Exhibit 10.3
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NILT TRUST,
as Grantor and UTI Beneficiary,
NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer,
NILT, INC.,
as Trustee,
WILMINGTON TRUST COMPANY,
as Delaware Trustee,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
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2005-A SUBI
SUPPLEMENT
Dated as of __________, 2005
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ARTICLE ELEVEN DEFINITIONS.......................................................................2
Section 11.01 Definitions.......................................................................2
Section 11.02 Interpretive Provisions...........................................................2
Section 11.03 Rights in Respect of the 2005-A SUBI..............................................3
ARTICLE TWELVE CREATION OF THE 2005-A SUBI.......................................................3
Section 12.01 Creation of 2005-A SUBI Assets and the 2005-A SUBI................................3
Section 12.02 Transfer of 2005-A SUBI Interests.................................................3
Section 12.03 Issuance and Form of 2005-A SUBI Certificate......................................4
Section 12.04 Actions and Filings...............................................................6
Section 12.05 Termination of the 2005-A SUBI....................................................6
Section 12.06 Representations and Warranties of Trustee.........................................7
Section 12.07 Transfer and Assignment of Certificates...........................................7
ARTICLE THIRTEEN 2005-A SUBI PLEDGE................................................................7
Section 13.01 Registration of the 2005-A SUBI Pledge............................................7
ARTICLE FOURTEEN 2005-A SUBI ACCOUNTS..............................................................7
Section 14.01 2005-A SUBI Collection Account....................................................8
Section 14.02 2005-A Reserve Account............................................................8
Section 14.03 Investment of Monies in 2005-A SUBI Accounts......................................8
Section 14.04 No Residual Value Surplus Account or Payahead Account.............................8
ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS..........................................................8
Section 15.01 Amendment.........................................................................8
Section 15.02 Governing Law....................................................................10
Section 15.03 Notices..........................................................................10
Section 15.04 Severability of Provisions.......................................................10
Section 15.05 Effect of Supplement on Titling Trust Agreement..................................10
Section 15.06 No Petition......................................................................11
EXHIBITS
Exhibit A - Schedule of 2005-A Leases and 2005-A Leased Vehicles................................... A-1
Exhibit B - Form of 2005-A SUBI Certificate........................................................ B-1
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2005-A SUBI SUPPLEMENT
This 2005-A SUBI Supplement, dated as of __________, 2005 (as amended,
supplemented or otherwise modified from time to time, this "2005-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 (in such capacity, the "Servicer"), NILT,
Inc., a Delaware corporation, as trustee (the "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 (in such capacity, the "Trust Agent").
RECITALS
A. Pursuant to the Amended and Restated Trust and Servicing Agreement,
dated as of August 26, 1998 (the "Titling Trust Agreement"), among the parties
hereto, Nissan-Infiniti LT, a Delaware statutory trust (the "Titling Trust"),
was formed to take assignments and conveyances of and hold in trust various
assets (the "Trust Assets");
B. The UTI Beneficiary, the Servicer and the Titling Trust have entered
into the SUBI Servicing Agreement, dated as of March 1, 1999 (the "Basic
Servicing Agreement"), which provides for, among other things, the servicing of
the Trust Assets by the Servicer;
C. Pursuant to the Titling Trust Agreement, from time to time the
Trustee, on behalf of the Titling Trust and at the direction of the UTI
Beneficiary, will identify and allocate on the books and records of the Titling
Trust certain Trust Assets and create and issue one or more special units of
beneficial interest (each, a "SUBI"), the beneficiaries of which generally will
be entitled to the net cash flows arising from the corresponding Trust Assets;
D. The parties hereto desire to supplement the Titling Trust Agreement
(as so supplemented by this 2005-A SUBI Supplement, the "SUBI Trust Agreement")
to create a SUBI (the "2005-A SUBI");
E. The parties hereto desire to identify and allocate to the 2005-A
SUBI a separate portfolio of Trust Assets consisting of leases (the "2005-A
Leases"), the vehicles that are leased under the 2005-A Leases (the "2005-A
Vehicles"), and certain other related assets;
F. The parties hereto also desire to issue to NILT Trust a certificate
evidencing a 100% beneficial interest in the 2005-A SUBI (the "2005-A SUBI
Certificate").
G. NILT Trust will transfer the 2005-A SUBI Certificate to Nissan Auto
Leasing LLC II ("XXXX II") pursuant to the SUBI Certificate Transfer Agreement,
dated as of __________, 2005 (the "SUBI Certificate Transfer Agreement"),
between NILT Trust and XXXX II. XXXX II will further transfer the 2005-A SUBI
Certificate to Nissan Auto Lease Trust 2005-A (the "Trust") pursuant to the
Trust SUBI Certificate Transfer Agreement, dated as of __________, 2005 (the
"Trust SUBI Certificate Transfer Agreement"), between XXXX II, as transferor
(the "Transferor") and the Trust, as transferee.
