exv10w2






EXHIBIT 10.2



NILT TRUST,

as Grantor and UTI Beneficiary,




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer,




NILT, INC.,

as Titling Trustee,




WILMINGTON TRUST COMPANY,

as Delaware Trustee,




and




U.S. BANK NATIONAL ASSOCIATION,

as Trust Agent




 



2009-B SUBI

SUPPLEMENT




Dated as of September 11, 2009

 











 









 














	 	 	 	 	 	 	 
	ARTICLE ELEVEN

	 	DEFINITIONS
	 	 	2	 
	 
	 	 	 	 	 	 
	Section 11.01

	 	Definitions
	 	 	2	 
	Section 11.02

	 	Interpretive Provisions
	 	 	2	 
	Section 11.03

	 	Rights in Respect of the 2009-B SUBI
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE

	 	CREATION OF THE 2009-B SUBI
	 	 	3	 
	 
	 	 	 	 	 	 
	Section 12.01

	 	Creation of 2009-B SUBI Assets and the 2009-B SUBI
	 	 	3	 
	Section 12.02

	 	Transfer of 2009-B SUBI Interests
	 	 	3	 
	Section 12.03

	 	Issuance and Form of 2009-B SUBI Certificate
	 	 	4	 
	Section 12.04

	 	Actions and Filings
	 	 	6	 
	Section 12.05

	 	Termination of the 2009-B SUBI
	 	 	6	 
	Section 12.06

	 	Representations and Warranties of Titling Trustee
	 	 	7	 
	Section 12.07

	 	Transfer and Assignment of Certificates
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN

	 	2009-B SUBI PLEDGE
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 13.01

	 	Registration of the 2009-B SUBI Pledge
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE FOURTEEN

	 	2009-B SUBI ACCOUNTS
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 14.01

	 	2009-B SUBI Collection Account
	 	 	8	 
	Section 14.02

	 	2009-B Reserve Account
	 	 	9	 
	Section 14.03

	 	Investment of Monies in 2009-B SUBI Accounts
	 	 	9	 
	Section 14.04

	 	No Residual Value Surplus Account or Payahead Account
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE FIFTEEN

	 	MISCELLANEOUS PROVISIONS
	 	 	9	 
	 
	 	 	 	 	 	 
	Section 15.01

	 	Amendment
	 	 	9	 
	Section 15.02

	 	Governing Law
	 	 	11	 
	Section 15.03

	 	Notices
	 	 	11	 
	Section 15.04

	 	Severability of Provisions
	 	 	11	 
	Section 15.05

	 	Effect of Supplement on Titling Trust Agreement
	 	 	11	 
	Section 15.06

	 	No Petition
	 	 	12	 
	Section 15.07

	 	No Recourse
	 	 	12	 
	 
	 	 	 	 	 	 
	EXHIBIT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A — Form of 2009 SUBI Certificate
	 	 	A-1	 






i









 






2009-B SUBI SUPPLEMENT




     This 2009-B SUBI Supplement, dated as of September 11, 2009 (as amended, supplemented or
otherwise modified from time to time, this “2009-B SUBI Supplement”), is 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”), NILT, Inc., a Delaware corporation, as trustee (the “Titling
Trustee”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the
“Delaware Trustee”), and U.S. Bank National Association, a national banking association
(“U.S. Bank”), as trust agent (the “Trust Agent”).



RECITALS




     A. Pursuant to the Amended and Restated Trust and Servicing Agreement, dated as of August 26,
1998 (the “Titling Trust Agreement”), among the parties hereto, Nissan-Infiniti LT, a
Delaware statutory trust (the “Titling Trust”), was formed to take assignments and
conveyances of and hold in trust various assets (the “Trust Assets”);



     B. The UTI Beneficiary, the Servicer and the Titling Trust have entered into the SUBI
Servicing Agreement, dated as of March 1, 1999 as amended by the First Amendment to Servicing
Agreement, dated as of January 3, 2001 (the “Basic Servicing Agreement”), which provides
for, among other things, the servicing of the Trust Assets by the Servicer;



     C. Pursuant to the Titling Trust Agreement, from time to time the Titling Trustee, on behalf
of the Titling Trust and at the direction of the UTI Beneficiary, will identify and allocate on the
books and records of the Titling Trust certain Trust Assets and create and issue one or more
special units of beneficial interest (each, a “SUBI”), the beneficiaries of which generally
will be entitled to the net cash flows arising from the corresponding Trust Assets;



     D. The parties hereto desire to supplement the Titling Trust Agreement (as so supplemented by
this 2009-B SUBI Supplement, the “SUBI Trust Agreement”) to create a SUBI (the “2009-B
SUBI”);



     E. The parties hereto desire to identify and allocate to the 2009-B SUBI a separate portfolio
of Trust Assets consisting of leases (the “2009-B Leases”), the vehicles that are leased
under the 2009-B Leases (the “2009-B Vehicles”), and certain other related assets;



     F. The parties hereto also desire to issue to NILT Trust a certificate evidencing a 100%
beneficial interest in the 2009-B SUBI (the “2009-B SUBI Certificate”).



