exv10w9






EXHIBIT 10.9




NISSAN AUTO LEASING LLC II,

as Depositor,




and




NISSAN AUTO LEASE TRUST 2009-B,

as Transferee




 






TRUST SUBI CERTIFICATE

TRANSFER AGREEMENT




Dated as of September 11, 2009




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 
	ARTICLE ONE 
	 	DEFINITIONS
	 	 	2	 
	Section 1.01 
	 	Definitions
	 	 	2	 
	Section 1.02 
	 	Interpretive Provisions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 TRANSFER OF 2009-B SUBI CERTIFICATE
	 	 	3	 
	Section 2.01
	 	 Transfer of 2009-B SUBI Certificate
	 	 	3	 
	Section 2.02
	 	 True Sale
	 	 	3	 
	Section 2.03
	 	 Representations and Warranties of the Depositor and the Transferee
	 	 	4	 
	Section 2.04
	 	 Financing Statement and Books and Records
	 	 	7	 
	Section 2.05
	 	 Acceptance by the Transferee
	 	 	7	 
	Section 2.06
	 	 Release of Claims
	 	 	7	 
	 
	 	 	 	 
	ARTICLE THREE 
	 	MISCELLANEOUS
	 	 	7	 
	Section 3.01 
	 	Amendment
	 	 	7	 
	Section 3.02 
	 	Governing Law
	 	 	8	 
	Section 3.03 
	 	Severability
	 	 	9	 
	Section 3.04 
	 	Binding Effect
	 	 	9	 
	Section 3.05 
	 	Headings
	 	 	9	 
	Section 3.06 
	 	Counterparts
	 	 	9	 
	Section 3.07 
	 	Further Assurances
	 	 	9	 
	Section 3.08 
	 	Third-Party Beneficiaries
	 	 	9	 
	Section 3.09 
	 	No Petition
	 	 	9	 
	Section 3.10 
	 	Limitation of Liability of Owner Trustee
	 	 	10	 
	 
	 	 	 	 
	SCHEDULE I 
	 	PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	1	 







-i-









 








TRUST SUBI CERTIFICATE TRANSFER AGREEMENT




     This Trust SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (as amended,
supplemented or otherwise modified from time to time, this “Agreement”), is between Nissan
Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the
“Depositor”), and Nissan Auto Lease Trust 2009-B, a Delaware statutory trust (the
“Issuing Entity”), as transferee (in such capacity, the “Transferee”).



RECITALS




     A. Nissan-Infiniti LT (the “Titling Trust”) is a Delaware statutory trust governed by
the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the
“Titling Trust Agreement”), among NILT Trust, a Delaware statutory trust (“NILT
Trust”), as grantor and initial beneficiary (in such capacity, the “Grantor” and the
“UTI Beneficiary”, respectively), Nissan Motor Acceptance Corporation, a California
corporation (“NMAC”), as servicer (the “Servicer”), Wilmington Trust Company, a
Delaware banking corporation (“Wilmington Trust”), as Delaware trustee (the “Delaware
Trustee”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), and
U.S. Bank National Association, a national banking association (“U.S. Bank”), as trust
agent (the “Trust Agent”);



     B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking
assignments and conveyances of and holding in trust various assets (the “Trust Assets”);



     C. The Grantor, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee
and the Trust Agent are entering into the 2009-B SUBI Supplement, dated as of September 11, 2009
(the “2009-B SUBI Supplement”, and together with the Titling Trust Agreement, the “SUBI
Trust Agreement”), to (i) establish a special unit of beneficial interest (the “2009-B
SUBI”) and (ii) identify and allocate certain Trust Assets to the 2009-B SUBI;



     D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the “2009-B
Leases”), the vehicles that are leased under the 2009-B Leases (the “2009-B Vehicles”),
and certain other related Trust Assets have been allocated to the 2009-B SUBI;



     E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the
2009-B SUBI (the “2009-B SUBI Certificate”) to NILT Trust;



