NISSAN AUTO LEASE TRUST 200[ ]-[ ] [ ]% Asset Backed Notes, Class A-1 [ ]% Asset Backed Notes, Class A-2 [ ]% Asset Backed Notes, Class A-3 [ ]% Asset Backed Notes, Class A-4 UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2008 • Nissan-Infiniti Lt • 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 [ ] (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 $[ ] aggregate principal amount of [ ]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[ ] aggregate principal amount of [ ]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[ ] aggregate principal amount of [ ]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $[ ] aggregate principal amount of [ ]% Asset Backed Notes, Class A-4 Notes (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”), of Nissan Auto Lease Trust 200[ ]-[ ], a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depo
NISSAN AUTO LEASE TRUST 200[ ]-[ ], NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent, NISSAN AUTO LEASING LLC II, as Depositor, and [U.S. Bank National Association], as Indenture TrusteeTrust Administration Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
This Trust Administration Agreement, dated as of [ ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is among Nissan Auto Lease Trust 200[ ]-[ ], 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”).
MASTER AGREEMENTIsda Master Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
[Swap Counterparty] and Nissan Auto Lease Trust 200[_]-[_] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
NISSAN AUTO LEASE TRUST 200[ ]-[ ], [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 [ ]Control Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
This Control Agreement (this “Agreement”), dated as of [ ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is among Nissan Auto Lease Trust 200[ ]-[ ], a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuing Entity”), [U.S. Bank National Association] (“[U.S. Bank]”), 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 [ ] (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee, and [U.S. Bank], in its capacity as securities intermediary (the “Securities Intermediary”).
NISSAN AUTO LEASING LLC II, as Depositor, and [WILMINGTON TRUST COMPANY], as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of [ ]Trust Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • Delaware
FORM OF AGREEMENT OF DEFINITIONSAgreement of Definitions • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
This Agreement of Definitions (as amended, supplemented or otherwise modified, this “Agreement of Definitions”), dated as of [ ], is by and among Nissan Auto Lease Trust 200[ ]-[ ], 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,” respect
NILT TRUST, as Transferor, and NISSAN AUTO LEASING LLC II, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [ , ]Subi Certificate Transfer Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
This SUBI Certificate Transfer Agreement, dated as of [ , ] (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”).
NISSAN-INFINITI LT, as Titling Trust, NILT TRUST, as UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, 200[ ]-[ ] SERVICING SUPPLEMENT Dated as of [ ]Servicing Supplement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • California
This 200[ ]-[ ] Servicing Supplement, dated as of [ ] (as amended, supplemented or otherwise modified, this “200[ ]-[ ] 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 AUTO LEASING LLC II, as Depositor, and NISSAN AUTO LEASE TRUST 200[ ]-[ ], as Transferee TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [ ]Trust Subi Certificate Transfer Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
This Trust SUBI Certificate Transfer Agreement, dated as of [ ] (as amended, supplemented or 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 200[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), as transferee (in such capacity, the “Transferee”).
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 200[ ]-[ ] SUBI SUPPLEMENT...Subi Supplement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • Delaware
This 200[ ]-[ ] SUBI Supplement, dated as of [ ___ ] (as amended, supplemented or otherwise modified from time to time, this “200[ ]-[ ] 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”).
NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN-INFINITI LT, NILT TRUST, NISSAN AUTO LEASING LLC II, NISSAN AUTO LEASE TRUST 200[ ]-[ ], and [U.S. BANK NATIONAL ASSOCIATION], as Indenture Trustee BACK-UP SECURITY AGREEMENT Dated as of [ ]Back-Up Security Agreement • January 8th, 2008 • Nissan-Infiniti Lt • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of [ ] (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 200[ ]-[ ], a Delaware statutory trust (the “Issuing Entity”), and [U.S. Bank National Association] (“[U.S. Bank]”), as trustee (the “Indenture Trustee”) under the Indenture, dated as of [ ] (the “Indenture”), between the Issuing Entity and the Indenture Trustee.
