exv10w3






EXHIBIT 10.3









NISSAN-INFINITI LT,

as Titling Trust,




NILT TRUST,

as Grantor and UTI Beneficiary,




and




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,




 






2009-B SUBI

SERVICING SUPPLEMENT


Dated as of September 11, 2009




 











 









 














	 	 	 	 	 	 	 
	ARTICLE SEVEN

	 	DEFINITIONS	 	 	 	 
	Section 7.01

	 	Definitions
	 	 	1	 
	Section 7.02

	 	Interpretative Provisions
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT

	 	SERVICING OF THE 2009-B LEASES AND 2009-B VEHICLES	 	 	 	 
	Section 8.01

	 	Identification of 2009-B Leases and 2009-B Vehicles;
Securitization Value
	 	 	2	 
	Section 8.02

	 	Reallocation and Repurchase of 2009-B Leases and
2009-B Vehicles; Purchase of Matured Vehicles; Lease
Pull-Forwards
	 	 	2	 
	Section 8.03

	 	Collections and Payment Date Advance Reimbursement
	 	 	4	 
	Section 8.04

	 	Net Deposits
	 	 	6	 
	Section 8.05

	 	Servicing Compensation
	 	 	6	 
	Section 8.06

	 	Advances
	 	 	6	 
	Section 8.07

	 	Third Party Claims
	 	 	7	 
	Section 8.08

	 	Contingent and Excess Liability Insurance Policy
	 	 	7	 
	Section 8.09

	 	Reporting by the Servicer; Delivery of Certain Documentation
	 	 	7	 
	Section 8.10

	 	Accountants’ Attestation and Other Reports
	 	 	8	 
	Section 8.11

	 	Servicer’s Assessment Report; Annual Servicer’s Compliance Statement;
Officer’s Certificate
	 	 	8	 
	Section 8.12

	 	Servicer Defaults; Termination of Servicer
	 	 	9	 
	Section 8.13

	 	Servicer Representations and Warranties
	 	 	11	 
	Section 8.14

	 	Compliance with Regulation AB
	 	 	11	 
	Section 8.15

	 	Additional Covenants of Servicer
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE NINE

	 	MISCELLANEOUS	 	 	 	 
	Section 9.01

	 	Termination of Servicing Supplement
	 	 	12	 
	Section 9.02

	 	Governing Law
	 	 	12	 
	Section 9.03

	 	Amendment
	 	 	12	 
	Section 9.04

	 	Relationship of this 2009-B Servicing Supplement to Other Trust
Documents
	 	 	14	 
	Section 9.05

	 	Binding Effect
	 	 	14	 
	Section 9.06

	 	Table of Contents and Headings
	 	 	14	 
	Section 9.07

	 	Counterparts
	 	 	14	 
	Section 9.08

	 	Further Assurances
	 	 	14	 
	Section 9.09

	 	Third-Party Beneficiaries
	 	 	14	 






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	Section 9.10

	 	No Waiver; Cumulative Remedies
	 	 	14	 
	Section 9.11

	 	No Petition
	 	 	15	 
	Section 9.12

	 	No Recourse
	 	 	15	 
	 
	 	 	 	 	 	 
	EXHIBIT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A	 — Form of Settlement Statement	 	 	A-1	 
	Exhibit B	 — Form of Annual ERISA Certification	 	 	B-1	 
	 
	 	 	 	 	 	 
	SCHEDULES
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule A	 — Regulation AB Representations, Warranties and Covenants	 	 	 	 






ii









 






2009-B SUBI SERVICING SUPPLEMENT




     This 2009-B SUBI Servicing Supplement, dated as of September 11, 2009 (as amended,
supplemented or otherwise modified, this “2009-B Servicing Supplement”), is among
Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a
Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such
capacities, the “Grantor” and the “UTI Beneficiary,” respectively), and Nissan
Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the
“Servicer”).



RECITALS




     A. The Grantor and the UTI Beneficiary, the Servicer, NILT, Inc., as trustee of the Titling
Trust (the “Titling Trustee”), Wilmington Trust Company, as Delaware trustee (the
“Delaware Trustee”), and U.S. Bank National Association (“U.S. Bank”), as trust
agent (the “Trust Agent”), have entered into the Amended and Restated Trust and Servicing
Agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), pursuant to which
the Titling Trust was created to, among other things, take assignments and conveyances of and hold
in trust various assets (the “Trust Assets”);



     B. The parties hereto have entered into the Servicing Agreement, dated as of March 1, 1999 as
amended by the First Amendment to the Servicing Agreement, dated as of January 3, 2001 (the
“Basic Servicing Agreement” and, as supplemented hereby, the “Servicing
Agreement”), which provides for certain servicing obligations with respect to the Trust Assets;
and



     C. The parties acknowledge that in connection with the execution of the 2009-B SUBI Supplement
to the Titling Trust Agreement, dated as of September 11, 2009 (the “2009-B SUBI
Supplement”, and together with the Titling Trust Agreement, the “SUBI Trust
Agreement”), pursuant to which a special unit of beneficial interest in the Titling Trust (the
“2009-B SUBI”) will be created, it is necessary and desirable to enter into a supplemental
agreement to the Basic Servicing Agreement providing for specific servicing obligations in
connection with the Trust Assets allocable to the 2009-B SUBI.



     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 SEVEN




DEFINITIONS




     Section 7.01 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 Nissan Auto Lease Trust 2009-B, as issuer (the “Issuing
Entity”), 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”), Nissan Auto Leasing LLC II, a Delaware limited liability company
(“NALL II”), the Titling Trustee, the Delaware Trustee, Wilmington Trust Company, as owner
trustee (in such capacity, the “Owner Trustee”) and U.S. Bank, as Trust Agent and indenture
trustee (in such capacity, the “Indenture Trustee”).



