Patricia M. Child Title:
Vice President
NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer
By:
/s/ Mark Kaczynski
Name:
Mark Kaczynski Title:
President
NILT, INC.,
as Titling Trustee
By:
/s/ Patricia M. Child
Name:
Patricia M. Child Title:
President
WILMINGTON TRUST COMPANY,
as Delaware Trustee
By:
/s/ Jeanne M. Oller
Name:
Jeanne M. Oller Title:
Assistant Vice President
S-1
(NALT 2012-A SUBI Supplement)
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By:
/s/ Patricia M. Child
Name:
Patricia M. Child Title:
Vice President
S-2
(NALT 2012-A SUBI Supplement)
Receipt of this original counterpart of this 2012-A SUBI Supplement is hereby
acknowledged on this
day of March, 2012.
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee By:
/s/ Patricia M. Child
Name:
Patricia M. Child Title:
Vice President
S-3
(NALT 2012-A SUBI Supplement)
EXHIBIT A
FORM OF 2012-A SUBI CERTIFICATE
THIS 2012-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON THE
TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN
NISSAN - INFINITI LT
2012-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 2012-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 2012-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 2012-A SUBI
CERTIFICATE, AGREES THAT THIS 2012-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 2012-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.