     F. NILT Trust has transferred and assigned, without recourse, all of its right, title, and
interest in and to the 2009-B SUBI Certificate to the Depositor pursuant to the SUBI Certificate
Transfer Agreement, dated as of September 11, 2009 (the “SUBI Certificate Transfer
Agreement”), between NILT Trust and the Depositor;



     G. The Issuing Entity was formed pursuant to a trust agreement, dated as of August 18, 2009,
as amended and restated by the amended and restated trust agreement, dated as of September 11, 2009
(the “Trust Agreement”), each, between the Depositor and Wilmington Trust, as owner trustee
(the “Owner Trustee”);



 









 





     H. The Depositor and the Transferee desire to provide for the sale, transfer and assignment by
the Depositor to the Transferee, without recourse, of all of the Depositor’s right, title and
interest in and to the 2009-B SUBI Certificate; and



     I. Immediately after the transfer and assignments of the 2009-B SUBI Certificate to the
Transferee, the Transferee shall pledge the 2009-B SUBI Certificate to U.S. Bank, as indenture
trustee (the “Indenture Trustee”), pursuant to an indenture, dated as of September 11, 2009
(the “Indenture”), between the Issuing Entity and the Indenture Trustee.



     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, as issuer, NILT Trust, as Grantor and UTI
Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative
agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee,
Wilmington Trust, as Delaware Trustee and Owner Trustee, the Trust Agent and the Indenture Trustee.



     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 in this
Agreement include, as appropriate, all genders and the plural as well as the singular, (ii)
references to words such as “herein”, “hereof”, and the like shall refer to this Agreement as a
whole and not to any particular part, Article, or Section within this Agreement, (iii) the term
“include” and all variations thereof shall mean “include without limitation”, (iv) the term “or”
shall include “and/or”, (v) the term “proceeds” shall have the meaning ascribed thereto in the UCC
and (vi) any defined term that relates to a document shall include within its definition any
amendments, modifications, renewals, restatements, extensions, supplements, or substitutions that
have been or are hereafter executed and delivered in accordance with the terms thereof, except that
references to the SUBI Trust Agreement include only such items as relate to the 2009-B SUBI and the
Titling Trust.



     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, except that references to the SUBI Trust Agreement include
only such items as relate to the 2009-B SUBI and the Titling Trust. 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 permitted assignee of such Person.



2









 





ARTICLE TWO




TRANSFER OF 2009-B SUBI CERTIFICATE




     Section 2.01 Transfer of 2009-B SUBI Certificate. In consideration of the Transferee’s
delivery to, or upon the order of, the Depositor of the Notes and the Trust Certificate, (the
“Transfer Price”) the Depositor hereby absolutely sells, transfers, assigns and otherwise conveys
to the Transferee, without recourse, and the Transferee does hereby purchase and acquire, as of the
date set forth above, all of the Depositor’s right, title and interest in and to the following
(collectively, the “Assets”):




     (i) the 2009-B SUBI Certificate and the interest in the 2009-B SUBI represented
thereby, including all monies due and paid or to become due and paid or payable thereon or
in respect thereof after the Cutoff Date;




     (ii) all of the Depositor’s rights and benefits as holder of the 2009-B SUBI
Certificate under the Servicing Agreement and the SUBI Trust Agreement;




     (iii) the right to realize upon any property that underlies or may be deemed to secure
the interest in the 2009-B SUBI represented by the 2009-B SUBI Certificate, as granted in
the 2009-B SUBI Supplement and in the 2009-B SUBI Certificate;




     (iv) all general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, securities accounts, investment property, financial
assets, goods, letters of credit, letters of credit rights, advices of credit and
uncertificated securities, and other property consisting of, arising from, or relating or
credited to the foregoing;




     (v) all rights of the Depositor under the SUBI Certificate Transfer Agreement; and




     (vi) all cash and non-cash proceeds of all of the foregoing.