 









 





     Section 7.02 Interpretative Provisions. For all purposes of this 2009-B Servicing
Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i)
terms used in this 2009-B Servicing Supplement include, as appropriate, all genders and the plural
as well as the singular, (ii) references to this 2009-B Servicing Supplement include all Exhibits
hereto, (iii) references to words such as “herein”, “hereof”, and the like shall refer to this
2009-B Servicing Supplement as a whole and not to any particular part, Article, or Section herein,
(iv) references to an Article or Section such as “Article Eight” or “Section 8.01” shall refer to
the applicable Article or Section of this 2009-B Servicing Supplement, (v) the term “include” and
all variations thereof shall mean “include without limitation”, (vi) the term “or” shall include
“and/or”, (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (viii)
in the computation of a period of time from a specified date to a later specified date, the word
“from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding”
and (ix) the phrase “Titling Trustee on behalf of the Trust,” or words of similar import, shall, to
the extent required to effectuate the appointment of any Co-Trustee pursuant to the Titling Trust
Agreement, be deemed to refer to the Trustee (or such Co-Trustee) on behalf of the Titling Trust.



     Any reference in this 2009-B Servicing Supplement 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 2009-B Servicing
Supplement 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 2009-B Servicing Supplement to a Person shall include the successor or assignee
of such Person.



ARTICLE EIGHT




SERVICING OF THE 2009-B LEASES AND 2009-B VEHICLES




     Section 8.01 Identification of 2009-B Leases and 2009-B Vehicles; Securitization
Value. The Servicer hereby identifies as 2009-B SUBI Assets the Leased Vehicles and the Leases
relating to such Leased Vehicles more particularly described in the Schedule of 2009-B Leases and
2009-B Vehicles (respectively, the “2009-B Vehicles” and the “2009-B Leases”). The
Servicer shall calculate the Securitization Value for each 2009-B Lease as of the Cutoff Date.



     Section 8.02 Reallocation and Repurchase of 2009-B Leases and 2009-B Vehicles; Purchase of
Matured Vehicles; Lease Pull-Forwards.



     (a) (i) If the Servicer grants a lease term extension of more than 6 months or an extension
that extends beyond the Note Final Scheduled Payment Date for the “Class A-4 Notes,” with respect
to any 2009-B Lease, the Servicer shall, on the related Deposit Date, (A) deposit or cause to be
deposited into the 2009-B SUBI Collection Account an amount equal to



2









 







the Repurchase Payment and (B) direct the Titling Trustee to either reallocate such 2009-B
Lease and the related 2009-B Vehicle from the 2009-B SUBI to the UTI or cause such 2009-B Lease and
2009-B Vehicle to be conveyed to the Servicer; and (ii) if a Lessee changes the domicile of or
title to a 2009-B Vehicle and such change would be likely to result in the Titling Trust doing
business in a Restricted Jurisdiction, the Titling Trust, or the Titling Trustee on behalf of the
Titling Trust, shall, as an obligation of the Titling Trust and at the direction of the Servicer,
on the related Deposit Date, (A) deposit or cause to be deposited into the 2009-B SUBI Collection
Account, from amounts held by the Titling Trust, an amount equal to the Repurchase Payment and (B)
either reallocate such 2009-B Lease and the related 2009-B Vehicle from the 2009-B SUBI to the UTI
or cause such 2009-B Lease and 2009-B Vehicle to be conveyed to the Servicer.



     (b) The Servicer hereby makes to the other parties hereto and the parties to the SUBI Trust
Agreement the representations and warranties contained in Section 2.06(a) of the Basic
Servicing Agreement as to each 2009-B Lease and 2009-B Vehicle as of the Vehicle Representation
Date. The Servicer also hereby represents and warrants that (i) each 2009-B Lease is an 2009-B
Eligible Lease and (ii) it used no adverse selection procedures in selecting any of the 2009-B
Leases or any of the 2009-B Vehicles for allocation to the 2009-B SUBI. Upon discovery by the
Titling Trustee, the Servicer, the Owner Trustee, the Indenture Trustee or the Depositor that any
representation or warranty in this Section 8.02(b) was incorrect as of the Cutoff Date in a
manner that materially adversely affects the interest of the Issuing Entity in the related 2009-B
Lease or 2009-B Vehicle, the entity discovering such incorrectness (if other than the Servicer)
shall give prompt written notice to the Servicer. If the Servicer does not cure in all material
respects the circumstance or condition with respect to which the representation or warranty was
incorrect as of the Cutoff Date prior to the end of the Collection Period which includes the
60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer
discovers such incorrectness (whether pursuant to such notice or otherwise), then the Servicer
shall (i) deposit (or cause to be deposited) into the 2009-B SUBI Collection Account an amount
equal to the Repurchase Payment on the Deposit Date following the end of such Collection Period,
and (ii) direct the Titling Trustee to either reallocate such 2009-B Lease and the related 2009-B
Vehicle from the 2009-B SUBI to the UTI or cause such 2009-B Lease and 2009-B Vehicle to be
conveyed to the Servicer.



     (c) Immediately prior to the sale or disposition of a Matured Vehicle or a Defaulted Vehicle,
the Servicer may reallocate such Matured Vehicle or Defaulted Vehicle from the 2009-B SUBI to the
UTI for purposes of implementing NMAC’s like kind exchange program. In connection with such
reallocation, NILT Trust, as the UTI Beneficiary, will cause to be deposited into the 2009-B SUBI
Collection Account the Reallocation Payments no later than two Business Days after such
reallocation, or, if the Monthly Remittance Condition is met, the Servicer shall be permitted to
retain the Reallocation Payments received during a Collection Period until such amounts are
required to be disbursed as set forth in Section 8.03(c). Upon receipt of the Reallocation
Payments, the 2009-B SUBI shall have no claim against or interest in such Matured or Defaulted
Vehicle.



