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, 2009

EXHIBIT 10.6

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, 2009

TABLE OF CONTENTS


		Page
ARTICLE I.	DEFINITIONS		2
1.01	Definitions		2
1.02	Interpretive Provisions		2

ARTICLE II.	SECURITY INTEREST		3
2.01	Grant of Security Interest		3
2.02	Certificate of Title		3
2.03	Filing of Financing Statements		3
2.04	Use of Collateral		3
2.05	Further Description of the Collateral		4
2.06	Back-Up Rights of Indenture Trustee		4

ARTICLE III.	MISCELLANEOUS		4
3.01	Amendments		4
3.02	Governing Law		5
3.03	Severability of Provisions		5
3.04	Counterparts		5
3.05	Successors and Assigns		5
3.06	Further Assurances		5
3.07	Limitation of Liability of Owner Trustee		6
3.08	Notices		6
3.09	No Petition		6
3.10	No Recourse		6

-i-

BACK-UP SECURITY AGREEMENT

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 (“XXXX 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.

RECITALS

WHEREAS, NILT Trust, as the grantor and the initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary”), NMAC, as servicer (the “Servicer”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”) and U.S. Bank, as trust agent (the “Trust Agent”), have entered into an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), pursuant to which the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

WHEREAS, the parties to the Titling Trust Agreement supplemented the Titling Trust Agreement with the 2009-B SUBI Supplement, dated as of September 11, 2009 (together with the Titling Trust Agreement, the “SUBI Trust Agreement”), to establish a special unit of beneficial interest, the “2009-B SUBI” (“2009-B SUBI”);

WHEREAS, in connection with the SUBI Trust Agreement a separate portfolio of leases (the “2009-B Leases”), the vehicles that are leased under the 2009-B Leases (the “2009-B Vehicles”), and certain other related Trust Assets have been allocated to the 2009-B SUBI;

WHEREAS, the Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2009-B SUBI (the “2009-B SUBI Certificate”) to NILT Trust;

WHEREAS, the Issuing Entity was formed pursuant to a trust agreement, dated as of August 18, 2009, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 11, 2009 (the “Trust Agreement”), each between XXXX II, as depositor (the “Depositor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”);

WHEREAS, pursuant to the SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (the “SUBI Certificate Transfer Agreement”), between NILT Trust as transferor, and XXXX II, as transferee, NILT Trust has sold, transferred and assigned to XXXX II, without recourse, all of NILT Trust’s right, title and interest in the 2009-B SUBI Certificate;

WHEREAS, pursuant to the Trust SUBI Certificate Transfer Agreement, dated as of September 11, 2009 (the “Trust SUBI Certificate Transfer Agreement”), between XXXX II, as transferor, and the Issuing Entity, as transferee, the Depositor has sold, transferred and assigned to the Issuing Entity, without recourse, all of the Depositor’s right, title and interest in the 2009-B SUBI Certificate;

WHEREAS, pursuant to the Indenture, the Issuing Entity has pledged and granted a security interest in the 2009-B SUBI Certificate to the Indenture Trustee to secure payment of the Notes;

WHEREAS, the parties hereto desire to enter into this Agreement to provide that if, for any reason, the form of any of the transactions contemplated by the SUBI Trust Agreement, the 2009-B SUBI Certificate, the Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement or the Indenture (collectively, the “Transfer Documents”) is deemed to constitute a loan by any or all of the Securityholders, secured by a pledge of the 2009-B SUBI Assets or any interest therein (rather than by the 2009-B SUBI Certificate), each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Issuing Entity shall be deemed to have granted to the Indenture Trustee a first priority security interest in such assets to secure the Notes.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

1.01 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 11, 2009, by and among the Issuing Entity, NILT Trust, the Titling Trust, NMAC, in its individual capacity, as the Servicer and as administrative agent (in such capacity, the “Administrative Agent”), XXXX II, the Titling Trustee, the Owner Trustee, the Delaware Trustee, the Trust Agent and the Indenture Trustee.