     Section 2.02 True Sale. The parties hereto intend that the sale, transfer, and
assignment of the Assets constitutes a true sale and assignment of the Assets such that any
interest in and title to the Assets would not be property of the Depositor’s estate in the event
that the Depositor becomes a debtor in a case under any bankruptcy law. To the extent that the
conveyance of the Assets hereunder is characterized by a court or similar governmental authority as
a financing (i), it is intended by the Depositor and the Transferee that the interest conveyed
constitutes a grant of a security interest under the UCC as in effect in the State of Delaware by
the Depositor to the Transferee to secure the Transfer Price to the Depositor, which security
interest shall be perfected and of a first priority, (ii) the Depositor hereby grants to the
Transferee a security interest in all of its right, title, and privilege and interest in and to the
Assets and the parties hereto agree that this Agreement constitutes a “security agreement” under
all applicable laws and (iii) the possession by the Transferee or its agent of the 2009-B SUBI
Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser
or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant
to the New York UCC and the UCC of any other applicable jurisdiction.



3









 





     Section 2.03 Representations and Warranties of the Depositor and the Transferee.



     (a) The Depositor hereby represents and warrants to the Transferee as of the date of this
Agreement and the Closing Date that:




     (i) Organization and Good Standing. The Depositor is a limited liability
company duly formed, validly existing, and in good standing under the laws of the State of
Delaware, and has the power and the authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently conducted,
and had at all relevant times, and shall have, the power, the authority, and the legal right
to acquire, own, and sell the Assets.




     (ii) Due Qualification. The Depositor is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of property or the
conduct of its business shall require such qualifications, except where 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.




     (iii) Power and Authority. The Depositor has the power and the authority to
execute and deliver this Agreement and to carry out its terms; and the execution, delivery
and performance of this Agreement has been duly authorized by the Depositor by all necessary
action.




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




     (v) No Violation. The execution, delivery, and performance by the Depositor of
this Agreement, the consummation of the transactions contemplated by this Agreement, and the
fulfillment of the terms hereof shall not (A) conflict with, result in any breach of any of
the terms and provisions of, or constitute (with or without notice or lapse of time) a
default under, the limited liability company agreement of the Depositor; (B) conflict with
or breach any of the material terms or provisions of, or constitute (with or without notice
or lapse of time) a default under, any indenture, agreement or other instrument to which the
Depositor is a party or by which it may be bound or any of its properties are subject; (C)
result in the creation or imposition of any Lien upon any of its properties pursuant to the
terms of any material indenture, agreement, or other instrument (other than as permitted by
the Basic Documents); (D) violate any law or, to the knowledge of the Depositor, any order,
rule or regulation applicable to it or its properties; or (E) contravene, violate, or result
in a default under any judgment, injunction, order, decree, or other instrument of any court
or of any federal or state regulatory body,



4









 







administrative agency, or other governmental instrumentality having jurisdiction over
the Depositor or any of its properties, except to the extent that such contravention,
violation, or default would not be likely to have a Material Adverse Effect.




     (vi) No Proceedings. There are no proceedings in which the Depositor has been
served or, to the knowledge of the Depositor, proceedings or investigations that are pending
or threatened, in each case against the Depositor, before any court, regulatory body,
administrative agency or other tribunal, or governmental instrumentality (A) asserting the
invalidity of this Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any other Basic Document or (C) seeking any
determination or ruling that, in the reasonable judgment of the Depositor, would materially
and adversely affect the performance by the Depositor of its obligations under this
Agreement.




     (vii) Title to 2009-B SUBI Certificate. Immediately prior to the transfer of
the 2009-B SUBI Certificate pursuant to this Agreement, the Depositor (A) is the true and
lawful owner of the 2009-B SUBI Certificate and has the legal right to transfer the 2009-B
SUBI Certificate, (B) has good and valid title to the 2009-B SUBI Certificate and the 2009-B
SUBI Certificate is on the date hereof free and clear of all Liens and (C) will convey good,
valid, and indefeasible title to the 2009-B SUBI Certificate to the Transferee under this
Agreement.