     (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 2009-B
Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales
Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the



3









 







Securitization Value of such 2009-B Lease as of the date of expiration and (ii) a Sales
Proceeds Advance has been made, (A) the purchase price will equal the amount of the Sales Proceeds
Advance, (B) no additional amounts need be remitted by the Servicer, and (C) the Servicer shall be
deemed to have been reimbursed for such Sales Proceeds Advance.



     (e) If any 2009-B Lease and the related 2009-B Vehicle are reallocated to the UTI, until such
time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the
Servicer shall indemnify, defend and hold harmless the Related Beneficiaries, the Issuing Entity
and the Titling Trust from and against any and all loss or liability with respect to or resulting
from such 2009-B Lease or 2009-B Vehicle (including the reasonable fees and expenses of counsel)
except the Servicer shall not be liable for or required to indemnify the Related Beneficiaries, the
Issuing Entity and the Titling Trust from and against any and all special, indirect, consequential
or punitive losses or liabilities.



     (f) If the Servicer permits a Lease Pull-Forward, all Pull-Forward Payments due and payable by
the Lessee under the Lease will be paid and deposited in the SUBI Collection Account within the
time period required for the Servicer to deposit collections into the SUBI Collection Account;
provided that, if the Servicer waives the Pull-Forward Payment (or any portion thereof) payable by
the Lessee during any Collection Period, the Servicer will be required to deposit the waived amount
of the Pull-Forward Payment into the SUBI Collection Account by the next Deposit Date related to
such Collection Period.



     Section 8.03 Collections and Payment Date Advance Reimbursement.



     (a) The Servicer shall, with respect to SUBI Collections and amounts in respect of the 2009-B
SUBI Certificate, from time to time, determine the respective amounts and recipients and:




     (i) during each Collection Period, in addition to the deposits required by Section
2.07 of the Basic Servicing Agreement, deposit into the 2009-B SUBI Collection Account
all Repurchase Payments pursuant to Section 8.02(a) and Section 8.02(b), and
any Reallocation Payments pursuant to Section 8.02(c);




     (ii) on, or prior to each Deposit Date, deposit into the 2009-B SUBI Collection Account
all Advances, any Residual Value Surplus from the sale of a Matured Vehicle for which the
Servicer made a Sales Proceeds Advance and any Net Auction Proceeds from the disposition of
a Matured Vehicle at auction for which the Servicer was reimbursed during the related
Collection Period pursuant to Section 8.06; and




     (iii) on each Payment Date, pursuant to the related Payment Date Certificate, allocate
Available Funds on deposit in the 2009-B SUBI Collection Account with respect to the related
Collection Period and instruct the Indenture Trustee to make, no later than 11:00 a.m., New
York City time, or such other time as may be agreed to by the applicable parties, the
following deposits and distributions in the following amounts and order of priority:




     (A) to the Servicer the sum of outstanding (1) Sales Proceeds Advances (x) in
respect of 2009-B Vehicles that were sold during the related



4









 







Collection Period (other than a sale to the Servicer pursuant to Section
8.02(d)(ii)), and (y) that have been outstanding as of the end of that
Collection Period for at least 90 days and (2) Monthly Payment Advances as to which
the related Lessee has made all or a portion of the advanced Monthly Payment or that
have been outstanding as of the end of the Collection Period for at least 90 days
(collectively, the “Payment Date Advance Reimbursement”);




     (B) to or on behalf of the Servicer, 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




     (C) to the Note Distribution Account, the Reserve Account and Certificate
Distribution Account, as applicable, such distributions in the amounts and order of
priority as set forth in Sections 8.04(a) and 10.01 of the
Indenture.



     (b) Notwithstanding Section 2.07 of the Basic Servicing Agreement, the Servicer shall
remit into the SUBI Collection Account the amounts provided for in such Section received during a
Collection Period, by (subject to Section 8.03(c)) the close of business on the second
Business Day after identification.



     (c) Notwithstanding Sections 8.02(c) or 8.03(b) hereof, the Servicer shall be
permitted to retain the amounts provided for in such subsections received during a Collection
Period until the Business Day preceding the Payment Date on which such amounts are required to be
disbursed (or such other date as provided in the Public ABS Transaction referred to below), for so
long as no Servicer Default has occurred and is continuing, and the following requirements are met
(collectively, the “Monthly Remittance Condition”):




     (i) (A) NMAC (or its successors pursuant to Section 5.03(b) of the Basic
Servicing Agreement) is the Servicer, and (B) NMAC’s short-term unsecured debt obligations
are rated at least “Prime-1” by Moody’s, “A-1” by Standard & Poor’s and “F-1” by Fitch (in
each case, so long as Moody’s, Standard & Poor’s or Fitch is a Rating Agency);




     (ii) if (A) the Servicer obtains a Servicer Letter of Credit or certain other
arrangements are made and the Rating Agency Condition is satisfied and (B) the Trustee and
the Owner Trustee gives prior written notice to each Rating Agency of the obtaining of any
such Servicer Letter of Credit;




     (iii) the Servicer otherwise satisfies each Rating Agency’s requirements; or




     (iv) if the Outstanding Amount is reduced to zero and 100% of the outstanding Trust
Certificates are owned by the Trust, the Depositor, the Servicer (so long as NMAC or an
Affiliate is the Servicer) and their respective Affiliates.



     Pending deposit into the 2009-B SUBI Collection Account, SUBI Collections may be employed by
the Servicer at its own risk and for its own benefit and shall not be segregated from its own
funds. Notwithstanding anything herein to the contrary, if a subsequent Public ABS Transaction
calls for changes in making monthly deposits to the related collection account, then,



5









 







if the Rating Agency Condition is satisfied, the Servicer will no longer be bound by the
Monthly Remittance Condition hereunder, and will instead be subject to the conditions to making
monthly deposits as required by the subsequent Public ABS Transaction.



