NISSAN AUTO LEASE TRUST 2009-B, NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent, NISSAN AUTO LEASING LLC II, as Depositor, and U.S. Bank National Association, as Indenture Trustee TRUST ADMINISTRATION AGREEMENT Dated as of September 11, 2009Trust Administration Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
This Trust Administration Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Auto Lease Trust 2009-B, a Delaware statutory trust (the “Issuing Entity”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”).
NISSAN AUTO LEASE TRUST 2009-B $213,000,000 0.41035% Asset Backed Notes, Class A-1 $308,000,000 1.22% Asset Backed Notes, Class A-2 $423,000,000 2.07% Asset Backed Notes, Class A-3 $80,850,000 2.65% Asset Backed Notes, Class A-4 UNDERWRITING AGREEMENTDepositor LLC Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), hereby confirm their agreement with J.P. Morgan Securities Inc. (the “Representative”) and the several underwriters named in Schedule A hereto (together with the Representative, collectively, the “Underwriters”) with respect to the purchase by the Underwriters of $213,000,000 aggregate principal amount of 0.41035% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $308,000,000 aggregate principal amount of 1.22% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $423,000,000 aggregate principal amount of 2.07% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $80,850,000 aggregate principal amount of 2.65% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes are referred to herein as the “Notes”), of Nissan Auto
NISSAN AUTO LEASE TRUST 2009-B, U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and as Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary CONTROL AGREEMENT Dated as of September 11, 2009Control Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
This Control Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is among Nissan Auto Lease Trust 2009-B, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuing Entity”), U.S. Bank National Association, a national banking association (“U.S. Bank”), in its capacity as securities intermediary (the “Securities Intermediary”), and in its capacity as indenture trustee (the “Indenture Trustee”) on behalf of the holders of the Notes (the “Secured Party”) under the Indenture, dated as of September 11, 2009 (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee.
NISSAN AUTO LEASING LLC II, as Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of September 11, 2009Trust Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • Delaware
certificate substantially in the form attached hereto as Annex 1 or Annex 2, as applicable and (B) acquiring the Certificates for its own account or for the account of an investor of the type described in clause (A) above as to each of which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Certificates for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or “Blue Sky” laws of any state.
NISSAN-INFINITI LT, as Titling Trust, NILT TRUST, as Grantor and UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, 2009-B SUBI SERVICING SUPPLEMENT Dated as of September 11, 2009Basic Servicing Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • California
This 2009-B SUBI Servicing Supplement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified, this “2009-B Servicing Supplement”), is among Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), and Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”).
NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 2009-B, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee BACK-UP SECURITY AGREEMENT Dated as of September 11, 2009Security Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust (“NILT Trust”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), Nissan Auto Lease Trust 2009-B, a Delaware statutory trust (the “Issuing Entity”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as trustee (the “Indenture Trustee”) under the Indenture, dated as of September 11, 2009 (the “Indenture”), between the Issuing Entity and the Indenture Trustee.
AGREEMENT OF DEFINITIONS by and among NISSAN MOTOR ACCEPTANCE CORPORATION NISSAN AUTO LEASING LLC II NISSAN AUTO LEASE TRUST 2009-B NISSAN-INFINITI LT NILT TRUST NILT, INC. WILMINGTON TRUST COMPANY Dated as of September 11, 2009Agreement of Definitions • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
This Agreement of Definitions (as amended, supplemented or otherwise modified, this “Agreement of Definitions”), dated as of September 11, 2009, is by and among Nissan Auto Lease Trust 2009-B, as issuer (the “Issuing Entity”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), Wilmington Trust Company, a Delaware banking corporation, as owner trustee and Delaware trustee (in such capacity, the “Owner Trustee” and the “Delaware Trustee,
NILT TRUST, as Grantor and UTI Beneficiary, NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, NILT, INC., as Titling Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Trust AgentTitling Trust Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • Delaware
This 2009-B SUBI Supplement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “2009-B SUBI Supplement”), is among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer, (the “Servicer”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), as trust agent (the “Trust Agent”).
NISSAN AUTO LEASING LLC II, as Depositor, and NISSAN AUTO LEASE TRUST 2009-B, as Transferee TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of September 11, 2009Certificate Transfer Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
This Trust SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and Nissan Auto Lease Trust 2009-B, a Delaware statutory trust (the “Issuing Entity”), as transferee (in such capacity, the “Transferee”).
NILT TRUST, as Transferor, and NISSAN AUTO LEASING LLC II, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of September 11, 2009Certificate Transfer Agreement • September 3rd, 2009 • Nissan Auto Lease Trust 2009-B • Asset-backed securities • New York
This SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is between NILT Trust, a Delaware statutory trust (“NILT Trust”), as transferor (the “Transferor”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as transferee (the “Transferee”).
