WILMINGTON TRUST COMPANY, as Delaware
Trustee
By:
J. Christopher Murphy
Name: J. Christopher Murphy
Title: Financial Services Officer
U.S. BANK NATIONAL ASSOCIATION, as Trust
Agent
By:
Patricia M. Child
Name: Patricia M. Child
Title: Vice President
S-1
SUBI Supplement
Receipt of this original counterpart of this 2006-A SUBI Supplement is
hereby acknowledged on this ___ day of November 2006.
U.S. BANK NATIONAL ASSOCIATION, as
Indenture Trustee
By:
Patricia M. Child
Name:
Patricia M. Child
Title:
Vice President
S-2
SUBI Supplement
EXHIBIT A
SCHEDULE OF 2006-A LEASES AND 2006-A VEHICLES
A-1
SUBI Supplement
EXHIBIT B
FORM OF 2006-A SUBI CERTIFICATE
THIS 2006-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON
THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN
NISSAN - INFINITI LT
2006-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 2006-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 2006-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 2006-A SUBI
CERTIFICATE, AGREES THAT THIS 2006-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 2006-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 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 2006-A 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 TITLE