     G. NILT Trust will transfer the 2009-B SUBI Certificate to Nissan Auto Leasing LLC II
(“NALL II”) pursuant to the SUBI Certificate Transfer Agreement, dated as of September 11,
2009 (the “SUBI Certificate Transfer Agreement”), between NILT Trust and NALL II. NALL II
will further transfer the 2009-B SUBI Certificate to Nissan Auto Lease Trust 2009-B (the
“Issuing Entity”) pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of
September 11, 2009 (the “Trust SUBI Certificate Transfer Agreement”), between NALL II, as
depositor (the “Depositor”) and the Issuing Entity, as transferee.



1









 





     H. Pursuant to the Indenture, dated as of September 11, 2009 (the “Indenture”),
between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee (the “Indenture
Trustee”), the Issuing Entity will (i) issue $213,000,000 aggregate principal amount of
0.41035% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $308,000,000 aggregate
principal amount of 1.22% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”),
$423,000,000 aggregate principal amount of 2.07% Asset Backed Notes, Class A-3 (the “Class A-3
Notes”), and $80,850,000 aggregate principal amount of 2.65% Asset Backed Notes, Class A-4 (the
“Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes are referred to herein as the “Notes”); and (ii) pledge the
2009-B SUBI Certificate to the Indenture Trustee for the benefit of the holders of the Notes.



     I. The parties hereto also desire to register a pledge of the 2009-B SUBI Certificate to the
Indenture Trustee for the benefit of the holders of the Notes.



     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 ELEVEN

DEFINITIONS




     Section 11.01 Definitions. Capitalized terms used herein that are not otherwise
defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated
as of September 11, 2009, by and among the Issuing Entity , NILT Trust, as the Grantor and the 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 Company, as Delaware Trustee and owner trustee (in such capacity, the “Owner
Trustee”), the Trust Agent and the Indenture Trustee.



     Section 11.02 Interpretive Provisions. For all purposes of this 2009-B SUBI
Supplement, except as otherwise expressly provided or unless the context otherwise requires, (i)
terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii)
references to this 2009-B SUBI Supplement include all Exhibits hereto, (iii) references to words
such as “herein,” “hereof” and the like shall refer to this 2009-B SUBI Supplement as a whole and
not to any particular part, Article, or Section herein, (iv) references to an Article or Section
such as “Article Twelve” or “Section 12.01” shall refer to the applicable Article or
Section of this 2009-B SUBI Supplement, (v) the term “include” and all variations thereof shall
mean “include without limitation,” (vi) the term “or” shall include “and/or” and (vii) the term
“proceeds” shall have the meaning ascribed to such term in the UCC.



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



2









 





     Section 11.03 Rights in Respect of the 2009-B SUBI. Each Holder and Registered Pledgee
of the 2009-B SUBI Certificate (including the Issuing Entity) is a third-party beneficiary of the
SUBI Trust Agreement insofar as the Titling Trust Agreement and this 2009-B SUBI Supplement apply
to the 2009-B SUBI, the Holders of the 2009-B SUBI Certificate, and the Registered Pledgees of the
2009-B SUBI Certificate. Therefore, to that extent, references in the SUBI Trust Agreement to the
ability of a “Holder,” “Related Beneficiary,” or a “Registered Pledgee” of a SUBI Certificate to
take any action shall be deemed to refer to the Issuing Entity acting at its own instigation or
upon the instruction of the requisite voting percentage of holders of Securities or Rated
Securities, as specified in the Indenture or the Trust Agreement, as applicable.



ARTICLE TWELVE

CREATION OF THE 2009-B SUBI




     Section 12.01 Creation of 2009-B SUBI Assets and the 2009-B SUBI.



     (a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary
directs the Titling Trustee to create, and the Titling Trustee hereby creates, one Sub-Trust which
shall be known as the “2009-B SUBI”. The 2009-B SUBI shall represent a special unit of
beneficial interest solely in the 2009-B SUBI Assets.



     (b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI Beneficiary
hereby directs the Titling Trustee to identify and allocate or to cause to be identified and
allocated to the 2009-B SUBI on the books and records of the Titling Trust a separate Sub-Trust of
Trust Assets consisting of 2009-B Eligible Leases and the related Leased Vehicles and other
associated Trust Assets owned by the Titling Trust and not allocated to any Other SUBI or reserved
for allocation to any Other SUBI (or owned or acquired by the Titling Trustee on behalf of the
Titling Trust but not yet allocated to, or reserved for allocation to, any specific Sub-Trust).
Such Trust Assets (the “2009-B SUBI Assets”) shall be accounted for and held in trust
independently from all other Trust Assets within the Titling Trust. Based upon their identification
and allocation by the Servicer pursuant to the 2009-B Servicing Supplement, the Titling Trustee
hereby identifies and allocates as 2009-B SUBI Assets the 2009-B Leases and 2009-B Vehicles more
particularly described on the Schedule of 2009-B Leases and 2009-B Vehicles and the related Trust
Assets described above, each such 2009-B SUBI Asset to be identified on the books and accounts of
the Titling Trust as being allocated to the 2009-B SUBI.



     (c) The Titling Trust is hereby granted the power and authority and is authorized, and the
Titling Trustee is authorized on behalf of the Titling Trust, to execute, deliver and perform its
obligations under the Basic Documents.



     Section 12.02 Transfer of 2009-B SUBI Interests.