     (d) Notwithstanding Sections 2.07(a) and 2.11(a) of the Basic Servicing
Agreement, the Servicer shall use commercially reasonable efforts in accordance with its Customary
Servicing Practices to (i) collect all payments required under each Lease and (ii) cause each
Lessee to make all payments required under its Lease, accompanied by an invoice, payment coupon or
electronic funds transfer notice bearing the lease number to which such payment relates.



     Section 8.04 Net Deposits. Notwithstanding anything to the contrary contained in this
2009-B Servicing Supplement, for so long as NMAC is the Servicer, the Servicer shall be permitted
to deposit into the 2009-B SUBI Collection Account only the net amount distributable to the Issuing
Entity, as holder of the 2009-B SUBI Certificate on the related Deposit Date. The Servicer shall,
however, account to the Issuing Entity, the Titling Trustee, the Trust Agent, the Indenture Trustee
(or any successor to the duties of the Indenture Trustee), the Owner Trustee and the Holders of the
Securities as if all of the deposits and distributions described herein were made individually.



     Section 8.05 Servicing Compensation.



     (a) As compensation for the performance of its obligations under the Servicing Agreement, the
Servicer shall be entitled to receive the Servicing Fee.



     (b) The Servicer shall also be entitled to additional servicing compensation with respect to
the 2009-B SUBI Assets in the form of, among other things, Administrative Charges to the extent not
required for the payment of insurance premiums, taxes, or similar charges allocable to the 2009-B
Leases.



     Section 8.06 Advances.



     (a) If during a Collection Period a Lessee makes a Lessee Partial Monthly Payment, the
Servicer shall make, by deposit into the 2009-B SUBI Collection Account on the related Deposit
Date, a Monthly Payment Advance, unless such Advance is not required to be made pursuant to
Section 8.06(c).



     (b) On each Deposit Date, the Servicer shall make, by deposit into the 2009-B SUBI Collection
Account, Sales Proceeds Advances, unless such Advance is not required to be made pursuant to
Section 8.06(c). After the Servicer has made a Sales Proceeds Advance with respect to a
Matured Vehicle, the Issuing Entity shall have no claim against or interest in such Matured Vehicle
or any Net Auction Proceeds resulting from the sale or other disposition thereof, except with
respect to any related Residual Value Surplus. If the Servicer shall sell or otherwise dispose of a
Matured Vehicle after having made a Sales Proceeds Advance, the Issuing Entity may retain all of
such Sales Proceeds Advance, and the Servicer shall retain the related Net Auction Proceeds up to
the Securitization Value of the related 2009-B Lease, and shall deposit the Residual Value Surplus,
if any, into the 2009-B SUBI Collection Account. If the Net Auction Proceeds are less than the
Securitization Value of the related 2009-B Lease, the Servicer may



6









 







deduct the difference from SUBI Collections in respect of one or more future Collection
Periods and retain such amount as reimbursement for the outstanding portion of the related Sales
Proceeds Advance. If the Servicer has not sold a Matured Vehicle within six calendar months after
it has made a Sales Proceeds Advance, it shall be reimbursed for such Sales Proceeds Advance from
the 2009-B SUBI Collection Account. Within six months of receiving such reimbursement, if the
related 2009-B Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause
such 2009-B Vehicle to be sold at auction and shall remit the proceeds associated with such auction
sale to the 2009-B SUBI Collection Account.



     (c) Notwithstanding anything to the contrary in the Servicing Agreement, the Servicer shall be
required to make an Advance only to the extent that it determines that such Advance will be
recoverable from future payments on or in respect of the related 2009-B Lease or 2009-B Vehicle.



     Section 8.07 Third Party Claims. In addition to the requirements set forth in
Section 2.14 of the Basic Servicing Agreement, the Servicer shall immediately notify the
Depositor (in the event that NMAC is not acting as Servicer) and the Indenture Trustee (or any
successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind
of a third party that would materially and adversely affect the interests of the Depositor or the
Issuing Entity with respect to the 2009-B SUBI Assets.



     Section 8.08 Contingent and Excess Liability Insurance Policy. So long as any
Securities are outstanding, the Servicer shall maintain and pay when due all premiums with respect
to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess
Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained that provides
coverage against third party claims that may be raised against the Titling Trust, the Titling
Trustee on behalf of the Titling Trust or the Issuing Entity in an amount at least equal to $1
million combined single limit per occurrence and excess coverage of at least $15 million combined
single limit each occurrence and in the aggregate, without limit on the number of occurrences in
any policy period (which Insurance Policy may be a blanket Insurance Policy covering the Servicer
and one or more of its Affiliates) and (ii) each Rating Agency receives prior written notice of
such termination and any replacement insurance policy. The obligations of the Servicer pursuant to
this Section shall survive any termination of the Servicer’s other obligations under the Servicing
Agreement until such time as claims can no longer be brought that would be covered by such
Insurance Policies, whether as a result of the expiration of relevant statutes of limitations or
otherwise. Notwithstanding the foregoing, the Servicer shall only be required to maintain the
Contingent and Excess Liability Insurance Policy that is required to be maintained by the Servicer
in the most recent Public ABS Transaction; provided, that if no such Contingent and Excess
Liability Insurance Policy is required to be maintained in the most recent Public ABS Transaction,
then no such Contingent and Excess Liability Insurance Policy shall be required hereunder.



     Section 8.09 Reporting by the Servicer; Delivery of Certain Documentation.



     (a) On or prior to the Closing Date, and periodically thereafter as required in order to
update the contents thereof upon any changes in the matters certified therein, the Servicer shall



7









 







furnish to the Titling Trustee and the Related Beneficiary an Officer’s Certificate listing
the officers of the Servicer involved in, or responsible for, the servicing of the 2009-B Leases.



     (b) On the tenth calendar day of each month (or, if the 10th day is not a Business
Day, the next succeeding Business Day), the Servicer shall furnish to the Titling Trustee and each
Related Beneficiary a Settlement Statement, substantially in the form as set forth in Exhibit
A hereto for the immediately preceding Collection Period.