1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iii) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation”, (v) the term “or” shall include “and/or” and (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC.

ARTICLE II.

SECURITY INTEREST

2.01 Grant of Security Interest.

(a) Each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Issuing Entity hereby grants to the Indenture Trustee a security interest in all of its present and future right, title and interest in, to and under (but not, except to the extent required by law, any obligations with respect to) the following collateral: (i) a 100% beneficial interest in (A) all rights under the 2009-B Leases; (B) to the extent permitted by applicable law, the 2009-B Vehicles; (C) all other 2009-B SUBI Assets, including the 2009-B SUBI Collection Account; and (D) all proceeds of the items described in clauses (i) (A), (B) and (C), including insurance payable by reason of loss or damage to the 2009-B Vehicles to the extent not applied to making repairs to the related 2009-B Vehicle or otherwise paid by the Servicer to the Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices; (ii) the Reserve Account; and (iii) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property or other property consisting of, arising from or related to the foregoing (collectively, the “Collateral”). Such grant is made to secure (i) the payment of all amounts due on the Securities in accordance with their terms in the priorities of payment set forth in the Indenture, (ii) the payment of all other sums payable under the Indenture and (iii) compliance with the provisions of the Indenture.

(b) The Indenture Trustee acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. The Indenture Trustee also acknowledges that it shall have no claim to any proceeds or assets of the Titling Trust or to any of the Trust Assets other than the 2009-B SUBI Assets and any present or future proceeds thereof.

2.02 Certificate of Title. None of the parties hereto, including the Titling Trust, shall have any obligation or otherwise be required to make notation on, or cause to be taken any other action with respect to, any Certificate of Title for any 2009-B Vehicle to reflect the back-up Lien created hereby.

2.03 Filing of Financing Statements. Each of NMAC, the Titling Trust, NILT Trust, the Depositor and the Issuing Entity will from time to time execute, deliver and file all financing statements and continuation statements reasonably required or necessary to maintain, perfect or continue the perfection of the backup Lien created hereby with respect to the 2009-B Leases and the proceeds thereof and any other Collateral, the perfection of a security interest in which may be accomplished and continued by the same filings.

2.04 Use of Collateral. Each of the parties granting a security interest hereunder may continue to use and deal with its interest in the Collateral in any lawful manner and may sell items of Collateral in the ordinary course of its business, subject only to the requirements of the Transfer Documents and the Servicing Agreement, as appropriate.

2.05 Further Description of the Collateral. A description of the 2009-B Leases and the 2009-B Vehicles appears on the Schedule of 2009-B Leases and 2009-B Vehicles.

2.06 Back-Up Rights of Indenture Trustee. If a Back-Up Event shall have occurred and be continuing, the Indenture Trustee may exercise the rights and remedies with respect to the Collateral of a secured party under the UCC to the extent permitted by applicable law. Notwithstanding any other provision hereof, the Indenture Trustee shall have recourse only against the Collateral and not against any Pledgor hereunder (excluding responsibilities of NMAC solely as Servicer).

ARTICLE III.

MISCELLANEOUS

3.01 Amendments.

(a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer or the Depositor delivered to the Indenture Trustee, materially and adversely affect the interests of the Noteholders and (ii) any amendment that adversely affects the interests of the Trust Certificateholders, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment and the Officer’s Certificate described in the preceding sentence is provided to the Indenture Trustee. The consent of the Trust Certificateholders or the Owner Trustee shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee may, but shall not be obligated to, enter into or consent to any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Agreement or otherwise.

(b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

(d) Notwithstanding anything herein to the contrary, any term or provision of this Agreement may be amended by the Servicer or the Depositor without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied the Officer’s Certificate described in Section 3.01(a)(i)(B) is delivered to the Indenture Trustee.