     (a) Interests in the 2009-B SUBI may not be transferred or assigned by the UTI Beneficiary,
and any such purported transfer or assignment shall be deemed null, void, and of no effect
herewith; provided, however, that the 2009-B SUBI Certificate and the interests in
the



3









 







2009-B SUBI represented thereby may be (i) sold to the Depositor pursuant to the SUBI
Certificate Transfer Agreement, (ii) sold, transferred and assigned by the Depositor absolutely, or
transferred and assigned or a security interest therein granted, in connection with a Securitized
Financing, (iii) transferred to the Indenture Trustee or any subsequent Registered Pledgee to
itself or any other Person following the occurrence of an Event of Default (which has not been
rescinded) or any similar term in any subsequent Securitized Financing secured by the 2009-B SUBI
Certificate or any interest therein and (iv) transferred to each direct or indirect permitted
transferee of the Indenture Trustee or such subsequent Registered Pledgee, in each case in the
circumstances contemplated in, and subject to the conditions set forth in, Section 3.04(b)
of the Titling Trust Agreement. Each such transfer shall be registrable upon surrender of the
2009-B SUBI Certificate to be transferred for registration of the transfer at the corporate trust
office of the Titling Trustee (or the Trust Agent, if applicable), accompanied by a written
instrument of transfer in form satisfactory to the Titling Trustee duly executed by the Holder
thereof or such Holder’s attorney duly authorized in writing, and thereupon a new 2009-B SUBI
Certificate of a like aggregate fractional undivided interest will be issued to the designated
permitted transferee.



     (b) For any transfer of the 2009-B SUBI Certificate or an interest therein to be effective, on
or prior to the date of any absolute sale, transfer, or assignment, the related transferee must
execute and deliver to the Trustee the non-petition covenant and the agreement required pursuant to
Section 3.04(b) of the Titling Trust Agreement.



     (c) The 2009-B SUBI Certificate (or any interest therein) may not be acquired by or on behalf
of (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to
Title I of ERISA, (ii) a “plan” as defined in Section 4975(e)(1) of the Code, that is subject to
Section 4975 of the Code or (iii) any entity deemed to hold the “plan assets” (within the meaning
of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing.
The 2009-B SUBI Certificate (or any interest therein) may not be acquired by or on behalf of a
governmental plan, foreign plan or any other plan that is subject to any Similar Law if the
acquisition, holding and disposition of the 2009-B SUBI Certificate (or any interest therein) would
result in a nonexempt prohibited transaction under, or a violation of, Similar Law.



     (d) Notwithstanding any other provision herein, no transfer or assignment of an interest in
the 2009-B SUBI will be valid, and any such purported transfer or assignment shall be deemed null,
void, and of no effect herewith, unless the purported transferee first shall have certified in
writing to the Titling Trustee that, for U.S. federal income tax purposes, the transferee is not a
partnership, S Corporation, or grantor trust having more than one beneficial owner or having a
single beneficial owner that is a partnership or S Corporation.



     Section 12.03 Issuance and Form of 2009-B SUBI Certificate.



     (a) The 2009-B SUBI shall be represented by a 2009-B SUBI Certificate that shall represent a
100% beneficial interest in the 2009-B SUBI and the 2009-B SUBI Assets, as further set forth
herein. The 2009-B SUBI Certificate shall, upon transfer to the Issuing Entity, be registered in
the name of the Issuing Entity, representing the beneficial interest in the 2009-B SUBI Assets
allocated from the UTI. The Titling Trustee shall register a pledge of the 2009-B SUBI Certificate
in favor of the Indenture Trustee (for the benefit of the holders of the Notes), as provided in
Article Thirteen, and shall deliver the 2009-B SUBI Certificate to the Indenture



4









 







Trustee. The 2009-B SUBI Certificate shall be substantially in the form of Exhibit A
attached hereto, with such appropriate insertions, omissions, substitutions and other variations as
are required by this 2009-B SUBI Supplement and may have such letters, numbers or other marks of
identification and such legends and endorsements placed thereon as may, consistently herewith and
with the Titling Trust Agreement, be directed by the UTI Beneficiary. Any portion of any 2009-B
SUBI Certificate may be set forth on the reverse thereof, in which case the following reference to
the portion of the text on the reverse shall be inserted on the face thereof, in relative proximity
to and prior to the signature of the Titling Trustee executing such 2009-B SUBI Certificate:



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



     In addition, the 2009-B SUBI Certificate will bear a legend to the following effect:



     THIS 2009-B SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE
HOLDER HEREOF, BY PURCHASING THIS 2009-B SUBI CERTIFICATE, AGREES THAT THIS 2009-B SUBI CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A
QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTIONS.



     THIS 2009-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF
(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS
DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS
SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN
THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE
FOREGOING. IF THIS 2009-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) IS PURCHASED OR HELD BY A
GOVERNMENTAL PLAN, FOREIGN PLAN OR ANY OTHER PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF TITLE
I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO REPRESENT AND WARRANT
THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS 2009-B SUBI CERTIFICATE (OR
ANY INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER, OR A
VIOLATION OF, SIMILAR LAW.



5









 





     The 2009-B SUBI Certificate shall be printed, lithographed, typewritten, mimeographed,
photocopied, or otherwise produced or may be produced in any other manner as may, consistently
herewith and with the Titling Trust Agreement, be determined by the UTI Beneficiary. The 2009-B
SUBI Certificate and the interest in the 2009-B SUBI evidenced thereby shall constitute a
“security” within the meaning of Section 8-102(a)(15) of the UCC and a “certificated security”
within the meaning of Section 8-102(a)(4) of the UCC.