     Section 8.10 Accountants’ Attestation and Other Reports. On or before the last day of
the third month after the end of the fiscal year of the Servicer, beginning with June 30, 2010, the
Servicer shall cause a firm of independent certified public accountants, who may also render other
services to the Servicer or to its Affiliates, to deliver to the Issuing Entity, the Indenture
Trustee and each Rating Agency a report that such firm has audited the consolidated financial
statements of the Servicer in accordance with generally accepted auditing standards, that such firm
is independent of the Servicer within the meaning of the Code of Professional Ethics of the
American Institute of Certified Public Accountants (“AICPA”), and expressing such firm’s
opinion thereon. So long as the Depositor is filing any reports with respect to the Issuing Entity
under the Exchange Act, on or before the last day of the third month after the end of the fiscal
year of the Servicer, beginning with June 30, 2010, the Servicer shall cause a firm of independent
certified public accountants to render an attestation report as to the Servicer’s Assessment Report
of its compliance with the applicable servicing criteria set forth under Item 1122 of Regulation AB
during the Servicer’s preceding fiscal year (or since the date of the issuance of the Notes in the
case of the first such statement). The form of attestation report may be replaced by any similar
form using any standards that are now or in the future in use by servicers of comparable assets or
which otherwise comply with any note, regulation, “no action” letter or similar guidelines
promulgated by the Commission.



     Section 8.11 Servicer’s Assessment Report; Annual Servicer’s Compliance Statement;
Officer’s Certificate.



     (a) So long as the Depositor is filing any reports with respect to the Issuing Entity under
the Exchange Act, the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each
of the Rating Agencies, on or before the last day of the third month after the end of each fiscal
year of the Servicer, beginning June 30, 2010, a report assessing the Servicer’s compliance with
the servicing criteria set forth in the relevant SEC regulations for asset-backed securities
transactions, including Items 1122 and 1123 of Regulation AB, as of and for the period ending the
end of each fiscal year of the Issuing Entity (the “Servicer’s Assessment Report”) and such
Servicer’s Assessment Report will identify any material instance of noncompliance.



     (b) The Servicer shall also deliver to the Owner Trustee, the Indenture Trustee and each of
the Rating Agencies, on or before the last day of the third month after the end of each fiscal year
of the Servicer, beginning June 30, 2010, an Officer’s Certificate with respect to the prior fiscal
year of the Servicer ended such calendar year (or with respect to the initial Officer’s
Certificate, the period from the date of the initial issuance of the Notes to March 31, 2010),
stating that (i) a review of the activities of the Servicer during the preceding 12-month (or
shorter) period and of its performance under this Agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer



8









 







has fulfilled all its obligations under this Agreement throughout such twelve-month (or
shorter) period in all material respects, or, if there has been a failure to fulfill any such
obligation, specifying each such failure known to such officer and the nature and status thereof.
Copies of such statements, certificates and reports may be obtained by the Noteholders or the
Certificateholder by a request in writing addressed to the Indenture Trustee or the Owner Trustee.



     (c) On or before the last day of the third month after the end of the fiscal year of the
Servicer, beginning with June 30, 2010, for as long as NMAC continues to act as the Servicer, the
Servicer shall deliver an Officer’s Certificate substantially in the form of Exhibit B with
respect to the Plans to each Rating Agency, the Owner Trustee and the Indenture Trustee.



     Section 8.12 Servicer Defaults; Termination of Servicer.



     (a) Each of the following acts or occurrences constitutes a “Servicer Default” under
the Servicing Agreement with respect to the 2009-B SUBIs:




     (i) the Servicer fails to deliver, or cause to be delivered, any required payment to
the Indenture Trustee for distribution to the Noteholders or to the Owner Trustee for
distribution to the Trust Certificateholders, which failure continues for five Business Days
after discovery of such failure by an officer of the Servicer or receipt by the Servicer of
written notice thereof from the Indenture Trustee, or Noteholders or Trust
Certificateholders, as applicable, evidencing at least a Majority Interest in the applicable
Securities (which for this purpose includes Trust Certificates held by the Issuing Entity,
the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their
respective Affiliates), voting together as a single class;




     (ii) the Servicer fails to duly observe or perform in any material respect any of its
covenants or agreements in the Servicing Agreement not otherwise covered in this Section
8.12(a), which failure materially and adversely affects the rights of a Holder of the
2009-B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and
which continues unremedied for 60 days (or for such longer period not in excess of 90 days
as may be reasonably necessary to remedy such failure; provided that (A) such failure is
capable of remedy within 90 days or less and (B) a Majority Interest in the applicable
Securities consents to such longer cure period) after receipt by the Servicer of written
notice thereof from the Indenture Trustee or the related holders evidencing at least a
Majority Interest in the applicable Securities or such default becomes known to the
Servicer;




     (iii) any representation, warranty, or statement of the Servicer made in the Servicing
Agreement, any other Basic Document to which the Servicer is a party or by which it is bound
or any certificate, report or other writing delivered pursuant to the Servicing Agreement
that proves to be incorrect in any material respect when made, which failure materially and
adversely affects the rights of a Holder of the 2009-B SUBI Certificate or the holders of
the Notes, or the Trust Certificateholders, continues unremedied for 60 days (or for such
longer period not in excess of 90 days as may be reasonably necessary to remedy such
failure; provided that (A) such failure is capable of



9









 







remedy within 90 days or less and (B) a Majority Interest in the applicable Securities
consents to such longer cure period) after receipt by the Servicer of written notice thereof
from the Titling Trustee or the related holders evidencing a Majority Interest in the
applicable Securities, or such default becomes known to the Servicer;




     (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for
relief by, a court or regulatory authority having jurisdiction over the Servicer in an
involuntary case under the federal bankruptcy laws, as now or hereafter in effect, (B) the
appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other
similar official with respect to the Servicer or of any substantial part of its property or
(C) the ordering of the winding up or liquidation of the affairs of the Servicer, and in
each case, the continuance of any such Proceeding unstayed and in effect for a period of 90
consecutive days, or immediately upon entry of any decree or order; or




