Common use of Limitations on Purposes Clause in Contracts

Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “Receivables”); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the “Collateral”); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Pooling Agreements”) to be entered into by, among others, the Company, the trustee or other representative named therein (the “Trustee”) and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates or other securities (collectively, the “Certificates”) issued by the Trusts under the related Pooling Agreements; (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the “Notes” and together with the Certificates, the “Securities”); (viii) sell and issue Securities secured by the SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the rights and privileges of any Securities, including any class Securities that may be subordinate to any other class of Securities; (x) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company’s interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agency, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior notice and copies of the related instruments and agreements are provided to such Rating Agency. The Company, and the Member, or any Manager or Officer on behalf of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the “Trust”); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company and certain affiliates of Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated (collectively, the “Purchase Agreements”); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.

Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “Receivables”); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the “Collateral”); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Pooling Agreements”) to be entered into by, among others, the Company, the trustee or other representative named therein (the “Trustee”) and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates or other securities (collectively, the “Certificates”) issued by the Trusts under the related Pooling Agreements; (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the “Notes” and together with the Certificates, the “Securities”); (viii) sell and issue Securities secured by the SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the rights and privileges of any Securities, including any class Securities that may be subordinate to any other class of Securities; (x) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company’s interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agency, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior notice and copies of the related instruments and agreements are provided to such Rating Agency. The Company, and the Member, or any Manager or Officer on behalf of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the “Trust”); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company and certain affiliates of Xxxxxxx XxxxxMxxxxxx Lxxxx, Xxxxxx Pxxxxx Xxxxxx & Xxxxx Sxxxx Incorporated (collectively, the “Purchase Agreements”); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.

Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “Receivables”); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the “Collateral”); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Pooling Agreements”) to be entered into by, among others, the Company, the trustee or other representative named therein (the “Trustee”) and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates or other securities (collectively, the “Certificates”) issued by the Trusts under the related Pooling Agreements; (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the “Notes” and together with the Certificates, the “Securities”); (viii) sell and issue Securities secured by the SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the rights and privileges of any Securities, including any class Securities that may be subordinate to any other class of Securities; (x) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company’s interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agency, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior notice and copies of the related instruments and agreements are provided to such Rating Agency. The Company, and the Member, or any Manager or Officer on behalf of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the “Trust”); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company and certain affiliates of Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated (collectively, the “Purchase Agreements”); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.subordinated

Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “Receivables”); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the “Collateral”); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Pooling Agreements”) to be entered into by, among others, the Company, the trustee or other representative named therein (the “Trustee”) and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates or other securities (collectively, the “Certificates”) issued by the Trusts under the related Pooling Agreements; (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the “Notes” and together with the Certificates, the “Securities”); (viii) sell and issue Securities secured by the SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the rights and privileges of any Securities, including any class of Securities that may be subordinate to any other class of Securities; (x) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company’s interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agency, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior notice and copies of the related instruments and agreements are provided to such Rating Agency. The Company, and the Member, or any Manager or Officer on behalf of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the “Trust”); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company Company, and certain affiliates of Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated (collectively, the “Purchase Agreements”); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.

Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “"Receivables”"); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “"SUBIs”"), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the “"Collateral”"); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “"Trusts”") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “"Pooling Agreements”") to be entered into by, among others, the Company, the trustee or other representative named therein (the “"Trustee”") and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates or other securities (collectively, the “"Certificates”") issued by the Trusts under the related Pooling Agreements; (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the “"Notes” " and together with the Certificates, the “"Securities”"); (viii) sell and issue Securities secured by the SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “"Purchase Agreements”"); (ix) hold and enjoy all of the rights and privileges of any Securities, including any class of Securities that may be subordinate to any other class of Securities; (x) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company’s 's interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xii) engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agency, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior notice and copies of the related instruments and agreements are provided to such Rating Agency. The Company, and the Member, or any Manager or Officer on behalf of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the “"Trust”"); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company Company, and certain affiliates of Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated (collectively, the “"Purchase Agreements”"); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.

