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 September 11, 2009




 










 









 
















TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	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
	 	 	3	 
	Section 2.07

	 	Declaration of Trust
	 	 	3	 
	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
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE THREE	 	TRUST CERTIFICATES AND TRANSFER OF INTERESTS
	 	 	6	 
	Section 3.01

	 	Initial Ownership
	 	 	6	 
	Section 3.02

	 	The Trust Certificates
	 	 	6	 
	Section 3.03

	 	Authentication and Delivery of Trust Certificates
	 	 	6	 
	Section 3.04

	 	Registration of Transfer and Exchange
	 	 	7	 
	Section 3.05

	 	Mutilated, Destroyed, Lost or Stolen Trust Certificates
	 	 	10	 
	Section 3.06

	 	Persons Deemed Trust Certificateholders
	 	 	11	 
	Section 3.07

	 	Access to List of Trust Certificateholders’ Names and Addresses
	 	 	11	 
	Section 3.08

	 	Maintenance of Office or Agency
	 	 	11	 
	Section 3.09

	 	Appointment of Paying Agent
	 	 	11	 
	Section 3.10

	 	Ownership by the Depositor of Trust Certificates
	 	 	12	 
	Section 3.11

	 	Trust Certificates Held by Issuing Entity, Depositor or Their
Affiliates
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR	 	ACTIONS BY OWNER TRUSTEE OR TRUST CERTIFICATEHOLDERS
	 	 	12	 






 









 




TABLE OF CONTENTS

(continued)







	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 4.01

	 	Prior Notice to Trust Certificateholders With Respect to Certain
Matters
	 	 	12	 
	Section 4.02

	 	Action by Trust Certificateholders With Respect to Certain Matters
	 	 	13	 
	Section 4.03

	 	Action by Owner Trustee With Respect to Bankruptcy
	 	 	13	 
	Section 4.04

	 	Restrictions on Trust Certificateholders’ Power
	 	 	13	 
	Section 4.05

	 	Majority Control
	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE	 	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	 	 	14	 
	Section 5.01

	 	Establishment of Certificate Distribution Account and Reserve Account
	 	 	14	 
	Section 5.02

	 	Application of Issuing Entity Funds
	 	 	15	 
	Section 5.03

	 	Method of Payment
	 	 	18	 
	Section 5.04

	 	Accounting and Reports
	 	 	18	 
	Section 5.05

	 	Duties of Depositor on Behalf of Issuing Entity
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE SIX 	 	AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	19	 
	Section 6.01

	 	General Authority
	 	 	19	 
	Section 6.02

	 	General Duties
	 	 	19	 
	Section 6.03

	 	Action Upon Instruction
	 	 	19	 
	Section 6.04

	 	No Duties Except as Specified
	 	 	21	 
	Section 6.05

	 	No Action Unless Specifically Authorized
	 	 	21	 
	Section 6.06

	 	Restrictions
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN	 	 CONCERNING THE OWNER TRUSTEE	 	 	22	 
	Section 7.01

	 	Acceptance of Trusts and Duties	 	 	22	 
	Section 7.02

	 	Furnishing of Documents
	 	 	23	 
	Section 7.03

	 	Representations and Warranties
	 	 	23	 
	Section 7.04

	 	Reliance; Advice of Counsel
	 	 	24	 
	Section 7.05

	 	Not Acting in Individual Capacity
	 	 	24	 
	Section 7.06

	 	Owner Trustee Not Liable for Trust Certificates
	 	 	25	 
	Section 7.07

	 	Owner Trustee May Own Trust Certificates and Notes
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT	 	COMPENSATION OF OWNER TRUSTEE
	 	 	25	 
	Section 8.01

	 	Owner Trustee’s Compensation and Indemnification
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE NINE 	 	TERMINATION OF TRUST AGREEMENT

	 	 	26	 






 









 






TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 9.01

	 	Termination of Trust Agreement
	 	 	26	 
	Section 9.02

	 	[Reserved]
	 	 	27	 
	Section 9.03

	 	Purchase of the 2009-B SUBI Certificate; Repayment
of the Trust Certificates
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE TEN	 	SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	 	 	29	 
	Section 10.01

	 	Eligibility Requirements for Owner Trustee
	 	 	29	 
	Section 10.02

	 	Resignation or Removal of Owner Trustee
	 	 	29	 
	Section 10.03

	 	Successor Owner Trustee
	 	 	30	 
	Section 10.04

	 	Merger or Consolidation of Owner Trustee
	 	 	30	 
	Section 10.05

	 	Appointment of Co-Trustee or Separate Trustee
	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN	 	TAX MATTERS
	 	 	32	 
	Section 11.01