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H. Pursuant to the Indenture, dated as of __________, 2005 (the
"Indenture"), between the Trust, as issuer (the "Issuer"), and U.S. Bank, as
Indenture Trustee (the "Indenture Trustee"), the Issuer will (i) issue
$219,700,000 aggregate principal amount of ____% Asset Backed Notes, Class A-1
(the "Class A-1 Notes"), $242,000,000 aggregate principal amount of ____% Asset
Backed Notes, Class A-2 (the "Class A-2 Notes"), $445,000,000 aggregate
principal amount of ____% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"),
$488,700,000 aggregate principal amount of Floating Rate Asset Backed Notes,
Class A-4 (the "Class A-4 Notes," and together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the "Notes"); and (ii) pledge the
2005-A SUBI Certificate to the Indenture Trustee for the benefit of the holders
of the Notes.
I. The parties hereto also desire to register a pledge of the 2005-A
SUBI Certificate to the Indenture Trustee for the benefit of the holders of 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 ELEVEN
DEFINITIONS
Section 11.01 Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Agreement of
Definitions, dated as of __________, 2005, by and among the Issuer, NILT Trust,
as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual
capacity, as Servicer and as administrative agent (in such capacity, the
"Administrative Agent"), XXXX II, NILT, Inc., as Trustee, Wilmington Trust
Company, as Delaware Trustee and owner trustee (in such capacity, the "Owner
Trustee") and U.S. Bank, as Trust Agent and Indenture Trustee.
Section 11.02 Interpretive Provisions. For all purposes of this 2005-A
SUBI Supplement, 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 this 2005-A SUBI
Supplement include all Exhibits hereto, (iii) references to words such as
"herein," "hereof" and the like shall refer to this 2005-A SUBI Supplement as a
whole and not to any particular part, Article, or Section herein, (iv)
references to an Article or Section such as "Article Twelve" or "Section 12.01"
shall refer to the applicable Article or Section of this 2005-A SUBI Supplement,
(v) the term "include" and all variations thereof shall mean "include without
limitation," (vi) the term "or" shall include "and/or" and (vii) the term
"proceeds" shall have the meaning ascribed to such term in the UCC.
Any reference in this 2005-A SUBI Supplement to any agreement means
such agreement as it may be amended, restated, supplemented (only to the extent
such agreement as supplemented relates to the Notes), or otherwise modified from
time to time. Any reference in this 2005-A SUBI Supplement to any law, statute,
regulation, rule, or other legislative action shall mean such law, statute,
regulation, rule, or other legislative action as amended, supplemented, or
otherwise modified from time to time, and shall include any rule or regulation
promulgated thereunder. Any reference in this 2005-A SUBI Supplement to a Person
shall include the successor or permitted assignee of such Person.
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Section 11.03 Rights in Respect of the 2005-A SUBI. Each Holder and
Registered Pledgee of the 2005-A SUBI Certificate (including the Trust) is a
third-party beneficiary of the SUBI Trust Agreement insofar as the Titling Trust
Agreement and this 2005-A SUBI Supplement apply to the 2005-A SUBI, the Holders
of the 2005-A SUBI Certificate, and the Registered Pledgees of the 2005-A SUBI
Certificate. Therefore, to that extent, references in the SUBI Trust Agreement
to the ability of a "Holder," "Related Beneficiary," or a "Registered Pledgee"
of a SUBI Certificate to take any action shall be deemed to refer to the Trust
acting at its own instigation or upon the instruction of the requisite voting
percentage of holders of Securities or Rated Securities, as specified in the
Indenture or the Trust Agreement, as applicable.
ARTICLE TWELVE
CREATION OF THE 2005-A SUBI
Section 12.01 Creation of 2005-A SUBI Assets and the 2005-A SUBI.
(a) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI
Beneficiary directs the Trustee to create, and the Trustee hereby creates, one
Sub-Trust which shall be known as the "2005-A SUBI". The 2005-A SUBI shall
represent a special unit of beneficial interest solely in the 2005-A SUBI
Assets.
(b) Pursuant to Section 3.01(a) of the Titling Trust Agreement, the UTI
Beneficiary hereby directs the Trustee to identify and allocate or to cause to
be identified and allocated to the 2005-A SUBI on the books and records of the
Titling Trust a separate Sub-Trust of Trust Assets consisting of 2005-A Eligible
Leases and the related Leased Vehicles and other associated Trust Assets owned
by the Titling Trust and not allocated to any Other SUBI or reserved for
allocation to any Other SUBI (or owned or acquired by the Trustee on behalf of
the Titling Trust but not yet allocated to, or reserved for allocation to, any
specific Sub-Trust). Such Trust Assets (the "2005-A SUBI Assets") shall be
accounted for and held in trust independently from all other Trust Assets within
the Titling Trust. Based upon their identification and allocation by the
Servicer pursuant to the 2005-A Servicing Supplement, the Trustee hereby
identifies and allocates as 2005-A SUBI Assets the 2005-A Leases and 2005-A
Vehicles more particularly described on the Schedule of 2005-A Leases and 2005-A
Vehicles and the related Trust Assets described above, each such 2005-A SUBI
Asset to be identified on the books and accounts of the Titling Trust as being
allocated to the 2005-A SUBI.
(c) The Titling Trust is hereby granted the power and authority and is
authorized, and the Trustee is authorized on behalf of the Titling Trust, to
execute, deliver and perform its obligations under the Basic Documents.