     (b) If (i) the 2009-B SUBI Certificate is mutilated and surrendered to the Titling Trustee, or
the Titling Trustee receives evidence to its satisfaction of the destruction, loss, or theft of the
2009-B SUBI Certificate and (ii) there is delivered to the Titling Trustee such security or
indemnity as may reasonably be required by it to hold the Issuing Entity and the Titling Trustee,
as applicable, harmless, then the Titling Trustee shall execute and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen 2009-B SUBI Certificate, a replacement 2009-B
SUBI Certificate. Every 2009-B SUBI Certificate issued pursuant to this Section 12.03(b) in
replacement of any mutilated, destroyed, lost, or stolen 2009-B SUBI Certificate shall constitute
an original additional contractual obligation of the Issuing Entity, whether or not the mutilated,
destroyed, lost, or stolen 2009-B SUBI Certificate shall be at any time enforceable by anyone and
shall be entitled to all of the benefits of the SUBI Trust Agreement equally and proportionately
with any and all other 2009-B SUBI Certificates duly issued hereunder. The provisions of this
Section 12.03(b) are exclusive and preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen 2009-B
SUBI Certificates.



     Section 12.04 Actions and Filings. Each of the UTI Beneficiary and the Titling Trustee
shall undertake all other and future actions and activities as may be deemed reasonably necessary
by the Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the
foregoing allocations of Trust Assets to the 2009-B SUBI, including filing or causing to be filed
UCC financing statements and executing and delivering all related filings, documents or writings as
may be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any
other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Titling
Trustee and the Servicer, and any of their respective officers, employees or agents, as the true
and lawful attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest
and is irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements,
continuation statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed or filed pursuant
to this Section.



     Section 12.05 Termination of the 2009-B SUBI.



     (a) In connection with any purchase by the Servicer of the corpus of the Issuing Entity
pursuant to Article Nine of the Trust Agreement, the succession of the Servicer to the interest in
the 2009-B SUBI represented by the 2009-B SUBI Certificate, or should all of the interest in the
2009-B SUBI thereafter be held by the UTI Beneficiary or the Holders of the UTI Certificates,
whether by transfer, sale, or otherwise, then upon the direction of such Holders, the



6









 







2009-B SUBI shall be terminated, the 2009-B SUBI Certificate shall be returned to the Titling
Trustee and canceled, and the Servicer shall reallocate all 2009-B SUBI Assets to the UTI.



     (b) So long as the Notes are Outstanding, the 2009-B SUBI shall not be dissolved unless (a)
required by law or (b) at the direction of the Holder of the 2009-B SUBI Certificate (but only with
the consent of the Registered Pledgee); provided, however, that upon the sale of
the Owner Trust Estate pursuant to Section 5.04 of the Indenture, this 2009-B SUBI
Supplement shall terminate and the 2009-B SUBI shall be terminated; provided
further, that such termination shall affect the Titling Trust only insofar as such
termination relates to the 2009-B SUBI. Such termination shall not entitle the legal
representatives of the 2009-B SUBI or any Holder of a 2009-B SUBI Certificate to take any action
for a partition or winding up of the Titling Trust or any Trust Assets except with respect to the
2009-B SUBI Assets and the rights, obligations and Liabilities of the parties hereto shall not
otherwise be affected. In connection with the sale of the Owner Trust Estate pursuant to
Section 5.04 of the Indenture, the Registered Pledgee shall have the right to direct the
Holder of the 2009-B SUBI Certificate to dissolve the 2009-B SUBI in accordance with the provisions
of the Indenture, and the 2009-B SUBI Assets shall be distributed out of the Titling Trust at the
direction of the Holder of the 2009-B SUBI Certificate acting in accordance with instructions from
the Registered Pledgee and the purchaser shall take delivery of such 2009-B SUBI Assets. The
Titling Trustee and the other parties hereto shall cooperate with the Owner Trustee or the Titling
Trustee, as applicable, to cause the related 2009-B Vehicles to be retitled as directed by the
purchaser. The proceeds of such sale shall be distributed in the following amounts and priority:



          (i) to the Indenture Trustee, all amounts required to be paid under Section
6.07 of the Indenture, or to the Owner Trustee, all amounts required to be paid under
Section 8.01 of the Trust Agreement, as the case may be;




          (ii) to the Servicer, any Payment Date Advance Reimbursement;




          (iii) to the Servicer, amounts due in respect of unpaid Servicing Fees; and




          (iv) to the Certificate Distribution Account (or, if the Lien of the Indenture is
outstanding, the Note Distribution Account) to be distributed pursuant to Section
5.04(b) of the Indenture.




     Section 12.06 Representations and Warranties of Titling Trustee. The Titling Trustee
hereby reaffirms, as of the Cutoff Date, the representations, warranties and covenants set forth in
Section 5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each
of its permitted assignees, and each Holder or Related Beneficiary of a 2009-B SUBI Certificate
(and beneficial owner of any portion thereof, including the Issuing Entity and the Trust
Certificateholders) may rely. For purposes of this Section, any reference in Section 5.12
of the Titling Trust Agreement to the Titling Trust Agreement shall be deemed to constitute
references to the SUBI Trust Agreement.