     (b) Perfection Representations. The representations, warranties and covenants set
forth on Schedule I hereto shall be a part of this Agreement for all purposes.
Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection
representations contained in Schedule I shall be continuing, and remain in full force and
effect until such time as all obligations under the Indenture have been finally and fully paid and
performed. The parties to this Agreement: (i) shall not waive any of the perfection
representations contained in Schedule I; (ii) shall provide the Rating Agencies with prompt
written notice of any breach of perfection representations contained in Schedule I; and
(iii) shall not waive a breach of any of the perfection representations contained in Schedule
I.



     (c) The Transferee hereby represents and warrants to the Depositor as of the date of this
Agreement and the Closing Date that:




     (i) Organization and Good Standing. The Transferee is a statutory trust duly
formed, validly existing, and in good standing under the laws of the State of Delaware, and
has the power and the authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted, and had at all
relevant times, and shall have, the power, the authority and the legal right to acquire, own
and sell the Assets.




     (ii) Due Qualification. The Transferee is duly qualified to do business as a
foreign trust in good standing, and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of property or the conduct of its business
shall require such qualifications, except where the failure to have any such license,
approval, or qualification would not have a Material Adverse Effect on the Transferee.



5









 






     (iii) Power and Authority. The Transferee has the power and the authority to
execute and deliver this Agreement and to carry out its terms; and the execution, delivery
and performance of this Agreement has been duly authorized by the Transferee by all
necessary action.




     (iv) Binding Obligation. This Agreement constitutes a legal, valid, and binding
obligation of the Transferee, enforceable against it in accordance with its terms, except as
enforceability may be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation, or other similar laws affecting the enforcement of creditors’
rights in general and by general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at law.




     (v) No Violation. The execution, delivery, and performance of this Agreement by
the Transferee and the consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of
the terms and provisions of, or constitute (with or without notice or lapse of time) a
default under, the Trust Agreement; (B) conflict with or breach any of the material terms or
provisions of, or constitute (with or without notice or lapse of time) a default under, any
indenture, agreement or other instrument to which the Transferee is a party or by which it
may be bound or any of its properties are subject; (C) result in the creation or imposition
of any Lien upon any of its properties pursuant to the terms of any material indenture,
agreement or other instrument (other than as permitted by the Basic Documents); (D) violate
any law or, to the knowledge of the Transferee, any order, rule or regulation applicable to
it or its properties; or (E) contravene, violate, or result in a default under any judgment,
injunction, order, decree, or other instrument of any court or of any federal or state
regulatory body, administrative agency, or other governmental instrumentality having
jurisdiction over the Transferee or any of its properties, except to the extent that such
contravention, violation, or default would not be likely to have a Material Adverse Effect.




     (vi) No Proceedings. There are no proceedings in which the Transferee has been
served or, to the knowledge of the Transferee, proceedings or investigations that are
pending or threatened, in each case against the Transferee, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality (A) asserting
the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or (C) seeking any determination or ruling that,
in the reasonable judgment of the Transferee, would materially and adversely affect the
performance by the Transferee of its obligations under this Agreement.



     (d) The representations and warranties set forth in this Section shall survive the sale of the
Assets by the Depositor to the Transferee and the pledge and grant of a security interest in the
Assets by the Transferee to the Indenture Trustee (for the benefit of the Noteholders) pursuant to
the Indenture. Upon discovery by the Depositor, the Transferee or the Indenture Trustee of a breach
of any of the foregoing representations and warranties, the party discovering such breach shall
give prompt written notice to the others.



6









 





     Section 2.04 Financing Statement and Books and Records.



     (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or
prior to the Closing Date it will deliver to the Transferee, with all requisite endorsements, the
2009-B SUBI Certificate and will file, at its own expense, one or more financing statements with
respect to the Assets meeting the requirements of applicable state law in such manner as necessary
to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the
proceeds thereof to the Depositor (and any continuation statements as are required by applicable
state law), and to deliver a file-stamped copy of each such financing statement (or continuation
statement) or other evidence of such filings (which may, for purposes of this Section 2.04,
consist of telephone confirmation of such filings with the file stamped copy of each such filing to
be provided to the Transferee in due course), as soon as is practicable after receipt by the
Depositor thereof.