Section 12.02 Transfer of 2005-A SUBI Interests.
(a) Interests in the 2005-A SUBI may not be transferred or assigned by
the UTI Beneficiary, and any such purported transfer or assignment shall be
deemed null, void, and of no effect herewith; provided, however, that the 2005-A
SUBI Certificate and the interests in the 2005-A SUBI represented thereby may be
(i) sold to the Transferor pursuant to the SUBI Certificate Transfer Agreement,
(ii) sold, transferred and assigned by the Transferor absolutely,
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or transferred and assigned or a security interest therein granted, in
connection with a Securitized Financing, (iii) transferred to the Indenture
Trustee or any subsequent Registered Pledgee to itself or any other Person
following the occurrence of an Event of Default (which has not been rescinded)
or any similar term in any subsequent Securitized Financing secured by the
2005-A SUBI Certificate or any interest therein and (iv) transferred to each
direct or indirect permitted transferee of the Indenture Trustee or such
subsequent Registered Pledgee, in each case in the circumstances contemplated
in, and subject to the conditions set forth in, Section 3.04(b) of the Titling
Trust Agreement. Each such transfer shall be registrable upon surrender of the
2005-A SUBI Certificate to be transferred for registration of the transfer at
the corporate trust office of the Trustee (or the Trust Agent, if applicable),
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder thereof or such Holder's attorney duly
authorized in writing, and thereupon a new 2005-A SUBI Certificate of a like
aggregate fractional undivided interest will be issued to the designated
permitted transferee.
(b) For any transfer of the 2005-A SUBI Certificate or an interest
therein to be effective, on or prior to the date of any absolute sale, transfer,
or assignment, the related transferee must execute and deliver to the Trustee
the non-petition covenant and the agreement required pursuant to Section 3.04(b)
of the Titling Trust Agreement.
(c) The 2005-A SUBI Certificate (or any interest therein) 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 amended
("ERISA"), whether or not subject to Title I of ERISA, (ii) a "plan" as defined
in Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
or (iii) any entity deemed to hold the plan assets of any of the foregoing.
(d) Notwithstanding any other provision herein, no transfer or
assignment of an interest in the 2005-A SUBI will be valid, and any such
purported transfer or assignment shall be deemed null, void, and of no effect
herewith, unless the purported transferee first shall have certified in writing
to the Trustee that, for U.S. federal income tax purposes, the transferee is not
a partnership, S Corporation, or grantor trust having more than one beneficial
owner or having a single beneficial owner that is a partnership or S
Corporation.
Section 12.03 Issuance and Form of 2005-A SUBI Certificate.
(a) The 2005-A SUBI shall be represented by a 2005-A SUBI Certificate
that shall represent a 100% beneficial interest in the 2005-A SUBI and the
2005-A SUBI Assets, as further set forth herein. The 2005-A SUBI Certificate
shall, upon transfer to the Trust, be registered in the name of the Trust,
representing the beneficial interest in the 2005-A SUBI Assets allocated from
the UTI. The Trustee shall register a pledge of the 2005-A SUBI Certificate in
favor of the Indenture Trustee (for the benefit of the holders of the Notes), as
provided in Article Thirteen, and shall deliver the 2005-A SUBI Certificate to
the Indenture Trustee. The 2005-A SUBI Certificate shall be substantially in the
form of Exhibit B attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required by this 2005-A SUBI
Supplement and may have such letters, numbers or other marks of identification
and such legends and endorsements placed thereon as may, consistently herewith
and with the Titling Trust Agreement, be directed by the UTI Beneficiary. Any
portion of any 2005-A SUBI Certificate may be set forth on the reverse thereof,
in which case the following reference to the
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portion of the text on the reverse shall be inserted on the face thereof, in
relative proximity to and prior to the signature of the Trustee executing such
2005-A SUBI Certificate:
Reference is hereby made to the further provisions of this certificate
set forth on the reverse hereof, which provisions shall for all purposes have
the same effect as if set forth at this place.
In addition, the 2005-A SUBI Certificate will bear a legend to the
following effect:
THIS 2005-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
2005-A SUBI CERTIFICATE, AGREES THAT THIS 2005-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 2005-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 AMENDED
("ERISA"), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" AS DEFINED
IN SECTION 4975 OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.
The 2005-A SUBI Certificate shall be printed, lithographed,
typewritten, mimeographed, photocopied, or otherwise produced or may be produced
in any other manner as may, consistently herewith and with the Titling Trust
Agreement, be determined by the UTI Beneficiary. The 2005-A SUBI Certificate and
the interest in the 2005-A SUBI evidenced thereby shall constitute a "security"
within the meaning of Section 8-102(a)(15) of the UCC and a "certificated
security" within the meaning of Section 8-102(a)(4) of the UCC.