	 	Tax and Accounting Characterization
	 	 	32	 
	Section 11.02

	 	Signature on Returns; Tax Matters Partner
	 	 	32	 
	Section 11.03

	 	Tax Reporting
	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE	 	MISCELLANEOUS
	 	 	33	 
	Section 12.01

	 	Supplements and Amendments
	 	 	33	 
	Section 12.02

	 	No Legal Title to Owner Trust Estate
	 	 	34	 
	Section 12.03

	 	Limitations on Rights of Others
	 	 	35	 
	Section 12.04

	 	Notices
	 	 	35	 
	Section 12.05

	 	Severability
	 	 	35	 
	Section 12.06

	 	Counterparts
	 	 	35	 
	Section 12.07

	 	Successors and Assigns
	 	 	36	 
	Section 12.08

	 	No Petition
	 	 	36	 
	Section 12.09

	 	No Recourse
	 	 	36	 
	Section 12.10

	 	Headings
	 	 	36	 
	Section 12.11

	 	GOVERNING LAW
	 	 	36	 
	Section 12.12

	 	Trust Certificates Nonassessable and Fully Paid
	 	 	36	 
	Section 12.13

	 	Furnishing of Basic Documents
	 	 	36	 






 









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page





EXHIBITS





Exhibit A —  Form of Trust Certificate

Exhibit B —  Form of Rule 144A Certificate

Exhibit C —  Form of Investment Letter





 











 





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 September 11, 2009, 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 August 18, 2009 (the
“Initial Trust Agreement”) pursuant to which the Nissan Auto Lease Trust 2009-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 $286,548,557.00 aggregate
principal amount of Asset Backed Certificates and $213,000,000 aggregate principal amount of
0.41035% Asset Backed Class A-1 Notes, $308,000,000 aggregate principal amount of 1.22% Asset
Backed Class A-2 Notes, $423,000,000 aggregate principal amount of 2.07% Asset Backed Class A-3
Notes and $80,850,000 aggregate principal amount of 2.65% 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 September 11, 2009, 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
this Agreement include all Exhibits hereto, (iii) references to words such as “herein,” “hereof”
and the like shall refer to this Agreement as a whole and not to any particular part, Article, or
Section herein, (iv) references to an Article or Section such as “Article Twelve” or “Section
12.01” shall



1









 







refer to the applicable Article or Section of this Agreement, (v) the term “include” and all
variations thereof shall mean “include without limitation,” (vi) the term “or” shall include
“and/or”, and (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC.



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



ARTICLE TWO




ORGANIZATION




     SECTION 2.01 Name and Status. The trust created hereby shall be known as “Nissan Auto
Lease Trust 2009-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.



     (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;



2









 






          (ii) to acquire the 2009-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; 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.



     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 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



3









 







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.



     (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 2009-B SUBI Certificate, free and clear of Liens and claims;
(iii) has full power and authority to transfer the 2009-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.



4









 





     (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 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.



5









 





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 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 2009-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



6









 







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:




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




          (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation
or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of
the direct or indirect beneficial owners of any of the interests in such transferee have
allowed or caused, or will allow or cause, 50% or more (or such other percentage as the
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.



7









 






          (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, 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, 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 governmental plan, foreign plan or any other plan that is subject to
any Similar Law, its acquisition, holding and disposition of the Trust Certificates will not
result in a nonexempt prohibited transaction under, or a violation of, Similar Law.




          (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).



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          (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.



     (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.




          (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



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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.



     (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.



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     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 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



11









 







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.



     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 and the Rating Agencies 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



12









 







from Trust Certificateholders representing at least 25% of the Certificate Balance prior to
the 30th day after such notice is given that such Trust Certificateholders have withheld consent or
provided alternative direction:



     (a) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any
action, claim or lawsuit brought by or against the Issuing Entity (other than an action brought by
the Servicer on behalf of the Titling Trust and Persons having interests in the 2009-B SUBI
Certificate to collect amounts owed under a 2009-B Lease or 2009-B Vehicle);



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



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



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



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



     SECTION 4.02 Action by Trust Certificateholders With Respect to Certain Matters.
Subject to the provisions and limitations of Section 4.04, to the extent the Owner Trustee
or the Issuing Entity is deemed to be the Holder of the 2009-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 Certificate Balance; provided, however, that so
long as the Lien of the Indenture is outstanding, such direction shall be subject to the consent of
the Indenture Trustee. The Owner Trustee may not, except upon the occurrence of a Servicer Default
subsequent to the payment in full of the Notes and in accordance with the written directions of
Trust Certificateholders holding 100% of the Certificate Balance, remove the Servicer, with respect
to the 2009-B SUBI Assets or appoint a successor Servicer with respect thereto.