     (b) The Depositor further agrees that it will, take no actions inconsistent with the
Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books,
records and statements that the Assets have been sold to the Transferee.



     Section 2.05 Acceptance by the Transferee. The Transferee agrees to comply with all
covenants and restrictions applicable to a Holder of the 2009-B SUBI Certificate and the interest
in the 2009-B SUBI represented thereby, whether set forth in the 2009-B SUBI Certificate, in the
SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated
therewith.



     Section 2.06 Release of Claims. Pursuant to Section 3.04(b) of the Titling
Trust Agreement (as amended by Section 12.07 of the 2009-B SUBI Supplement) and
Section 12.02(b) of the 2009-B SUBI Supplement, the Transferee hereby covenants and agrees
for the express benefit of each holder from time to time of a UTI Certificate and any other SUBI
Certificate that the Transferee shall release all claims to the UTI Assets and the related Other
SUBI Assets, respectively, and, in the event such release is not given effect, to subordinate fully
all claims it may be deemed to have against the UTI Assets or such Other SUBI Assets, as the case
may be.



ARTICLE THREE




MISCELLANEOUS




     Section 3.01 Amendment.



     (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 shall require the consent of Noteholders
evidencing not less than a Majority Interest of the Notes voting together as a single class or (B)
such amendment shall not, as evidenced by an Officer’s Certificate of the Depositor delivered to
the Indenture Trustee, materially and adversely affect the interests of the Noteholders and (ii)
any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture
Trustee or the Owner Trustee shall require the prior written



7









 







consent of each Person whose interests are adversely affected. 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 Trust
Certificateholder or the Owner Trustee 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) 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 matter before giving effect to such amendment.



     (c) Notwithstanding anything herein to the contrary, any term or provision of this Agreement
may be amended by the 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 3.01(a)(i)(B) is delivered to the Indenture Trustee.



     (d) It shall not be necessary for the consent of any Person pursuant to this Section for such
Person to approve the particular form of any proposed amendment, but it shall be sufficient if such
Person consents to the substance thereof.



     (e) Prior to the execution of any amendment to this Agreement, the Depositor shall provide
each Rating Agency, the Trust Certificateholder, the Transferee, 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 Transferee, the Trust Certificateholder, the
Indenture Trustee and the Owner Trustee.



     (f) 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’s Certificate from the Servicer that a Rating Agency Condition
has been satisfied with respect to such amendment.



     Section 3.02 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to any otherwise applicable
principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law).



8









 





     Section 3.03 Severability. If one or more of the covenants, agreements, or provisions
of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions
shall be deemed severable from the remaining covenants, agreements, and provisions of this
Agreement, and such invalidity or unenforceability shall in no way affect the validity or
enforceability of such remaining covenants, agreements and provisions, or the rights of any parties
hereto. To the extent permitted by law, the parties hereto waive any provision of law that renders
any provision of this Agreement invalid or unenforceable in any respect.



     Section 3.04 Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their permitted successors and assigns.



     The Depositor acknowledges and agrees that (a) the Transferee may, pursuant to the Indenture,
pledge and grant a security interest in the 2009-B SUBI and the 2009-B SUBI Assets represented
thereby and assign its rights under this Agreement to the Indenture Trustee (for the benefit of the
holders of the Notes) and (b) the representation, warranties and covenants contained in this
Agreement and the rights of the Transferee under this Agreement are intended to benefit the
Indenture Trustee (for the benefit of the holders of the Notes). The Depositor hereby consents to
all such pledges and grants.



     Section 3.05 Headings. The Article and Section headings are for convenience of
reference only and shall not define or limit any of the terms or provisions hereof.