(b) If (i) the 2005-A SUBI Certificate is mutilated and surrendered to
the Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss, or theft of the 2005-A SUBI Certificate and (ii) there is
delivered to the Trustee such security or indemnity as may reasonably be
required by it to hold the Trust and the Trustee, as applicable, harmless, then
the Trustee shall execute and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen 2005-A SUBI Certificate, a replacement
2005-A SUBI Certificate. Every 2005-A SUBI Certificate issued pursuant to this
Section 12.03(b) in replacement of any mutilated, destroyed,
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lost, or stolen 2005-A SUBI Certificate shall constitute an original additional
contractual obligation of the Trust, whether or not the mutilated, xxxxxxxxx,
xxxx, xx xxxxxx 0000-X SUBI Certificate shall be at any time enforceable by
anyone and shall be entitled to all of the benefits of the SUBI Trust Agreement
equally and proportionately with any and all other 2005-A SUBI Certificates duly
issued hereunder. The provisions of this Section 12.03(b) are exclusive and
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, xxxxxxxxx, xxxx, xx xxxxxx 0000-X SUBI
Certificates.
Section 12.04 Actions and Filings. Each of the UTI Beneficiary and the
Trustee shall undertake all other and future actions and activities as may be
deemed reasonably necessary by the Servicer pursuant to the Servicing Agreement
to perfect (or evidence) and confirm the foregoing allocations of Trust Assets
to the 2005-A SUBI, including filing or causing to be filed UCC financing
statements and executing and delivering all related filings, documents or
writings as may be deemed reasonably necessary by the Servicer or the Registered
Pledgee hereunder or under any other Basic Document. The UTI Beneficiary hereby
irrevocably makes and appoints each of the Trustee and the Servicer, and any of
their respective officers, employees or agents, as the true and lawful
attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an
interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary
any financing statements, continuation statements, security agreements,
mortgages, assignments, affidavits, letters of authority, notices or similar
documents necessary or appropriate to be executed or filed pursuant to this
Section.
Section 12.05 Termination of the 2005-A SUBI.
(a) In connection with any purchase by the Servicer of the corpus of
the Trust pursuant to Article Nine of the Trust Agreement, the succession of the
Servicer to the interest in the 2005-A SUBI represented by the 2005-A SUBI
Certificate, or should all of the interest in the 2005-A SUBI thereafter be held
by the UTI Beneficiary or the Holders of the UTI Certificates, whether by
transfer, sale, or otherwise, then upon the direction of such Holders, the
2005-A SUBI shall be terminated, the 2005-A SUBI Certificate shall be returned
to the Trustee and canceled, and the Servicer shall reallocate all 2005-A SUBI
Assets to the UTI.
(b) So long as the Notes are Outstanding, the 2005-A SUBI shall not be
dissolved unless (a) required by law or (b) at the direction of the Holder of
the 2005-A SUBI Certificate (but only with the consent of the Registered
Pledgee); provided, however, that upon the sale of the Owner Trust Estate
pursuant to Section 5.04 of the Indenture, this 2005-A SUBI Supplement shall
terminate and the 2005-A SUBI shall be terminated; provided further, that such
termination shall affect the Titling Trust only insofar as such termination
relates to the 2005-A SUBI. Such termination shall not entitle the legal
representatives of the 2005-A SUBI or any Holder of a 2005-A SUBI Certificate to
take any action for a partition or winding up of the Titling Trust or any Trust
Assets except with respect to the 2005-A SUBI Assets and the rights, obligations
and Liabilities of the parties hereto shall not otherwise be affected. In
connection with the sale of the Owner Trust Estate pursuant to Section 5.04 of
the Indenture, the Registered Pledgee shall have the right to direct the Holder
of the 2005-A SUBI Certificate to dissolve the 2005-A SUBI in accordance with
the provisions of the Indenture, and the 2005-A SUBI Assets shall be distributed
out of the Titling Trust at the direction of the Holder of the 2005-A SUBI
Certificate acting in accordance with instructions from the Registered Pledgee
and the purchaser shall xxxx
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delivery of such 2005-A SUBI Assets. The Trustee and the other parties hereto
shall cooperate with the Owner Trustee or the Trustee, as applicable, to cause
the related 2005-A Vehicles to be retitled as directed by the purchaser. The
proceeds of such sale shall be distributed in the following amounts and
priority:
(i) to the Indenture Trustee, all amounts required to be paid
under Section 6.07 of the Indenture, or to the Owner Trustee, all
amounts required to be paid under Section 8.01 of the Trust Agreement,
as the case may be;
(ii) to the Servicer, any Payment Date Advance Reimbursement;
(iii) to the Servicer, amounts due in respect of unpaid Servicing
Fees; and
(iv) to the Certificate Distribution Account (or, if the Lien of
the Indenture is outstanding, the Note Distribution Account) to be
distributed pursuant to Section 5.04(b) of the Indenture.
Section 12.06 Representations and Warranties of Trustee. The Trustee
hereby reaffirms, as of the Cutoff Date, the representations, warranties and
covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the
Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or
Related Beneficiary of a 2005-A SUBI Certificate (and beneficial owner of any
portion thereof, including the Trust and the Trust Certificateholders) may rely.
For purposes of this Section, any reference in Section 5.12 of the Titling Trust
Agreement to the Titling Trust Agreement shall be deemed to constitute
references to the SUBI Trust Agreement.