     SECTION 4.03 Action by Owner Trustee With Respect to Bankruptcy. The Owner Trustee
shall not have the power to commence a voluntary proceeding in bankruptcy relating to the 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.



13









 





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



14









 





     (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(c) and 8.05(a) of the Indenture.



     On the Payment Date on which the Certificate Balance has been reduced to zero, the Owner
Trustee shall release to the 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



15









 







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.



     (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 2009-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;



16









 






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




     (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, and




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



     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
7701(a)(30) of the Code)), the Owner Trustee may in its sole discretion withhold such amounts



17









 







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.



     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.



     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



18









 







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 $213,000,000,
Class A-2 Notes in the aggregate principal amount of $308,000,000, Class A-3 Notes in the aggregate
principal amount of $423,000,000 and Class A-4 Notes in the aggregate principal amount of
$80,850,000. 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 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



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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.



     (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.



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     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 2009-B SUBI Supplement, (ii) the Depositor under this Agreement, the Servicing Agreement, the
Indenture, the SUBI Certificate Transfer Agreement, or the Back-Up Security Agreement, (iii) the
Administrative Agent under the Trust Administration Agreement or (iv) the Indenture Trustee under
the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate,
or to otherwise take or refrain from taking any action under, or in connection with, any document
contemplated hereby to which the 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 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 2009-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. The Owner Trustee may not (i) initiate or settle any claim or lawsuit involving
the Issuing Entity (unless brought by the Servicer to collect amounts owed under a 2009-B Lease),
(ii) amend the Certificate of Trust (unless such amendment is required to be filed under applicable
law), (iii) amend this Agreement where Trust Certificateholder consent is required,



21









 







(iv) amend this Agreement where Trust Certificateholder consent is not required if such
amendment materially adversely affects the Trust Certificateholders, (v) amend any Basic Document
other than this Agreement if such amendment materially adversely affects the Trust
Certificateholders, or (vi) appoint a successor Owner Trustee or successor Indenture Trustee,
unless (a) the Owner Trustee provides 30 days’ written notice thereof to the Trust
Certificateholders and each Rating Agency and (b) Trust Certificateholders holding at least 25% of
the Certificate Balance (which for this purpose shall include Trust Certificates held by the
Issuing Entity, the Depositor, the Servicer and their respective Affiliates) do not object in
writing to any such proposed amendment within 30 days of such notice. Notwithstanding anything
herein to the contrary, the 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;



     (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,



22









 







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:



     (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



23









 







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.



     (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



24









 







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 2009-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.



ARTICLE EIGHT




COMPENSATION OF OWNER TRUSTEE




     SECTION 8.01 Owner Trustee’s Compensation and Indemnification.



     (a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as
compensation from the Administrative Agent for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor or the Administrative Agent 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



25









 







Trustee hereunder, except that neither the Depositor nor the Administrative Agent shall be
liable for or required to indemnify any Indemnified Party from and against Expenses arising or
resulting from any income taxes on any fees payable to any Indemnified Party, 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 Depositor and the Administrative Agent, which approval
shall not be unreasonably withheld. Neither the Depositor nor the Administrative Agent shall make
any claim upon the Owner Trust Estate for the payment of such Expenses.



     (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.



     (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



26









 







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.



     SECTION 9.02 [Reserved].



     SECTION 9.03 Purchase of the 2009-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
2009-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 5% of the Initial Securities Balance or (ii) the
Outstanding Amount of the Notes is reduced to zero and 100% of the outstanding Trust Certificates
are owned by the 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 2009-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 (other than the Reserve Account) (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)



27









 







unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances, (iii)
the Servicing Fee in respect of the related Collection Period, together with any unpaid Servicing
Fees in respect of one or more prior Collection Periods, and (iv) the Certificate Balance. If the
Servicer exercises the Optional Purchase, the Notes shall be redeemed and the Trust Certificates
shall be repaid, in each case in whole but not in part on the related Payment Date. The Servicer,
at its option, may pay all or a portion of the Optional Purchase Price by issuing a demand note in
favor of the 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:




          (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.



28









 





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 investment grade or higher by Moody’s, Standard & Poor’s and Fitch, or be otherwise
acceptable to each Rating Agency; (iv) have combined capital and surplus of at least $50,000,000;
and (v) be subject to supervision or examination by federal or state authorities. If the Owner
Trustee shall publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined
capital and surplus 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 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 and 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.



29









 





     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.



     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



30









 







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 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.



31









 





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
2009-B Vehicles and the payments on the 2009-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 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.