     Section 3.06 Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an original, but all of
which counterparts shall together constitute but one and the same instrument.



     Section 3.07 Further Assurances. Each party hereto shall do such acts, and execute and
deliver to the other party such additional documents or instruments as may be reasonably requested,
in order to effect the purposes of this Agreement and to better assure and confirm unto the
requesting party its rights, powers and remedies hereunder.



     Section 3.08 Third-Party Beneficiaries. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and each Holder of the 2009-B SUBI Certificate and each
Registered Pledgee, who shall be considered third-party beneficiaries hereof. Except as otherwise
provided in this Agreement, no other Person shall have any right or obligation hereunder.



     Section 3.09 No Petition. Each of the parties hereto covenants and agrees that prior
to the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against the Grantor, the 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.



     This Section shall survive the complete or partial termination of this Agreement, the
resignation or removal of the Titling Trustee and the complete or partial resignation or removal of
the Servicer.



9









 





     Section 3.10 Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this instrument has been countersigned by Wilmington Trust
Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing
Entity and in no event shall Wilmington Trust Company in its individual capacity or any beneficial
owner of the Issuing Entity have any liability for the representations, warranties, covenants,
agreements, or other obligations of the Issuing Entity hereunder, as to all of which recourse shall
be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall
be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and
Ten of the Trust Agreement.



[Signature Page to Follow]




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



	 	 	 	 	 
	 	NISSAN AUTO LEASING LLC II, as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NISSAN AUTO LEASE TRUST 2009-B,

as Transferee

 	 
	 	By:  	WILMINGTON TRUST COMPANY,
 	 
	 	 	not in its individual capacity, but 	 
	 	 	solely as Owner Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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SCHEDULE I




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS





     In addition to the representations, warranties and covenants contained in the Trust SUBI
Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”),
hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2009-B, as transferee (the
“Transferee”), as follows on the Closing Date:


1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest
(as defined in the applicable UCC) in the 2009-B SUBI Certificate in favor of the Transferee, which
security interest is prior to all other Liens and is enforceable as such as against creditors of
and purchasers from the Depositor.



2. The 2009-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated
security,” or “tangible chattel paper,” within the meaning of the applicable UCC.



3. The Depositor owns and has good and marketable title to the 2009-B SUBI Certificate free and
clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments
or similar governmental charges or levies incurred in the ordinary course of business that are not
yet due and payable or as to which any applicable grace period shall not have expired, or that are
being contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Lien attaches is not impaired during the pendency of
such proceeding.



4. The Depositor has received all consents and approvals to the sale of the 2009-B SUBI Certificate
under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the
2009-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible.



5. The Depositor has received all consents and approvals required by the terms of the 2009-B SUBI
Certificate, to the extent that it constitutes a securities entitlement, certificated security or
uncertificated security, to the transfer to the Transferee of its interest and rights in the 2009-B
SUBI Certificate under the Trust SUBI Certificate Transfer Agreement.



6. The Depositor has caused or will have caused, within ten days after the effective date of the
Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in
the proper filing office in the appropriate jurisdictions under applicable law in order to perfect
the sale of the 2009-B SUBI Certificate from the Depositor to the Transferee and the security
interest in the 2009-B SUBI Certificate granted to the Transferee under the Trust SUBI Certificate
Transfer Agreement.



7. To the extent that the 2009-B SUBI Certificate constitutes an instrument or tangible chattel
paper, all original executed copies of each such instrument or tangible chattel paper have been
delivered to the Transferee.




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8. Other than the transfer of the 2009-B SUBI Certificate from NILT Trust to the Depositor under
the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust
SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee
pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the 2009-B SUBI Certificate. The Depositor has not authorized
the filing of, nor is aware of, any financing statements against the Depositor that include a
description of collateral covering the 2009-B SUBI Certificate other than any financing statement
relating to any security interest granted pursuant to the Basic Documents or that has been
terminated.



9. No instrument or tangible chattel paper that constitutes or evidences the 2009-B SUBI
Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.





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