Section 12.07 Transfer and Assignment of Certificates. For purposes of
the SUBI Trust Agreement, the third sentence of Section 3.04(b) of the Titling
Trust Agreement is hereby amended to read as follows:
Notwithstanding the foregoing, prior to becoming the Registered Pledgee
or Holder of a SUBI Certificate or otherwise becoming entitled to distributions
or any other rights hereunder, the related transferee, assignee, or pledgee in
each case must (i) give a non-petition covenant substantially similar to that
set forth in Section 8.08 of the Titling Trust Agreement and (ii) execute an
agreement in favor of each Holder from time to time of a UTI Certificate and any
certificate evidencing an Other SUBI to release all Claims to the UTI Assets and
the related Other SUBI Assets, respectively, and, if such release is not given
effect, to subordinate fully all Claims it may be deemed to have against the UTI
Assets as defined in the Titling Trust Agreement or such Other SUBI Assets, as
the case may be.
For so long as the 2005-A SUBI Certificate remains outstanding, each
Supplement shall contain a similar amendment with respect to such Section.
ARTICLE THIRTEEN
2005-A SUBI PLEDGE
Section 13.01 Registration of the 2005-A SUBI Pledge. The parties
hereto hereby acknowledge the Trust's pledge, assignment, and grant to the
Indenture Trustee, for the benefit of the holders of the Notes, under the
Indenture of a security interest in the 2005-A SUBI
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Certificate together with all rights appurtenant thereto and proceeds thereof,
to secure the Notes. The Trustee hereby acknowledges such pledge, assignment,
and grant of security interest, and the Trustee agrees to cause the Indenture
Trustee to be listed in the Certificate Register as the Registered Pledgee of
the 2005-A SUBI Certificate. The Trust has caused the Trustee to deliver the
2005-A SUBI Certificate to the Indenture Trustee, as Registered Pledgee, who
shall have the rights with respect thereto described herein and in the
Indenture.
ARTICLE FOURTEEN
2005-A SUBI ACCOUNTS
Section 14.01 2005-A SUBI Collection Account.
(a) With respect to the 2005-A SUBI, the Trustee, at the direction of
the Servicer, shall on or prior to the Closing Date establish, and the Trust
Agent shall maintain, in the name of the Trustee, for the exclusive benefit of
the holders of interests in the 2005-A SUBI, the 2005-A SUBI Collection Account,
which account shall constitute a SUBI Collection Account. The 2005-A SUBI
Collection Account initially shall be established with U.S. Bank, as Trust
Agent, so long as the Trust Agent has the Required Deposit Rating. If the Trust
Agent at any time does not have the Required Deposit Rating, the Servicer shall,
with the assistance of the Trust Agent, as necessary, cause such 2005-A SUBI
Collection Account to be moved as described in Section 4.02(a) of the Titling
Trust Agreement. The 2005-A SUBI Collection Account shall relate solely to the
2005-A SUBI and the 2005-A SUBI Assets, and funds therein shall not be
commingled with any other monies, except as otherwise provided for in, or
contemplated by, the SUBI Trust Agreement or in the Servicing Agreement. All
deposits into the 2005-A SUBI Collection Account shall be made as described in
the Servicing Agreement.
(b) On each Deposit Date and Payment Date, pursuant to the instructions
from the Servicer, the Trustee (acting through the Trust Agent) shall make
deposits and withdrawals from the 2005-A SUBI Collection Account as set forth in
the 2005-A Servicing Supplement.
(c) Any transfer of funds to a Holder of a 2005-A SUBI Certificate
shall be made as directed pursuant to the Basic Documents.
Section 14.02 2005-A Reserve Account.
(a) Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer,
on behalf of the Trust, shall on or prior to the Closing Date establish and
maintain the Reserve Account (i) with the Indenture Trustee, until the
Outstanding Amount is reduced to zero, and (ii) thereafter with the Owner
Trustee. Deposits to and withdrawals from the Reserve Account shall be made as
directed pursuant to the Basic Documents, including Section 8.04(b) of the
Indenture, Section 10.01 of the Indenture, Section 8.04 of the Servicing
Agreement and Section 14.03 of this 2005-A SUBI Supplement.
Section 14.03 Investment of Monies in 2005-A SUBI Accounts. All amounts
held in the 2005-A SUBI Collection Account and the Reserve Account shall be
invested in Permitted Investments in accordance with Section 4.02(a) of the
Titling Trust Agreement. Any investment earnings on the 2005-A SUBI Collection
Account and the Reserve Account will be taxable to the Transferor.
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Section 14.04 No Residual Value Surplus Account or Payahead Account.
The parties hereby acknowledge that there shall be no Residual Value Surplus
Account or Payahead Account (as defined in the Titling Trust Agreement).
ARTICLE FIFTEEN
MISCELLANEOUS PROVISIONS
Section 15.01 Amendment.
(a) Notwithstanding any provision of the Titling Trust Agreement, the
Titling Trust Agreement, as supplemented by this 2005-A SUBI Supplement, to the
extent that it relates solely to the 2005-A SUBI, may be amended in accordance
with this Section 15.01.
