, the Purchaser
will only purchase for the Purchaser’s own account.
	 
	 	(vi)	 	Until the date of purchase of the Depositor Certificate, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein. Until
such notice is given, the Purchaser’s purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such purchase.





	 	 	 	 	 

	 	 	 
	Name of Purchaser or Advisor	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	IF AN ADVISOR:	 	 
	 
	 	 	 	 
	 	 	 
	Name of Purchaser	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 





 (NALT 2010-B Amended and Restated Trust Agreement)



C-10