     Section 12.07 Transfer and Assignment of Certificates. For purposes of the SUBI Trust
Agreement, the third sentence of Section 3.04(b) of the Titling Trust Agreement is hereby
amended to read as follows:



7









 





     Notwithstanding the foregoing, prior to becoming the Registered Pledgee or Holder of a SUBI
Certificate or otherwise becoming entitled to distributions or any other rights hereunder, the
related transferee, assignee, or pledgee in each case must (i) give a non-petition covenant
substantially similar to that set forth in Section 8.08 of the Titling Trust Agreement and
(ii) execute an agreement in favor of each Holder from time to time of a UTI Certificate and any
certificate evidencing an Other SUBI to release all Claims to the UTI Assets and the related Other
SUBI Assets, respectively, and, if such release is not given effect, to subordinate fully all
Claims it may be deemed to have against the UTI Assets as defined in the Titling Trust Agreement or
such Other SUBI Assets, as the case may be.



     For so long as the 2009-B SUBI Certificate remains outstanding, each Supplement shall contain
a similar amendment with respect to such Section.



ARTICLE THIRTEEN

2009-B SUBI PLEDGE




     Section 13.01 Registration of the 2009-B SUBI Pledge. The parties hereto hereby
acknowledge the Issuing Entity’s pledge, assignment, and grant to the Indenture Trustee, for the
benefit of the holders of the Notes, under the Indenture of a security interest in the 2009-B SUBI
Certificate together with all rights appurtenant thereto and proceeds thereof, to secure the Notes.
The Titling Trustee hereby acknowledges such pledge, assignment, and grant of security interest,
and the Titling Trustee agrees to cause the Indenture Trustee to be listed in the Certificate
Register as the Registered Pledgee of the 2009-B SUBI Certificate. The Issuing Entity has caused
the Titling Trustee to deliver the 2009-B SUBI Certificate to the Indenture Trustee, as Registered
Pledgee, who shall have the rights with respect thereto described herein and in the Indenture.



ARTICLE FOURTEEN

2009-B SUBI ACCOUNTS




     Section 14.01 2009-B SUBI Collection Account.



     (a) With respect to the 2009-B SUBI, the Servicer, shall on or prior to the Closing Date
establish, in the name of the Indenture Trustee until the Outstanding Amount of the Notes is zero,
and thereafter; in the name of the Owner Trustee, for the exclusive benefit of the holders of
interests in the 2009-B SUBI, the 2009-B SUBI Collection Account, which account shall constitute a
SUBI Collection Account. The 2009-B SUBI Collection Account initially shall be established with the
Indenture Trustee, and for so long as the Indenture Trustee has the Required Deposit Rating, shall
be maintained with the Indenture Trustee. If the Indenture Trustee at any time does not have the
Required Deposit Rating, the Servicer shall, with the assistance of the Indenture Trustee, as
necessary, cause such 2009-B SUBI Collection Account to be moved as described in Section
4.02(a) of the Titling Trust Agreement. The 2009-B SUBI Collection Account shall relate solely
to the 2009-B SUBI and the 2009-B SUBI Assets, and funds therein shall not be commingled with any
other monies, except as otherwise provided for in, or contemplated by, the SUBI Trust Agreement or
in the Servicing Agreement. All deposits into the 2009-B SUBI Collection Account shall be made as
described in the Servicing Agreement.



8









 





     (b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the
Indenture Trustee shall make deposits and withdrawals from the 2009-B SUBI Collection Account as
set forth in the 2009-B Servicing Supplement.



     (c) Any transfer of funds to a Holder of a 2009-B SUBI Certificate shall be made as directed
pursuant to the Basic Documents.



     Section 14.02 2009-B Reserve Account.



     (a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the
Issuing Entity, shall on or prior to the Closing Date establish and maintain the Reserve Account
(i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (ii)
thereafter with the Owner Trustee. Deposits to and withdrawals from the Reserve Account shall be
made as directed pursuant to the Basic Documents, including Section 8.04(b) of the
Indenture, Section 8.03 of the 2009-B Servicing Supplement and Section 14.03 of
this 2009-B SUBI Supplement.



     Section 14.03 Investment of Monies in 2009-B SUBI Accounts. All amounts held in the
2009-B SUBI Collection Account and the Reserve Account shall be invested in Permitted Investments
in accordance with Section 4.02(a) of the Titling Trust Agreement. Any investment earnings
on the 2009-B SUBI Collection Account and the Reserve Account will be taxable to the Depositor.



     Section 14.04 No Residual Value Surplus Account or Payahead Account. The parties
hereby acknowledge that there shall be no Residual Value Surplus Account or Payahead Account (as
defined in the Titling Trust Agreement).



ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS




     Section 15.01 Amendment.



     (a) Notwithstanding any provision of the Titling Trust Agreement, the Titling Trust Agreement,
as supplemented by this 2009-B SUBI Supplement, to the extent that it relates solely to the 2009-B
SUBI, may be amended in accordance with this Section 15.01.



     (b) Any term or provision of this 2009-B SUBI 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 adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or
the Owner Trustee shall require the prior written consent of each Persons 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



9









 







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 Indenture Trustee may, but shall not be obliged 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.



