Nissan Auto Lease Trust 2012-A Sample Contracts

NISSAN AUTO LEASING LLC II, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of March 21, 2012
Trust Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 21, 2012, is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and Wilmington Trust, National Association, a national banking association with trust powers (“Wilmington Trust”), as trustee (the “Owner Trustee”).

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NISSAN AUTO LEASE TRUST 2012-A, 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 March 21, 2012
Trust Administration Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • New York

This Trust Administration Agreement, dated as of March 21, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Auto Lease Trust 2012-A, 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”).

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NISSAN AUTO LEASE TRUST 2012-A LIBOR + 0.16% Asset Backed Notes, Class A-2b UNDERWRITING AGREEMENT
Underwriting Agreement • March 16th, 2012 • Nissan Auto Lease Trust 2012-A • 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated (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 $170,000,000 aggregate principal amount of 0.34378% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $150,000,000 aggregate principal amount of 0.68% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”), $350,000,000 aggregate principal amount of LIBOR + 0.16% Asset Backed Notes, Class A-2b (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), $380,000,000 aggregate principal amount of 0.98% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $60,870,000 aggregate principal amount of 1.13% Asset B

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LIMITED LIABILITY COMPANY AGREEMENT OF NISSAN AUTO LEASING LLC II
Limited Liability Company Agreement • June 28th, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • Delaware

This Limited Liability Company Agreement of Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Company”), dated as of October 29, 2001, is entered into by Nissan Motor Acceptance Corporation, a California corporation, as the sole member (“NMAC” or the "Member"), and H. Edward Matveld and Cheryl A. Lawrence, as the Independent Managers.

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AGREEMENT OF DEFINITIONS by and among NISSAN MOTOR ACCEPTANCE CORPORATION NISSAN AUTO LEASING LLC II NISSAN AUTO LEASE TRUST 2012-A NISSAN-INFINITI LT NILT TRUST NILT, INC. WILMINGTON TRUST, NATIONAL ASSOCIATION WILMINGTON TRUST COMPANY Dated as of...
Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • New York

This Agreement of Definitions (as amended, supplemented or otherwise modified from time to time, this “Agreement of Definitions”), dated as of March 21, 2012, is by and among Nissan Auto Lease Trust 2012-A, 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), and as transferor, 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, National Association, a national banking association with trust powers, as owner trustee (the “Owner Trustee”)

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NILT TRUST, as Transferor, and NISSAN AUTO LEASING LLC II, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of March 21, 2012
Transfer Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • New York

This SUBI Certificate Transfer Agreement, dated as of March 21, 2012 (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”).

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NISSAN AUTO LEASING LLC II, as Depositor, and NISSAN AUTO LEASE TRUST 2012-A, as Transferee TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of March 21, 2012
Transfer Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • New York

This Trust SUBI Certificate Transfer Agreement, dated as of March 21, 2012 (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 2012-A, a Delaware statutory trust (the “Issuing Entity”), as transferee (in such capacity, the “Transferee”).

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NISSAN AUTO LEASE TRUST 2012-A, 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 March 21, 2012
Control Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • New York

This Control Agreement, dated as of March 21, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is among Nissan Auto Lease Trust 2012-A, 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 March 21, 2012 (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee.

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NISSAN-INFINITI LT, as Titling Trust, NILT TRUST, as Grantor and UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, 2012-A SUBI SERVICING SUPPLEMENT Dated as of March 21, 2012
Basic Servicing Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • California

This 2012-A SUBI Servicing Supplement, dated as of March 21, 2012 (as amended, supplemented or otherwise modified, this “2012-A 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”).

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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 as Trust Agent SUPPLEMENT Dated as of March 21, 2012
Titling Trust Agreement • March 21st, 2012 • Nissan Auto Lease Trust 2012-A • Asset-backed securities • Delaware

This 2012-A SUBI Supplement, dated as of March 21, 2012 (as amended, supplemented or otherwise modified from time to time, this “2012-A 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 corporation with trust powers, 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”).

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