(b) Any term or provision of this 2005-A SUBI Supplement 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 delivered to the Indenture Trustee, materially and adversely affect the
interests of the Noteholders and (ii) any amendment adversely affects the
interests of the Cap Provider, the Trust Certificateholder, the Indenture
Trustee or the Owner Trustee shall require the prior written consent of each
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 Cap Provider, the Trust Certificateholder,
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 obliged 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.
(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 2005-A SUBI Supplement may be amended by the parties hereto
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 and the Officer's Certificate described in
Section 15.01(b)(i)(B) is delivered to the Indenture Trustee.
9
(e) 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.
(f) Not less than 15 days prior to the execution of any amendment to
this 2005-A SUBI Supplement, the Servicer shall provide each Rating Agency, the
Trust Certificateholder, the Transferor, 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 2005-A SUBI
Supplement, the Servicer shall furnish a copy of such amendment to each Rating
Agency, the Cap Provider, The Trust, the Trust Certificateholder, the Indenture
Trustee and the Owner Trustee.
(g) Prior to the execution of any amendment to this 2005-A SUBI
Supplement, the Servicer shall provide an Opinion of Counsel to the Trustee to
the effect that after such amendment, for federal income tax purposes, the
Titling Trust will not be treated as an association (or a publicly traded
partnership) taxable as a corporation and the Notes will properly be
characterized as indebtedness that is secured by the assets of the Trust.
(h) 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 U.S. Bank National Association and the Indenture Trustee 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.
Section 15.02 Governing Law. This 2005-A SUBI Supplement shall be
created under and governed by and construed under the internal laws of the State
of Delaware, without reference to its conflicts of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 15.03 Notices. The notice provisions of Section 8.03 of the
Titling Trust Agreement shall apply equally to this 2005-A SUBI Supplement. A
copy of each notice or other writing required to be delivered to the Trustee
pursuant to the SUBI Trust Agreement also shall be delivered to (i) the Owner
Trustee at Wilmington Trust Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (telecopier no. (000) 000-0000), Attention:
Corporate Trust Administration; (ii) the Servicer at 000 Xxxx 000xx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000 (telecopier no. (000) 000-0000), Attention:
Treasurer; (iii) the Trust Agent at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxx 00000, Attention: NILT Inc. (telecopier no. (000) 000-0000);
or (iv) at such other address as shall be designated by any of the foregoing in
written notice to the other parties hereto.
Section 15.04 Severability of Provisions. If any one or more of the
covenants, agreements, provisions, or terms of this 2005-A SUBI Supplement
(including any amendment hereto) shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions, or terms shall be deemed
severable from the remaining covenants, agreements, provisions, or terms of this
2005-A SUBI Supplement, as the same may be amended, and shall in no way affect
the validity or enforceability of the other provisions of the SUBI Trust
Agreement
10
or of the 2005-A SUBI Certificate or the rights of the Registered Pledgees
thereof. To the extent permitted by applicable law, the parties hereto waive any
provision of law that renders any covenant, agreement, provision, or term of
this 2005-A SUBI Supplement invalid or unenforceable in any respect.
Section 15.05 Effect of Supplement on Titling Trust Agreement.
(a) Except as otherwise specifically provided herein or unless the
context otherwise requires, (i) the parties hereto shall continue to be bound by
all provisions of the Titling Trust Agreement, (ii) all references in the
Titling Trust Agreement to the Titling Trust Agreement shall be to the SUBI
Trust Agreement and (iii) the provisions set forth herein shall operate either
as additions to or modifications of the existing obligations of the parties
under the Titling Trust Agreement, as the context may require. In the event of
any conflict between this 2005-A SUBI Supplement and the Titling Trust Agreement
in respect of the 2005-A SUBI, the provisions of this 2005-A SUBI Supplement
shall prevail with respect to the 2005-A SUBI only.
(b) For purposes of determining the obligations of the parties hereto
under this 2005-A SUBI Supplement with respect to the 2005-A SUBI, except as
otherwise indicated by the context, general references in the Titling Trust
Agreement to (i) a SUBI Account shall be deemed to refer more specifically to a
2005-A SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to
the 2005-A SUBI, (iii) a SUBI Collection Account shall be deemed to refer more
specifically to the 2005-A SUBI Collection Account, (iv) a SUBI Asset shall be
deemed to refer more specifically to a 2005-A SUBI Asset, (v) a SUBI Supplement
shall be deemed to refer more specifically to this 2005-A SUBI Supplement and
(vi) a Servicing Supplement shall be deemed to refer more specifically to the
2005-A Servicing Supplement.
Section 15.06 No Petition. Each of the parties hereto and each Holder
of a 2005-A SUBI Certificate, and each Registered Pledgee, by acceptance of a
2005-A SUBI Certificate, 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 Transferor, the
Trustee, the Titling Trust, the Issuer, any 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. This Section shall survive the complete or partial termination
of this 2005-A SUBI Supplement, the resignation or removal of the Trustee under
the SUBI Trust Agreement and the complete or partial resignation or removal of
the Servicer under the SUBI Trust Agreement or the Servicing Agreement.
