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 2011-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:
/s/ Patricia M. Child
Name:
Patricia M. Child
Title:
Vice President
NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer
By:
/s/ Steven R. Lambert
Name:
Steven R. Lambert
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/ Dorri Costello
Name:
Dorri Costello
Title:
Financial Services Officer
(NALT 2011-A SUBI Supplement)
S-1
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By:
/s/ Patricia M. Child
Name:
Patricia M. Child
Title:
Vice President
(NALT 2011-A SUBI Supplement)
S-2
Receipt of this original counterpart of this 2011-A SUBI Supplement is
hereby acknowledged on this 25th day of July, 2011.
CITIBANK, N.A.,
as Indenture Trustee
By:
/s/ Jacqueline Suarez
Name:
Jacqueline Suarez
Title:
Vice President
(NALT 2011-A SUBI Supplement)
S-3
EXHIBIT A
FORM OF 2011-A SUBI CERTIFICATE
THIS 2011-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT UPON
THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN
NISSAN - INFINITI LT
2011-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 2011-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 2011-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 2011-A SUBI
CERTIFICATE, AGREES THAT THIS 2011-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 2011-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