Servicing Agreement.
[Signature Pages to Follow]
SUBI Supplement
12
IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the
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 2008-A
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 Managing Trustee
By:
Name:
Title:
NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer
By:
Name:
Title:
NILT, INC., as Trustee
By:
Name:
Title:
WILMINGTON TRUST COMPANY, as Delaware Trustee
By:
Name:
Title:
SUBI Supplement
S-1
U.S. BANK NATIONAL ASSOCIATION, as Trust Agent
By:
Name:
Title:
SUBI Supplement
S-2
Receipt of this original counterpart of this 2008-A SUBI Supplement is
hereby acknowledged on this ___day of April, 2008.
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
Name:
Title:
SUBI Supplement
S-3
EXHIBIT A
SCHEDULE OF 2008-A LEASES AND 2008-A VEHICLES
SUBI Supplement
A-1
EXHIBIT B
FORM OF 2008-A SUBI CERTIFICATE
THIS 2008-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON
THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN
NISSAN - INFINITI LT
2008-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 2008-A 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 2008-A 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 2008-A SUBI
CERTIFICATE, AGREES THAT THIS 2008-A 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 2008-A 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