     (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 amendment.



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



     (e) 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.



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



     (g) Prior to the execution of any amendment to this 2009-B SUBI Supplement, the Servicer shall
provide an Opinion of Counsel 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 the Notes will properly be characterized as
indebtedness that is secured by the assets of the Issuing Entity.



     (h) None of U.S. Bank National Association, 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 National Association and the Indenture Trustee an Officer’s Certificate to that effect,
and U.S. Bank National Association 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.




10











 





     Section 15.02 Governing Law. This 2009-B SUBI Supplement shall be created under and
governed by and construed under the internal laws of the State of Delaware, without reference to
its conflicts of law provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.



     Section 15.03 Notices. The notice provisions of Section 8.03 of the Titling
Trust Agreement shall apply equally to this 2009-B SUBI Supplement. A copy of each notice or other
writing required to be delivered to the Titling Trustee pursuant to the SUBI Trust Agreement also
shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand or, in the case of mail, email (if an email address is
provided) or facsimile notice, when actually received by the intended recipient, addressed to the
party to be notified, and sent to (i) the Owner Trustee at Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 651-8882),
Attention: Corporate Trust Administration; (ii) the Servicer at One Nissan Way, Franklin, Tennessee
37067 (telecopier no. (615) 725-1720) (email: shishir.bhushan@nissan-usa.com and
mark.wilten@nissan-usa.com), Attention: Treasurer; (iii) the Trust Agent at 209 South LaSalle
Street, Suite 300, Chicago, Illinois 60604, Attention: NILT, Inc. (telecopier no. (312) 325-8905)
(email: patricia.child@usbank.com); or (iv) at such other address as shall be designated by any of
the foregoing in written notice to the other parties hereto.



     Section 15.04 Severability of Provisions. If any one or more of the covenants,
agreements, provisions, or terms of this 2009-B SUBI Supplement (including any amendment hereto)
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of
this 2009-B SUBI Supplement, as the same may be amended, and shall in no way affect the validity or
enforceability of the other provisions of the SUBI Trust Agreement or of the 2009-B SUBI
Certificate or the rights of the Registered Pledgees thereof. To the extent permitted by applicable
law, the parties hereto waive any provision of law that renders any covenant, agreement, provision,
or term of this 2009-B SUBI Supplement invalid or unenforceable in any respect.



     Section 15.05 Effect of Supplement on Titling Trust Agreement.



     (a) Except as otherwise specifically provided herein or unless the context otherwise requires,
(i) the parties hereto shall continue to be bound by all provisions of the Titling Trust Agreement,
(ii) all references in the Titling Trust Agreement to the Titling Trust Agreement shall be to the
SUBI Trust Agreement and (iii) the provisions set forth herein shall operate either as additions to
or modifications of the existing obligations of the parties under the Titling Trust Agreement, as
the context may require. In the event of any conflict between this 2009-B SUBI Supplement and the
Titling Trust Agreement in respect of the 2009-B SUBI, the provisions of this 2009-B SUBI
Supplement shall prevail with respect to the 2009-B SUBI only.



     (b) For purposes of determining the obligations of the parties hereto under this 2009-B SUBI
Supplement with respect to the 2009-B SUBI, except as otherwise indicated by the context, general
references in the Titling Trust Agreement to (i) a SUBI Account shall be deemed to refer more
specifically to a 2009-B SUBI Account, (ii) a SUBI shall be deemed to



11









 







refer more specifically to the 2009-B SUBI, (iii) a SUBI Collection Account shall be deemed to
refer more specifically to the 2009-B SUBI Collection Account, (iv) a SUBI Asset shall be deemed to
refer more specifically to a 2009-B SUBI Asset, (v) a SUBI Supplement shall be deemed to refer more
specifically to this 2009-B SUBI Supplement and (vi) a Servicing Supplement shall be deemed to
refer more specifically to the 2009-B Servicing Supplement.



     Section 15.06 No Petition. Each of the parties hereto and each Holder of a 2009-B SUBI
Certificate, and each Registered Pledgee, by acceptance of a 2009-B SUBI Certificate, covenants and
agrees that prior to the date that is one year and one day after the date upon which all
obligations under each Securitized Financing have been paid in full, it will not institute against,
or join any other Person in instituting against the Grantor, the Depositor, the Titling Trustee,
the Titling Trust, the Issuing Entity , any Special Purpose Affiliate or any Beneficiary, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding
under any federal or state bankruptcy or similar law. This Section shall survive the complete or
partial termination of this 2009-B SUBI Supplement, the resignation or removal of the Titling
Trustee under the SUBI Trust Agreement and the complete or partial resignation or removal of the
Servicer under the SUBI Trust Agreement or the Servicing Agreement.



     Section 15.07 No Recourse. It is expressly understood and agreed by the parties hereto
that with respect to U.S. Bank’s role as trustee of NILT Trust only, and not with respect to its
role as Trust Agent (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.



[Signature Pages to Follow]




12









 








     IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the Titling Trustee, the
Delaware Trustee and, solely for the limited purposes set forth in Sections 14.01,
14.02, 14.03 and 14.04, the Trust Agent, have caused this 2009-B SUBI
Supplement to be duly executed by their respective officers as of the day and year first above
written.