[Signature Pages to Follow]
11
IN WITNESS WHEREOF, the Grantor and UTI Beneficiary, the Servicer, the
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 2005-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 Managing Trustee
By: _______________________________
Name:
Title:
NISSAN MOTOR ACCEPTANCE
CORPORATION, as Servicer
By: ____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
NILT, INC., as Trustee
By: ____________________________________
Name:
Title
WILMINGTON TRUST COMPANY, as Delaware
Trustee
By: ____________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as Trust
Agent
By: ____________________________________
Name:
Title:
S-1
Receipt of this original counterpart of this 2005-A SUBI Supplement is
hereby acknowledged on this __ day of ________ 2005.
U.S. BANK NATIONAL ASSOCIATION, as
Indenture Trustee
By: ____________________________________
Name:
Title:
S-2
EXHIBIT A
SCHEDULE OF 2005-A LEASES AND 2005-A VEHICLES
A-1
EXHIBIT B
FORM OF 2005-A SUBI CERTIFICATE
THIS 2005-A SUBI CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED
EXCEPT UPON THE TERMS AND SUBJECT TO THE CONDITIONS SPECIFIED HEREIN
NISSAN - INFINITI LT
2005-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
evidencing a fractional undivided interest in the 2005-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 Trust or an obligation,
of, or interest in, NILT Trust, Nissan Motor Acceptance
Corporation, NILT, Inc. or any of their respective
Affiliates.)
THIS 2005-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 2005-A SUBI CERTIFICATE, AGREES THAT THIS 2005-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 2005-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 AMENDED
("ERISA"), WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II) A "PLAN" AS DEFINED
IN SECTION 4975 OF INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.
No. R-___
evidencing a 100% interest in all 2005-A SUBI Assets (as defined below).
B-1
This 2005-A Special Unit of Beneficial Interest Certificate does not
represent an interest in or obligation of Nissan Motor Acceptance Corporation,
NILT, Inc. or any of their respective affiliates.
THIS CERTIFIES THAT ________________ is the registered owner of a
nonassessable, fully-paid, 100% beneficial interest in the 2005-A SUBI Assets
owned by the Titling Trust.
The Titling Trust was created pursuant to the Amended and Restated
Trust and Servicing Agreement, dated as of August 26, 1998 as amended,
supplemented or otherwise modified from time to time, (the "Titling Trust
Agreement"), among NILT Trust, as grantor and initial beneficiary (in such
capacities, the "Grantor" and the "UTI Beneficiary," respectively), NILT, Inc.,
as trustee (the "Trustee"), Nissan Motor Acceptance Corporation, as servicer
(the "Servicer"), Wilmington Trust Company, as Delaware trustee (the "Delaware
Trustee"), and U.S. Bank National Association, as trust agent (the "Trust
Agent").
This certificate is a duly authorized 2005-A SUBI Certificate, and is
issued under and is subject to the terms, provisions and conditions of the
Titling Trust Agreement and the 2005-A SUBI Supplement thereto, dated as of
__________, 2005 (the "2005-A SUBI Supplement" and, together with the Titling
Trust Agreement, the "SUBI Trust Agreement"). Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in the
Agreement of Definitions, dated as of __________, 2005, by and among Nissan Auto
Lease Trust 2005-A, as issuer, (the "Issuer") NILT Trust, as Grantor and UTI
Beneficiary, the Titling Trust, Nissan Motor Acceptance Corporation, in its
individual capacity, as servicer and administrative agent, Nissan Auto Leasing
LLC II (the "Transferor"), NILT, Inc., as trustee to the Titling Trust,
Wilmington Trust Company, as owner trustee and Delaware trustee, and U.S. Bank
National Association, as trust agent and indenture trustee. By acceptance of
this 2005-A SUBI Certificate, the Holder hereof assents to the terms and
conditions of the SUBI Trust Agreement and agrees to be bound thereby. A summary
of certain of the pertinent provisions of the SUBI Trust Agreement is set forth
below.
The assets of the Titling Trust allocated to the 2005-A SUBI will
generally consist of (i) cash capital, (ii) the 2005-A Leases (iii) the 2005-A
Vehicles, (iv) certain related Trust Assets and (v) all of the Titling Trust's
rights thereunder, including the right to proceeds arising therefrom or in
connection therewith.
Under the Titling Trust Agreement, from time to time the UTI
Beneficiary may direct the Trustee to issue to or upon the order of the UTI
Beneficiary one or more certificates (each, a "SUBI Certificate") representing a
beneficial interest in certain specified Leased Vehicles, Leases and related
Trust Assets (such assets, the "SUBI Assets"). Upon the issuance of the SUBI
Certificates relating to the SUBI Assets, the beneficial interest in the Titling
Trust and the Trust Assets represented by the UTI shall be reduced by the amount
of the Trust Assets represented by such SUBI Certificates. This certificate was
issued pursuant to the 2005-A SUBI Supplement and represents a 100% beneficial
interest in the 2005-A SUBI Assets.
The UTI and the 2005-A SUBI shall each constitute a separate series of
the Titling Trust pursuant to Section 3806(b)(2) of the Delaware Statutory Trust
Act for which separate and distinct records shall be maintained. The 2005-A SUBI
Certificate and the interest in the 2005-A
B-2
SUBI represented thereby constitutes a "security" within the meaning of Section
8-102(a)(15) of the Delaware UCC and a "certificated security" within the
meaning of Section 8-102(a)(4) of the Delaware UCC.
