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		factors may increase the risk of loss on your investment,” “Risk Factors — The concentration of leased vehicles to particular models could negatively affect the issuer’s assets,” “Risk Factors — The geographic concentration of the leases, economic factors, natural disasters and lease performance could negatively affect the issuer’s assets,” “Risk Factors — Increased turn-in rates may increase losses” and “Nissan Motor Acceptance Corporation — Determination of Residual Values.”
The timing of principal payments is uncertain.		The amount of principal distributed on the notes and the time when you receive those distributions depends on the rate of payments and losses relating to the leases and the leased vehicles, which cannot be predicted with certainty. Those principal payments may be regularly scheduled payments or unscheduled payments like those resulting from prepayments or liquidations of defaulted leases.
		Additionally, the servicer may be required to make payments relating to the leases and leased vehicles under some circumstances. Each of these payments will have the effect of accelerating the payment of principal and shortening the average lives of all outstanding notes. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and the leased vehicles.
Payment priorities increase risk of loss or delay in payment to certain notes.		Based on the priorities described in this prospectus under “Additional Information Regarding the Securities — Payments on the Securities,” classes of notes that receive payments, particularly principal payments, before other classes of notes will be repaid more rapidly than the other classes of notes. In addition, because principal of each class of notes will be paid sequentially, classes of notes that have higher sequential numerical class designations (i.e. 2 being higher than 1) will be outstanding longer and therefore will be exposed to the risk of losses on the leases during periods after other classes of notes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.
		Because of the priority of payment on the notes, the yields of the Class A-2, Class A-3 and Class A-4 Notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-1 Notes. The Class A-3 and Class A-4 Notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-2 Notes. The Class A-4 Notes will be relatively more sensitive to losses on the leases and the timing of such losses than the Class A-3 Notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.
		Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of

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		loss. In either case, the yields on your notes could be materially and adversely affected.
Potential termination of the interest rate cap agreement presents cap provider risk.		General. The issuer is obligated to make payments of interest accrued on the Class A-4 Notes at a floating interest rate, but the leases are fixed monthly obligations. The issuer will enter into an interest rate cap agreement with HSBC Bank USA, National Association as the cap provider to enable the issuer to issue notes bearing interest at a floating rate. If LIBOR related to any payment date exceeds the cap rate of 5.25%, the cap provider will pay to the issuer an amount equal to the product of:
		• LIBOR for the related payment date minus the cap rate of 5.25%;
		• the notional amount for the related payment date, which will equal the total outstanding principal amount of the Class A-4 Notes on the first day of the accrual period related to such payment date; and
		• a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the closing date, to but excluding the first payment date, and the denominator of which is 360.
		For a description of the key provisions of the interest rate cap agreement, see “The Interest Rate Cap Agreement” in this prospectus.
		Cap Provider Risk; Performance and Ratings Risks. The amounts available to the issuer to pay interest and principal on all classes of the notes depend in part on the operation of the interest rate cap agreement and the performance by the cap provider of its obligations under the interest rate cap agreement. The ratings of all the notes take into account the provisions of the interest rate cap agreement and the ratings currently assigned to the cap provider.
		During any interest accrual period in which LIBOR is greater than the cap rate of 5.25%, the issuer will be more dependent on receiving payments from the cap provider in order to make payments on the notes. If the cap provider fails to pay the amounts due under the interest rate cap agreement, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes.
		The cap provider’s senior long-term unsecured debt obligations currently are rated “AA-” from Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and “Aa2” from Moody’s Investors Service, Inc. A downgrade, suspension or withdrawal of any rating of the cap provider by a rating agency may result in the downgrade, suspension or withdrawal of the ratings assigned by such rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the cap provider of its obligations under

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		the interest rate cap agreement. A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes.
The geographic concentration of the leases, economic factors, natural disasters and lease performance could negatively affect the issuer’s assets.		The leased vehicles related to the leases allocated to the 2005-A SUBI were registered in 45 states and the District of Columbia, with 14.85%, 13.11%, 10.97% and 10.31% of the aggregate cutoff date securitization value, based on the state of original registration, in New York, California, New Jersey, and Florida, respectively. No state other than New York, California, New Jersey and Florida accounts for 10% or more of the total number of leases. Adverse economic conditions in any of these states may have a disproportionate impact on the performance of the leases and the leased vehicles. Economic factors like unemployment, interest rates, the rate of inflation and consumer perceptions of the economy may affect the rate of prepayment and defaults on the leases and the ability to sell or dispose of the related leased vehicles for an amount at least equal to their stated residual values.
		Further, the effect of natural disasters, such as Hurricane Katrina, on the performance of the leases and leased vehicles is unclear, but there may be a significant adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effect on delinquency, default and prepayment experience of the leases and leased vehicles.
Used car market factors may increase the risk of loss on your investment.		The used car market is affected by supply and demand, consumer tastes, economic factors and manufacturer decisions on pricing of new car models. For instance, introduction of a new model with additional equipment not reflected in the manufacturer’s suggested retail price may impact the resale value of the existing portfolio of similar model types. Other factors that are beyond the control of the issuer, the transferor and the servicer could also have a negative impact on the value of a vehicle.
Increased turn-in rates may increase losses.		In addition, losses may be greater as turn-in rates upon the expiration of leases increase because more used cars would be available on the used car market. Under each lease, the lessee may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the stated residual value established at the inception of the lease. Lessees who decide not to purchase their related vehicles at lease expiration will expose the issuer to possible losses if the sale prices of such vehicles in the used car market are less than their respective stated residual values. The level of turn-ins at termination of the leases could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by Nissan Motor Acceptance Corporation), the level of the purchase option prices for the related vehicles compared to new and used vehicle prices and economic conditions generally. The early termination of leases by lessees may affect the number of turn-ins in a particular month. If losses resulting from increased