32









 





     (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 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 2009-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



33









 







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 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 2009-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 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.



     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.



34









 





     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) 725-1720)
(email: shishir.bhushan@nissan-usa.com or mark.wilten@nissan-usa.com), Attention: Treasurer; (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
Standard & Poor’s, to Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York 10041 (telecopier no. (212) 208-0030), Attention: Asset
Backed Monitoring Group; (v) if to Fitch, Fitch, Inc., One State Street Plaza, New York, NY 10004
(telecopier no. (212) 514-9879) or (vi) 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.



35









 





     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 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]




36









 








     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:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Owner Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-1









 






	 	 	 	 	 




     The Servicer agrees to undertake to perform each of its duties as Servicer as are specifically
set forth in this Agreement.


Accepted and Agreed:




NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer




	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 




S-2











 





EXHIBIT A




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 (EACH A “BENEFIT PLAN”). 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



A-1









 







SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR
PROHIBITED TRANSACTION PROVISIONS OF TITLE I 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 NONEXEMPT PROHIBITED TRANSACTION
UNDER, OR A VIOLATION OF, 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.



A-2









 





NISSAN AUTO LEASE TRUST 2009-B




ASSET BACKED CERTIFICATE





evidencing a beneficial interest in the Issuing Entity, as defined below, the property of
which includes, among other things, the 2009-B SUBI Certificate, evidencing a 100%
beneficial interest in the 2009-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 2009-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
September 11, 2009 (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 September 11, 2009 (the “Indenture”), between the Issuing Entity and U.S. Bank National
Association, as trustee (the “Indenture Trustee”), are the 0.41035% Asset Backed Notes,
Class A-1, the 1.22% Asset Backed Notes, Class A-2, the 2.07% Asset Backed Notes, Class A-3 and the
2.65% 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 2009-B SUBI Certificate, evidencing a 100% beneficial interest in the 2009-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.



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 October 15, 2009 (each, a
“Payment Date”), to the Person in whose name this Trust Certificate is registered at the
close of business on the day preceding each Payment Date (each, a “Record Date”) such Trust
Certificateholder’s percentage interest in the amount to be distributed with respect to the Trust
Certificates on such Payment Date.



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



     It is the intent of the 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 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.



A-4









 





     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.



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:                     , 2009 	NISSAN AUTO LEASE TRUST 2009-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:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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 2009-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.



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
2009-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



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 nonexempt prohibited transaction under, or a violation of, Similar Law.



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.






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 2009-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 August 18, 2009, as amended and restated by the Amended and Restated Trust
Agreement dated September 11, 2009 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



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:  	 	 



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 2009-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 September 1, 2009, together with the
Prospectus, dated August 27, 2009 (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.



     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



C-1









 







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 OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN



C-2









 







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 (EACH A “BENEFIT PLAN”).
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 SUBSTANTIALLY SIMILAR
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
TITLE I 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 NONEXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF,
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 (each, a “Benefit Plan”). If the Purchaser is a
governmental plan, foreign plan or any other plan that is subject to any applicable law that is
substantially similar to the fiduciary responsibility or prohibited transaction provisions of Title
I 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 nonexempt prohibited
transaction under, or a violation of, Similar Law.



C-3









 





     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 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).



C-4









 





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






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



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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ANNEX 1 TO EXHIBIT C




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees Other Than Registered Investment Companies]





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




	 	(i)	 	As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Purchaser.
	 
	 	(ii)	 	In connection with purchases by the Purchaser, the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under
the Securities Act of 1933, as amended, because (i) the Purchaser owned and/or invested
on a discretionary basis $                    1 in securities (except for the excluded
securities referred to below) as of the end of the Purchaser’s most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser
satisfies the criteria in the category marked below.






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







 




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




C-6









 











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




C-7









 












	 	(v)	 	The Purchaser acknowledges that it is familiar with Rule 144A and understands
that the seller to it and other parties related to the Certificates are relying and
will continue to rely on the statements made herein because one or more sales to the
Purchaser may be in reliance on Rule 144A.
	 
	 	(vi)	 	Until the date of purchase of the Certificates, the Purchaser will notify each
of the parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Purchaser’s purchase of the
Certificates will constitute a reaffirmation of this certification as of the date of
such purchase. In addition, if the Purchaser is a bank or savings and loan is provided
above, the Purchaser agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser	 	 	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:
	 	____________________	 	 	 	 
	 

	 	 
	 	 	 	 






C-8









 






ANNEX 2 TO EXHIBIT C




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A




[For Transferees That are Registered Investment Companies]




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




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






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






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




C-9









 












	 	(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:

	 	
___________________	 	 	 	 







C-10