The 2005-A SUBI Supplement may be amended by the parties thereto upon
the terms and subject to the conditions set forth in the 2005-A SUBI Supplement.
The Holder, by acceptance of this 2005-A SUBI Certificate, 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 Transferor, the Trustee, the Titling Trust, the
Issuer, any Beneficiary, any Special Purpose Affiliate, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding or other
Proceedings under any federal or state bankruptcy or similar law. Such covenant
shall survive the termination of the SUBI Trust Agreement, the resignation or
removal of the Trustee under the SUBI Trust Agreement or the complete or partial
resignation of the Servicer under the SUBI Trust Agreement or the Servicing
Agreement.
The Holder hereof hereby (i) expressly waives any claim it may have to
any proceeds or assets of the Trustee and to all of the Trust Assets other than
those from time to time included within the 2005-A SUBI as 2005-A SUBI Assets
and those proceeds or assets derived from or earned by such 2005-A SUBI Assets
and (ii) expressly subordinates in favor of the Holder of any certificate
evidencing an Other SUBI or a UTI Certificate any claim to any Other SUBI or UTI
Assets that, notwithstanding the waiver contained in clause (i), may be
determined to exist.
The Trustee shall keep the certificate register with respect to this
2005-A SUBI Certificate, and the Holder of this 2005-A SUBI Certificate shall
notify the Trustee of any change of address or instructions on the distribution
of funds.
The 2005-A SUBI shall be deemed dissolved solely with respect to the
2005-A SUBI Assets, and not as to any Trust Assets allocated to any other
Sub-Trust, upon the written direction to the Trustee by the Holder of the 2005-A
SUBI Certificate to revoke and dissolve the 2005-A SUBI. So long as the Notes
are outstanding, the 2005-A SUBI shall not be dissolved except (a) as required
by law or (b) at the direction of the Holder of the 2005-A SUBI Certificate (but
only with the consent of the Registered Pledgee); provided, however, upon any
sale of the Owner Trust Estate pursuant to Section 5.04 of the Indenture, the
Registered Pledgee shall have the right to direct the Holder of the 2005-A SUBI
Certificate to dissolve the 2005-A SUBI in accordance with the provisions of the
Indenture. Upon such dissolution of the Titling Trust with respect to the 2005-A
SUBI and delivery of the 2005-A SUBI Certificate to the Trustee for
cancellation, the Trustee shall distribute to the Holder of the 2005-A SUBI
Certificate or its designee all 2005-A SUBI Assets and shall cause the
Certificates of Title to the 2005-A Vehicles to be issued in the name of, or at
the direction of, the Holder of the 2005-A SUBI Certificate (which may include
reallocation of the 2005-A SUBI Assets relating to the 2005-A Vehicles to the
UTI). The Holder of the 2005-A SUBI Certificate to whom such 2005-A SUBI Assets
relating to the 2005-A Vehicles are distributed shall pay or cause to be paid
all applicable titling and registration fees and taxes.
B-3
The Titling Trust or the UTI may terminate upon the terms and subject
to the conditions set forth in the SUBI Trust Agreement.
No SUBI or SUBI Certificate shall be transferred or assigned except to
the extent specified in the SUBI Trust Agreement or in any related Supplement
and, to the fullest extent permitted by applicable law, any such purported
transfer or assignment other than as so specified shall be deemed null, void,
and of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing,
any SUBI Certificate and the interest in the SUBI evidenced thereby may be (i)
transferred, assigned or pledged to any Special Purpose Affiliate or (ii)
transferred, assigned or pledged by the Related Beneficiary or a Special Purpose
Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or
more other entities, in either case solely for the purpose of securing or
otherwise facilitating one or more Securitized Financings.
This 2005-A SUBI Certificate shall be governed by and construed under
the internal laws of the State of Delaware, without reference to its conflicts
of law provisions.
Unless this 2005-A SUBI Certificate shall have been executed by an
authorized officer of the Trustee, by manual signature, this 2005-A SUBI
Certificate shall not entitle the holder hereof to any benefit under the SUBI
Trust Agreement or be valid for any purpose.
B-4
IN WITNESS WHEREOF, NILT, Inc., as Trustee of the Titling Trust and not
in its individual capacity, has caused this 2005-A SUBI Certificate to be duly
executed.
Dated: ___________, 2005
NISSAN-INFINITI LT
By: NILT, INC.,
as Trustee
(SEAL)
By: ___________________________
Name:
Title:
ATTEST:
__________________
This is the 2005-A SUBI Certificate referred to in the within-mentioned
Supplement.
NILT, INC., as Trustee
By: ___________________________
Authorized Officer
B-5
FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns
unto ______________ the within 2005-A SUBI Certificate, and all rights
thereunder, hereby irrevocably constituting and appointing _____________ as
attorney to transfer said 2005-A SUBI Certificate on the books of the
certificate registrar, with full power of substitution in the premises.
Dated: By:______________________________
Name:
Title:
B-6