	 	 	 	 	 
	 	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:  	 	 
	 
	  
	 	NILT, INC., as Titling Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	WILMINGTON TRUST COMPANY, as

Delaware Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as

Trust Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-2









 







     Receipt of this original counterpart of this 2009-B SUBI Supplement is hereby acknowledged on
this ___ day of September, 2009.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as

Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-3









 






	 	 	 	 	 



EXHIBIT A




FORM OF 2009-B SUBI CERTIFICATE




THIS 2009-B SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED

EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN




NISSAN — INFINITI LT




2009-B SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE






evidencing a fractional undivided interest in the 2009-B SUBI Assets of
Nissan-Infiniti LT, a statutory trust organized pursuant to the Delaware Statutory
Trust Act (the “Titling Trust”).




(This Certificate does not represent any interest in the UTI Assets or any Other
SUBI Assets of the Issuing Entity or an obligation, of, or interest in, NILT Trust,
Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective
Affiliates.)




THIS 2009-B SUBI CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY
LAW. THE HOLDER HEREOF, BY PURCHASING THIS 2009-B SUBI CERTIFICATE, AGREES THAT THIS 2009-B
SUBI CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, INCLUDING PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.



     THIS 2009-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR ON BEHALF OF
(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS
DEFINED IN SECTION 4975(e)(1) OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS
SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY DEEMED TO HOLD THE “PLAN ASSETS” (WITHIN
THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY OF THE
FOREGOING. IF THIS 2009-B SUBI CERTIFICATE (OR ANY INTEREST HEREIN) IS PURCHASED OR HELD BY A
GOVERNMENTAL PLAN, FOREIGN PLAN OR ANY OTHER PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS



A-1









 







SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), IT SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS 2009-B SUBI CERTIFICATE (OR ANY
INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF,
SIMILAR LAW.


No. R-___



evidencing a 100% interest in all 2009-B SUBI Assets (as defined below).




     This 2009-B Special Unit of Beneficial Interest Certificate does not represent an interest in
or obligation of Nissan Motor Acceptance Corporation, NILT, Inc. or any of their respective
affiliates.



     THIS CERTIFIES THAT                      is the registered owner of a nonassessable, fully-paid,
100% beneficial interest in the 2009-B SUBI Assets owned by the Titling Trust.



     The Titling Trust was created pursuant to the Amended and Restated Trust and Servicing
Agreement, dated as of August 26, 1998 as amended, supplemented or otherwise modified from time to
time, (the “Titling Trust Agreement”), among NILT Trust, a Delaware statutory trust, as
grantor and initial beneficiary (in such capacities, the “Grantor” and the “UTI
Beneficiary,” respectively), NILT, Inc., a Delaware corporation, as trustee (the “Titling
Trustee”), Nissan Motor Acceptance Corporation, a California corporation, as servicer (the
“Servicer”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee
(the “Delaware Trustee”), and U.S. Bank National Association, a national banking
association, as trust agent (the “Trust Agent”).



     This certificate is a duly authorized 2009-B SUBI Certificate, and is issued under and is
subject to the terms, provisions and conditions of the Titling Trust Agreement and the 2009-B SUBI
Supplement thereto, dated as of September 11, 2009 (the “2009-B SUBI Supplement” and, together with
the Titling Trust Agreement, the “SUBI Trust Agreement”). Capitalized terms used herein that are
not otherwise defined shall have the 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 the Grantor and the UTI Beneficiary, the Titling Trust, Nissan
Motor Acceptance Corporation, in its individual capacity, as the Servicer and administrative agent,
Nissan Auto Leasing LLC II (the “Depositor”), the Titling Trustee, Wilmington Trust Company, as
owner trustee and the Delaware Trustee, the Trust Agent and U.S. Bank National Association, as
Trust Agent and as indenture trustee ( the “Indenture Trustee”). By acceptance of this 2009-B SUBI
Certificate, the Holder hereof assents to the terms and conditions of the SUBI Trust Agreement and
agrees to be bound thereby. A summary of certain of the pertinent provisions of the SUBI Trust
Agreement is set forth below.



     The assets of the Titling Trust allocated to the 2009-B SUBI will generally consist of (i)
cash capital, (ii) the 2009-B Leases (iii) the 2009-B Vehicles, (iv) certain related Trust Assets
and (v) all of the Titling Trust’s rights thereunder, including the right to proceeds arising
therefrom or in connection therewith.



A-2









 





     Under the Titling Trust Agreement, from time to time the UTI Beneficiary may direct the
Trustee to issue to or upon the order of the UTI Beneficiary one or more certificates (each, a
“SUBI Certificate”) representing a beneficial interest in certain specified Leased
Vehicles, Leases and related Trust Assets (such assets, the “SUBI Assets”). Upon the
issuance of the SUBI Certificates relating to the SUBI Assets, the beneficial interest in the
Titling Trust and the Trust Assets represented by the UTI shall be reduced by the amount of the
Trust Assets represented by such SUBI Certificates. This certificate was issued pursuant to the
2009-B SUBI Supplement and represents a 100% beneficial interest in the 2009-B SUBI Assets.