     (v) the Servicer (A) applies for or consents to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a
substantial part of its property, (B) is generally unable to pay its debts as they become
due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary
case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F)
files a petition seeking to take advantage of any other law providing for the relief of
debtors, or (G) takes any corporate action for the purpose of effecting any of the
foregoing;


provided, however, that notwithstanding any other provision of the Servicing
Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to
the 2009-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their
entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and
(ii) any Servicer Default with respect to the 2009-B SUBI shall not constitute a Servicing Default
with respect to any other Sub-Trust and any Servicing Default (as such term is defined in the Basic
Servicing Agreement) with respect to any other Sub-Trust shall constitute a Servicer Default (as
such term is defined in the Basic Servicing Agreement) only with respect to such Sub-Trust and not
with respect to the 2009-B SUBI.




     (b) Upon the occurrence of any Servicer Default, the Servicer, in addition to complying with
the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that
references therein to Registered Pledgees shall mean each Registered Pledgee of the 2009-B SUBI
Certificate), shall provide to the Indenture Trustee and the Owner Trustee prompt notice of any (i)
Servicer Default or (ii) event or condition that, with the giving of notice or the passage of time,
or both, would become a Servicer Default, accompanied in each case by a description of the nature
of the default and the Servicer’s efforts to remedy the same.



     (c) In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement,
if a Servicer Default shall have occurred and is continuing with respect to the 2009-B SUBI, the
Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the Required Related
Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the
holders of the Rated Securities, terminate the rights and obligations of the Servicer under this
2009-B Servicing Supplement in accordance with such Section. In the event that the Servicer is



10









 







removed as servicer with respect to servicing the 2009-B SUBI Assets, subject to the consent
of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The
successor Servicer shall accept its appointment by a written assumption in a form acceptable to the
Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval
not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the
Basic Servicing Agreement, with respect to any Servicer Default related to the 2009-B SUBI Assets,
the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default
of the Servicer in the performance of its obligations under the Servicing Agreement and its
consequences with respect to the 2009-B SUBI and, upon any such waiver, such default shall cease to
exist and any Servicer Default arising therefrom shall be deemed to have been remedied for every
purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto. For purposes of this Section, so long as the Lien of the
Indenture is in place, the Required Related Holders shall be deemed to be the Indenture Trustee (as
Registered Pledgee of the 2009-B SUBI Certificate), acting at the direction of the Required
Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the
Required Percentage of the Trust Certificateholders (which for this purpose shall include Trust
Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an
Affiliate is the Servicer) and any of their respective Affiliates) until the Certificate Balance
has been reduced to zero.



     (d) If the Servicer is removed with respect to servicing the 2009-B SUBI Assets, the Servicer
shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2009-B
Servicing Supplement, to the extent of the funds available therefor with respect to all Advances
made by the Servicer.



     Section 8.13 Servicer Representations and Warranties. Effective as of the date hereof,
the Servicer hereby reaffirms the representations and warranties set forth in Section
2.06(a) and Section 5.01 of the Basic Servicing Agreement, except that references to
“this Agreement” shall be deemed to refer to the Servicing Agreement, as such term is defined
herein.



     Section 8.14 Compliance with Regulation AB. The Servicer agrees to perform all duties
and obligations applicable to or required of the Issuing Entity set forth in Schedule A attached
hereto and made a part hereof in all respects and makes the representations and warranties therein
applicable to it.



     Section 8.15 Additional Covenants of Servicer.



     (a) If the aggregate Securitization Value of 2009-B Leases that have been extended and that
also constitute Hybrid Chattel Paper exceeds 9.0% of the outstanding aggregate Securitization Value
of the 2009-B Leases and related 2009-B Vehicles, and if such excess amount is not otherwise
reduced prior to the end of the second Collection Period following such discovery (or, if the
Servicer elects, an earlier date), the Servicer will purchase 2009-B Leases and the related 2009-B
Vehicles having a sufficient aggregate Securitization Value to reduce the aggregate Securitization
Value of 2009-B Leases that have been extended and that also constitute Hybrid Chattel Paper to
less than 9.0% of the then outstanding Securitization Value of the 2009-B Leases and related 2009-B
Vehicles.



11









 





     (b) Notwithstanding the forgoing, if (a) the Servicer or the Titling Trust employs processes
and procedures to convert tangible “records” evidencing modifications of 2009-B Leases that were
originated as “electronic chattel paper” to electronic “records” (as such terms are used in the
UCC) and (b) the Servicer and the Titling Trust (i) deliver to the Rating Agencies a written
opinion of counsel, in form and substance satisfactory to the Rating Agencies, to the effect that,
such processes and procedures so employed satisfy the requirements of the UCC such that the Titling
Trust or its agent has control of both the original electronic contract and the electronic
“records” that resulted from the conversion or (ii) otherwise satisfy the Rating Agencies that the
Servicer’s or the Titling Trust’s processes and procedures are sufficient to perfect the Titling
Trust’s or its agent’s security interest in the 2009-B Leases, then such “records” will no longer
constitute Hybrid Chattel Paper.



ARTICLE NINE




MISCELLANEOUS




     Section 9.01 Termination of Servicing Supplement. This 2009-B Servicing Supplement
shall terminate upon the earlier to occur of (i) the termination of the 2009-B SUBI or (ii) the
resignation or removal of the Servicer with respect to the 2009-B SUBI in accordance with the terms
of the Servicing Agreement. Any such termination hereunder shall effect a termination only with
respect to the 2009-B SUBI Assets and not as to Trust Assets allocated to any other Sub-Trust, and
shall not effect a termination of the Basic Servicing Agreement or any other supplement to the
Basic Servicing Agreement.