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		turn-ins exceed the credit enhancement, you may suffer a loss on your investment.
The concentration of leased vehicles to particular models could negatively affect the issuer’s assets.		The Altima, Pathfinder, G35, Maxima and Murano models represent approximately 23.25%, 12.44%, 12.44%, 11.78% and 10.06% of the aggregate cutoff date securitization value, respectively, of the leased vehicles allocated to the 2005-A SUBI. Any adverse change affecting a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.
Failure to comply with consumer protection laws could result in a loss.		Federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated by the Board of Governors of the Federal Reserve System, impose requirements on retail lease contracts such as the leases allocated to the 2005-A SUBI. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust or the issuer (as owner of the 2005-A SUBI certificate). Further, many states have adopted “lemon laws” that provide vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that a portion of payment previously paid by the lessee be refunded. Nissan Motor Acceptance Corporation will represent and warrant that each lease complies with applicable law in all material respects. If that representation and warranty relating to any lease allocated to the 2005-A SUBI proves incorrect, materially and adversely affect the interests of the issuer and is not timely cured, Nissan Motor Acceptance Corporation will be required to repurchase the beneficial interest in the noncompliant lease and related vehicle from the issuer. To the extent that Nissan Motor Acceptance Corporation fails to make such a repurchase, or to the extent that a court holds the titling trust or the issuer liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the titling trust or the issuer. If sufficient funds are not available to make both payments to lessees and on your notes, you may suffer a loss on your investment in the notes.
		For a discussion of federal and state consumer protection laws which may affect the leases, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws.”
If ERISA liens are placed on the titling trust assets, you could suffer a loss.		Liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust (including the leases and the leased vehicles allocated to the 2005-A SUBI) and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes Nissan Motor Acceptance Corporation and its affiliates. Because these liens could attach directly to the leases and leased vehicles and because the issuer does not have a prior perfected security interest in the assets included in the 2005-A SUBI, these liens could have priority over the interest of the issuer in the assets included in the 2005-A SUBI. As of the date of this

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		prospectus, neither Nissan Motor Acceptance Corporation nor any of its affiliates had any material unfunded liabilities with respect to their respective defined benefit pension plans. Moreover, the transferor believes that the likelihood of this liability being asserted against the assets of the titling trust or, if so asserted, being successfully pursued, is remote. However, you cannot be sure the leases and leased vehicles will not become subject to an ERISA liability.
Vicarious tort liability may result in a loss.		Some states allow a party that incurs an injury involving a leased vehicle to sue the owner of the vehicle merely because of that ownership. Most states, however, either prohibit these vicarious liability suits or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.
		On August 8, 2005, President Bush signed into law the Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), Pub. L. No. 109-59. The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person shall not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 8, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on the titling trust.
		Nissan Motor Acceptance Corporation maintains, on behalf of the titling trust, contingent liability insurance against third party claims that provides coverage with no annual or aggregate cap on the number of claims thereunder, providing primary coverage of $1 million combined single limit coverage per occurrence and excess coverage of $15 million combined single limit per occurrence. If Nissan Motor Acceptance Corporation ceases to maintain this liability insurance coverage or the insurance coverage protecting the titling trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the vehicles and leases allocated to this transaction and you could incur a loss on your investment.
		If vicarious liability imposed on the titling trust exceeds the coverage provided by its primary and excess liability insurance policies, or if lawsuits are brought against either the titling trust or Nissan Motor Acceptance Corporation involving the negligent use or operation of a leased vehicle, you could experience delays in payments due to you, or you may ultimately suffer a loss.

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		performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the leases and the leased vehicles allocated to the 2005-A SUBI.
		The Servicemembers Civil Relief Act and similar state laws may provide relief to members of the military on active duty, including reservists or national guard members, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including non-payment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in the military, executes a lease contract for a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in Iraq and the Middle East, have increased and may continue to increase the number of citizens who are in active military service, including persons in reserve or national guard status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a defaulted vehicle during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the lease contract, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. It is not clear that the Servicemembers Civil Relief Act would apply to leases such as the leases allocated to the 2005-A SUBI. If a lessee’s obligation to make lease payments is reduced, adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes and the certificates.
		For more information regarding the effect of the Servicemembers Civil Relief Act, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles — Consumer Protection Laws.”

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