     The UTI and the 2009-B SUBI shall each constitute a separate series of the Titling Trust
pursuant to Section 3806(b)(2) of the Delaware Statutory Trust Act for which separate and distinct
records shall be maintained. The 2009-B SUBI Certificate and the interest in the 2009-B SUBI
represented thereby constitutes a “security” within the meaning of Section 8-102(a)(15) of the
Delaware UCC and a “certificated security” within the meaning of Section 8-102(a)(4) of the
Delaware UCC.



     The 2009-B SUBI Supplement may be amended by the parties thereto upon the terms and subject to
the conditions set forth in the 2009-B SUBI Supplement.



     The Holder, by acceptance of this 2009-B SUBI Certificate, covenants and agrees that prior to
the date that is one year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not institute against, or join any other
Person in instituting against, the Grantor, the Depositor, the Titling Trustee, the Titling Trust,
the Issuing Entity , any Beneficiary, any Special Purpose Affiliate, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any
federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI
Trust Agreement, the resignation or removal of the Titling Trustee under the SUBI Trust Agreement
or the complete or partial resignation of the Servicer under the SUBI Trust Agreement or the
Servicing Agreement.



     The Holder hereof hereby (i) expressly waives any claim it may have to any proceeds or assets
of the Titling Trustee and to all of the Trust Assets other than those from time to time included
within the 2009-B SUBI as 2009-B SUBI Assets and those proceeds or assets derived from or earned by
such 2009-B SUBI Assets and (ii) expressly subordinates in favor of the Holder of any certificate
evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI Assets that,
notwithstanding the waiver contained in clause (i), may be determined to exist.



     The Titling Trustee shall keep the certificate register with respect to this 2009-B SUBI
Certificate, and the Holder of this 2009-B SUBI Certificate shall notify the Titling Trustee of any
change of address or instructions on the distribution of funds.



     The 2009-B SUBI shall be deemed dissolved solely with respect to the 2009-B SUBI Assets, and
not as to any Trust Assets allocated to any other Sub-Trust, upon the written direction to the
Titling Trustee by the Holder of the 2009-B SUBI Certificate to revoke and dissolve the 2009-B
SUBI. So long as the Notes are outstanding, the 2009-B SUBI shall not be dissolved except (a) as
required by law or (b) at the direction of the Holder of the 2009-B SUBI



A-3









 







Certificate (but only with the consent of the Registered Pledgee); provided,
however, upon any sale of the Owner Trust Estate pursuant to Section 5.04 of the
Indenture, the Registered Pledgee shall have the right to direct the Holder of the 2009-B SUBI
Certificate to dissolve the 2009-B SUBI in accordance with the provisions of the Indenture. Upon
such dissolution of the Titling Trust with respect to the 2009-B SUBI and delivery of the 2009-B
SUBI Certificate to the Titling Trustee for cancellation, the Titling Trustee shall distribute to
the Holder of the 2009-B SUBI Certificate or its designee all 2009-B SUBI Assets and shall cause
the Certificates of Title to the 2009-B Vehicles to be issued in the name of, or at the direction
of, the Holder of the 2009-B SUBI Certificate (which may include reallocation of the 2009-B SUBI
Assets relating to the 2009-B Vehicles to the UTI). The Holder of the 2009-B SUBI Certificate to
whom such 2009-B SUBI Assets relating to the 2009-B Vehicles are distributed shall pay or cause to
be paid all applicable titling and registration fees and taxes.



     The Titling Trust or the UTI may terminate upon the terms and subject to the conditions set
forth in the SUBI Trust Agreement.



     No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in
the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by
applicable law, any such purported transfer or assignment other than as so specified shall be
deemed null, void, and of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing,
any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred,
assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by
the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or
more trusts or (B) one or more other entities, in either case solely for the purpose of securing or
otherwise facilitating one or more Securitized Financings.



     This 2009-B SUBI Certificate shall be governed by and construed under the internal laws of the
State of Delaware, without reference to its conflicts of law provisions.



     Unless this 2009-B SUBI Certificate shall have been executed by an authorized officer of the
Titling Trustee, by manual signature, this 2009-B SUBI Certificate shall not entitle the holder
hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.



A-4









 





     IN WITNESS WHEREOF, NILT, Inc., as trustee of the Titling Trust and not in its individual
capacity, has caused this 2009-B SUBI Certificate to be duly executed.



     Dated:                     , 2009



	 	 	 	 	 
	 	NISSAN-INFINITI LT

 	 
	 	By:  	                                          NILT, INC.,
 	 
	 	 	as Titling Trustee 	 
	 	 	 	 
	 




(SEAL)



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




ATTEST:



	 	 	 	 	 
	
 	 	 
	 	 
	 	 	 
	 	 	 
	 




     This is the 2009-B SUBI Certificate referred to in the within-mentioned Supplement.



	 	 	 	 	 
	 	NILT, INC., as Titling Trustee


 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



A-5









 






	 	 	 	 	 




     FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto                     
the within 2009-B SUBI Certificate, and all rights thereunder, hereby irrevocably constituting and
appointing                      as attorney to transfer said 2009-B SUBI Certificate on the books of the
certificate registrar, with full power of substitution in the premises.



	 	 	 	 	 
	 	NISSAN AUTO LEASE TRUST 2009-B

 	 
	 	By:  	                                          WILMINGTON TRUST COMPANY
 	 
	 	 	as Owner Trustee 	 
	 	 	 	 
	 
	 	 	 
	Dated: 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-6