     Section 9.02 Governing Law. This 2009-B Servicing Supplement shall be governed by and
construed in accordance with the internal laws of the State of California, without regard to any
otherwise applicable principles of conflict of laws.



     Section 9.03 Amendment.



     (a) Notwithstanding any provision of the Basic Servicing Agreement, the Basic Servicing
Agreement, as supplemented by this 2009-B Servicing Supplement, to the extent that it relates
solely to the 2009-B SUBI and the 2009-B SUBI Assets, may be amended in accordance with this
Section 9.03.



     (b) Any term or provision of this 2009-B Servicing Supplement 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 Servicer
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, Titling Trustee, the Delaware Trustee, the Indenture Trustee or the Owner
Trustee shall require the prior written consent of the Persons whose interests are adversely
affected; provided, further that an opinion of counsel is delivered to the Titling
Trustee to the effect that after such amendment, for federal income tax purposes, the Titling Trust
will not be treated as an association (or a publicly traded partnership) taxable as a corporation
and Notes



12









 







will properly be characterized as indebtedness that is secured by the assets of the Issuing
Entity. 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, the Delaware Trustee or the Owner Trustee shall be deemed
to have been given if the Servicer 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 Titling Trustee
and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Titling Trustee’s or the Indenture Trustee’s own rights, duties, liabilities or
immunities under this Agreement or otherwise.



     (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 matter before giving effect to such.



     (d) Notwithstanding anything herein to the contrary, any term or provision of this 2009-B
Servicing Supplement 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 9.03(b)(i)(B) is delivered to the
Indenture Trustee.



     (e) Any term or provision of this 2009-B Servicing Supplement may also be amended by the
parties hereto without the consent of any Noteholder or any other Person to (i) change the formula
for determining the Reserve Account Requirement or (i) add a supplemental required Reserve Account
amount and require immediate payments and distributions to the Reserve Account up to an amount
equal to the sum of the Reserve Account Requirement and such supplemental required Reserve Account
amount upon (A) satisfaction of the Rating Agency Condition, and (B) delivery by the Servicer to
the Indenture Trustee of an Officer’s Certificate stating that such amendment will not materially
and adversely affect the interests of any Noteholder.



     (f) 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.



     (g) Prior to the execution of any amendment to this 2009-B SUBI Servicing Supplement, the
Servicer 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 2009-B SUBI Servicing
Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Trust
Certificateholder, Titling Trustee, the Delaware Trustee, the Indenture Trustee and the Owner Trustee.



13









 





     (h) None of U.S. Bank, as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the
Indenture Trustee shall be under any 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 U.S. Bank, NILT,
Inc. and the Indenture Trustee an Officer’s Certificate to that effect, and U.S. Bank National
Association. NILT, Inc. 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 9.04 Relationship of this 2009-B Servicing Supplement to Other Trust
Documents. Unless the context otherwise requires, this 2009-B Servicing Supplement and the
other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and
thereof. In the event of any actual conflict between the provisions of this 2009-B Servicing
Supplement and (i) the Titling Trust Agreement, with respect to the servicing of any Trust Assets,
the provisions of this 2009-B Servicing Supplement shall prevail and (ii) the Basic Servicing
Agreement, the provisions of this 2009-B Servicing Supplement shall control.



     Section 9.05 Binding Effect. The provisions of this 2009-B Servicing Supplement shall
be binding upon and inure to the benefit of the parties hereto and their permitted successors and
assigns, and all such provisions shall inure to the benefit of the Owner Trustee on behalf of the
Issuing Entity.



     Section 9.06 Table of Contents and Headings. The Table of Contents and Article and
Section headings herein are for convenience of reference only and shall not define or limit any of
the terms or provisions hereof.



     Section 9.07 Counterparts. This 2009-B Servicing Supplement 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 9.08 Further Assurances. Each party will do such acts, and execute and deliver
to any other party such additional documents or instruments, as may be reasonably requested in
order to effect the purposes of this 2009-B Servicing Supplement and to better assure and confirm
unto the requesting party its rights, powers, and remedies hereunder.



     Section 9.09 Third-Party Beneficiaries. The Issuing Entity, each Holder of the 2009-B
SUBI, each Related Beneficiary, and each Registered Pledgee shall be third-party beneficiaries of
the Servicing Agreement. Except as otherwise provided in the Servicing Agreement, no other Person
shall have any rights hereunder. For purposes of the Servicing Agreement, this Section replaces
Section 6.12 of the Basic Servicing Agreement in its entirety.



     Section 9.10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any party hereto, any right, remedy, power, or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power,
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other



14









 







right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein
provided are cumulative and not exhaustive of any rights, remedies, powers, and privileges provided
at law, in equity or otherwise.



     Section 9.11 No Petition. Each of the parties hereto, by entering into this 2009-B
Servicing Supplement, in addition to provisions of Section 6.14 of the Basic Servicing
Agreement, hereby covenants and agrees that prior to the date that is one year and one day after
the date upon which all obligations under each Securitized Financing have been paid in full, it
will not institute against, or join any other Person in instituting against the Grantor, the
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 2009-B Servicing Supplement
and the complete or partial resignation or removal of the Servicer under the SUBI Trust Agreement,
the Basic Servicing Agreement or this 2009-B Servicing Supplement.



     Section 9.12 No Recourse.



     (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is
executed and delivered by U.S. Bank, not individually or personally, but solely as trustee of NILT
Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the
representations, undertakings, and agreements herein made on the part of NILT Trust, is made and
intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made
and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be
construed as creating any liability on U.S. Bank, individually or personally, to perform any
covenant, either expressed or implied, contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or under the parties
hereto, and (iv) under no circumstances shall U.S. Bank be personally liable for the payment of any
indebtedness or expenses of NILT Trust under this Agreement or any other related documents.