(e) Prior to the execution of any amendment to this Agreement, the Servicer shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the Servicer shall furnish a copy of such amendment to each Rating Agency, the Trust Certificateholders, the Indenture Trustee and the Owner Trustee.

(f) None of U.S. Bank National Association, as trustee of NILT Trust and as Trust Agent, NILT, Inc., nor the Indenture Trustee shall be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Servicer shall deliver to a Responsible Officer of the Indenture Trustee and U.S. Bank National Association an Officer’s Certificate to that effect, and U.S. Bank National Association and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

3.02 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York).

3.03 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

3.04 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

3.05 Successors and Assigns. All covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

3.06 Further Assurances. Each party will perform such acts and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

3.07 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Ten of the Trust Agreement.

3.08 Notices. All notices, requests and demands under this Agreement shall be given in accordance with Section 11.04 of the Indenture. The address for such purpose of (i) the Titling Trust shall be c/o NILT, Inc., as Titling Trustee, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx XX 00000 (telecopier no. (000) 000-0000) (email: xxxxxxxx.xxxxx@xxxxxx.xxx), Attention: Nissan Auto Lease Trust 2009-B; (ii) NMAC, at Xxx Xxxxxx Xxx, Xxxxxxxx, Xxxxxxxxx 00000 (telecopier no. (000) 000-0000) (email: xxxxxxx.xxxxxxx@xxxxxx-xxx.xxx and xxxx.xxxxxx@xxxxxx-xxx.xxx), Attention: Treasurer; (iii) NILT Trust, at Xxx Xxxxxx Xxx, Xxxxxxxx, Xxxxxxxxx 00000 (telecopier No. (000) 000-0000) (email: xxxxxxx.xxxxxxx@xxxxxx-xxx.xxx and xxxx.xxxxxx@xxxxxx-xxx.xxx), Attention Treasurer; and (iv) XXXX II, at Xxx Xxxxxx Xxx, Xxxxxxxx, Xxxxxxxxx 00000 (telecopier no. (000) 000-0000) (email: xxxxxxx.xxxxxxx@xxxxxx-xxx.xxx and xxxx.xxxxxx@xxxxxx-xxx.xxx), Attention Treasurer.

3.09 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Grantor, the Depositor, the Trustee, the Titling Trust, the Issuing Entity, any other Special Purpose Affiliate or any Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

3.10 No Recourse.

(a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by U.S. Bank, not individually or personally, but solely as trustee of NILT Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of NILT Trust, is made and intended not as personal representations, undertakings, and agreements by U.S. Bank, but is made and intended for the purpose of binding only NILT Trust, (iii) nothing herein contained shall be construed as creating any liability on U.S. Bank, individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall U.S. Bank be personally liable for the payment of any indebtedness or expenses of NILT Trust under this Agreement or any other related documents.

(b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by NILT, Inc., not individually or personally, but solely as Titling Trustee of Nissan-Infiniti LT, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings, and agreements herein made on the part of Nissan-Infiniti LT, is made and intended not as personal representations, undertakings, and agreements by NILT, Inc., but is made and intended for the purpose of binding only Nissan-Infiniti LT, (iii) nothing herein contained shall be construed as creating any liability on NILT, Inc., individually or personally, to perform any covenant, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall NILT, Inc. be personally liable for the payment of any indebtedness or expenses of Nissan-Infiniti LT under this Agreement or any other related documents.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereto duly authorized, as of the day and year first above written.


	NISSAN MOTOR ACCEPTANCE CORPORATION
	By:
		Name:
		Title:

	NISSAN-INFINITI LT
	By:	NILT, INC., as Titling Trustee

	By:
		Name:
		Title:

	NILT TRUST
	By:	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	By:
		Name:
		Title:

	NISSAN AUTO LEASING LLC II
	By:
		Name:
		Title:

S-1


	NISSAN AUTO LEASE TRUST 2009-B
	By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee

	By:
		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By:
		Name:
		Title:

S-2

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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, 2009

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