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-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 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-A SUBI Supplement is
hereby acknowledged on this ___ day of June, 2009.
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:
Name:
Title:
S-3
EXHIBIT A
FORM OF 2009-A SUBI CERTIFICATE
THIS 2009-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED
EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN
NISSAN - INFINITI LT
2009-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 2009-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 2009-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 2009-A SUBI
CERTIFICATE, AGREES THAT THIS 2009-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