     (b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is
executed and delivered by NILT, Inc., not individually or personally, but solely as Titling Trustee
of Nissan-Infiniti LT, in the exercise of the powers and authority conferred and vested in it, (ii)
each of the representations, undertakings, and agreements herein made on the part of
Nissan-Infiniti LT, is made and intended not as personal representations, undertakings, and
agreements by NILT, Inc., but is made and intended for the purpose of binding only Nissan-Infiniti
LT, (iii) nothing herein contained shall be construed as creating any liability on NILT, Inc.,
individually or personally, to perform any covenant, either expressed or implied, contained herein,
all such liability, if any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto, and (iv) under no circumstances shall NILT, Inc. be
personally liable for the payment of any indebtedness or expenses of Nissan-Infiniti LT under this
Agreement or any other related documents.



[Signature Pages to Follow]





15









 








     IN WITNESS WHEREOF, the parties hereto have caused this 2009-B Servicing Supplement to be duly
executed by their respective officers duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	NISSAN-INFINITI LT, as Titling Trust

 	 
	 	By:  	NILT, INC.,
 	 
	 	 	as Titling Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NILT TRUST, as Grantor and UTI Beneficiary

 	 
	 	By:  	U.S. BANK NATIONAL ASSOCIATION,
 	 
	 	 	as Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NISSAN MOTOR ACCEPTANCE

CORPORATION, as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



16









 






	 	 	 	 	 



EXHIBIT A




FORM OF SETTLEMENT STATEMENT




(See Attached)




 









 





EXHIBIT B




FORM OF ANNUAL ERISA CERTIFICATION




(As required to be delivered on or before June 30 of each

calendar year beginning with June 30, 2010, pursuant to

Section 8.11 of the 2009-B Servicing Supplement)


NISSAN MOTOR ACCEPTANCE CORPORATION





 






NISSAN AUTO LEASE TRUST 2009-B





 







     The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation
(“NMAC”), as Servicer, pursuant to the 2009-B SUBI Servicing Supplement to the Basic
Servicing Agreement dated as of September 11, 2009 (as amended and supplemented, or otherwise
modified and in effect from time to time, the “2009-B Servicing Supplement”), by and among
NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that:




	 	1.	 	The undersigned is an Authorized Officer of NMAC.
	 
	 	2.	 	As of the end of NMAC’s preceding fiscal year, with respect to Plans:
	 
	 	 	 	(a) [Plan assets exceed the present value of accrued benefits][The present
value of the accrued benefits exceeds plan assets] under each of the Plans
as of the close of the most recent Plan year, as required to be reported in
the financial statements for such Plan filed with the most recent Form 5500
for such Plan (the “Most Recent Plan Financial Statements”).
	 
	 	 	 	[Select from the following statements]
	 
	 	 	 	(b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the
value of the assets of any Plan it maintains would not be sufficient to
cover any Funding Target; or (ii) is contemplating benefit improvements with
respect to any Plan then maintained by any such entity or the establishment
of any new Plan, either of which would cause any such entity to maintain a
Plan with a Funding Target in excess of plan assets. The term “Funding
Target” has the meaning set forth in section 430(d) of the Internal Revenue
Code.][Describe any failure of the certifications in clauses (i) and (ii) to
be true.]
	 
	 	 	 	(c) [If all of the Plans (other than a multiemployer Plan) were terminated
(disregarding any Plans with surpluses), the unfunded




B-1









 






	 	 	 	liabilities at such date with respect to such Plans, their participants or
beneficiaries, and the PBGC, would not have exceeded [5%] of the
consolidated net worth of Nissan Motor Co., Ltd. or [25%] of the
consolidated net worth of Nissan North America, Inc. at such date.]
	 
	 	 	 	(d) [There are no unpaid minimum required contributions with respect to any
Plan as disclosed on the Most Recent Plan Financial Statements.]
	 
	 	 	 	(e) [Describe any facts that would cause the statements in clauses (b), (c)
or (d) to be incorrect.]





     Capitalized terms used but not defined herein are used as defined in the 2009-B Servicing
Supplement, and if not defined therein, as defined in the Agreement of Definitions, dated as of
September 11, 2009, among Nissan Auto Lease Trust 2009-B, NILT Trust, as grantor and UTI
beneficiary, Nissan-Infiniti LT, as the titling trust, NMAC, in its individual capacity, as
Servicer and as administrative agent, Nissan Auto Leasing LLC II, NILT, Inc., as the titling
trustee, Wilmington Trust Company, as Delaware trustee and owner trustee, and U.S. Bank, as trust
agent and indenture trustee.



B-2









 





     IN
WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this ___ day
of                     .



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-3









 






	 	 	 	 	 



SCHEDULE A




REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS




PART I




DEFINED TERMS





     Section 1.01. As used in this Schedule A, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms
defined); unless otherwise defined herein, terms used in this Schedule A that are defined in the
Agreement to which this Schedule A is attached shall have the same meanings herein as in the
Agreement:



     “Commission”: The United States Securities and Exchange Commission.



     “Regulation AB”: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as has been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “Securities Act”: The Securities Act of 1933, as amended.



PART II




COMPLIANCE WITH REGULATION AB




     Section 2.01. Intent of the Parties; Reasonableness.



     Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer
acknowledges and agrees that the purpose of Part II of this Schedule A is to facilitate compliance
by the Issuing Entity and the Servicer with the provisions of Regulation AB and related rules and
regulations of the Commission.



     Each of the Issuing Entity, the Indenture Trustee, the NILT Trust, NILT and the Servicer
acknowledge that their respective obligations hereunder may be supplemented and modified as
reasonably necessary to be consistent with any amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities markets, in
respect of the requirements of Regulation AB. In addition, each of the Issuing Entity, the
Indenture Trustee, the NILT Trust, NILT and the Servicer shall comply with reasonable requests made
by the Issuing Entity for delivery of additional or different information as the Issuing Entity may
determine in good faith is necessary to comply with the provisions of Regulation AB, provided that
such information is available to such party without unreasonable effort or expense and within such
timeframe as may be reasonably requested.