Limitations on Purposes. Notwithstanding Notwithstanding, Section 3.01 above, the purpose of the Company is limited to the following purposes purposes, and activities incident and necessary or convenient to accomplish the following purposes: (i) to acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates Toyota Motor Credit Corporation ("TMCC") all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-light duty trucks)) and industrial equipment, moneys due thereunder, security interests in the vehicles or industrial equipment financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “"Receivables”"); , (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIsReceivables, the any collateral securing the Receivables and SUBIs, related insurance policiesReceivables, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets TMCC and any proceeds or further rights associated with any of the foregoing (collectively, "Collateral"); (iii) to transfer Receivables and related Collateral to grantor trusts, owner trusts or similar special purpose entities (the “Collateral”"Trusts") to be formed pursuant to Pooling and Servicing Agreements or similar agreements (the "Pooling Agreements") to be entered into by and among TMCC, as services, the Company, and the trustee named therein (the "Trustee"); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Pooling Agreements”) to be entered into by, among others, the Company, the trustee or other representative named therein (the “Trustee”) and any Person acting as servicer of the Receivables or SUBIs; (v) authorize, sell and deliver any class of certificates asset-backed certificates, notes or other securities (collectively, the “Certificates”) issued by the Trusts under the related Pooling Agreements; Agreements or Indentures (vi) acquire from NMAC Certificates issued by one or more Trusts to which NMAC or one of its subsidiaries transferred Receivables; (vii) issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured by or collateralized by one or more pools of Receivables, SUBIs, Collateral or Certificates (collectively, the “Notes” and together with the Certificates, the “"Securities”"); (viiiv) sell and issue Securities secured by the SUBIs or the Receivables and related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”); (ix) hold and enjoy all of the rights and privileges of any SecuritiesSecurities issued by the Trusts to, including any class Securities that may be subordinate to any other class of Securitiesthe Company under the related Pooling Agreements; (xvi) loan to or borrow from affiliates or others or otherwise invest or apply funds received as a result of the Company’s interest in any Securities and any other income, as determined by the Board of Managers from time to time; (xi) perform its obligations under the Pooling Agreements and Purchase Agreements, including entering into one or more interest rate cap agreements to the extent permitted by and in accordance with the terms of such Pooling Agreements or Purchase Agreements; and (xiivii) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into of interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements. So long as any outstanding debt of the Company or Securities are rated by any Rating Agencynationally recognized statistical rating organization, the Company shall not issue unsecured notes or otherwise borrow money (except as provided in the foregoing paragraph) unless (a) the Company has made a written request to the related Rating Agency nationally recognized rating organization to issue unsecured notes or incur borrowings and such notes or borrowings are rated by the related Rating Agency nationally recognized rating organization the same as or higher than the rating afforded any outstanding rated debt or Securities, or (b) such notes or borrowings (1) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) or are nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings, and (2) where such notes or borrowings are secured by the rated debt or Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Securities) to such rated debt or Securities, and in either case prior 10 days notice and copies of the related instruments and agreements are provided to such Rating Agency. The Companynationally recognized statistical rating organization, and which shall not have notified the MemberCompany that such action might or would result in the qualification, reduction or any Manager or Officer on behalf withdrawal of the Company, may enter into: (i) an Amended and Restated Trust Agreement between the Company and Wilmington Trust Company, as owner trustee, establishing the Nissan Auto Lease Trust 2001-A (the “Trust”); (ii) a Trust Administration Agreement among the Trust, NMAC, as administrative agent, the Company, and U.S. Bank National Association, as indenture trustee; (iii) a Trust SUBI Certificate Transfer Agreement between the Company and the Trust; (iv) a SUBI Certificate Transfer Agreement between the Company and NILT Trust, a Delaware business trust; (v) a Back-up Security Agreement among NMAC, Nissan-Infiniti LT, a Delaware business trust, NILT Trust, the Company, the Trust and U.S. Bank National Association; (vi) a Control Agreement among the Company, the Trust, an indenture trustee and a securities intermediary; (vii) a Purchase Agreement among NMAC, the Company, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of certain financial institutions as initial purchasers, and one or more forms of Purchase Agreements between NMAC, the Company and certain affiliates of Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated (collectively, the “Purchase Agreements”); and (viii) all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without ratings it has currently assigned to any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Companyoutstanding Securities.